Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
13 P.D. DISPATCH SYS 01-16-95
NO. 13 1-16-95 .)ATE: JANUARY 10, 1995 Inter-Com TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER W. DOUGLAS FRANKS, CHIEF OF POLICE AUTHORIZATION TO PURCHASE POLICE DEPARTMENT COMPUTERIZED RECORDS AND DISPATCH SYSTEMS RECOMMENDATIONs City Council authorize the expenditure of $323,476 to OCS Technologies, Pleasanton, California, for computer software necessary to implement Police Department Records Management System (RMS) and Computer-Aided Dispatch (CAD) System. , City Council authorize the Police Department to execute a five- year lease with Hewlett Packard Corporation (HP) for host computer hardware necessary for software implementation in the amount of $103,338. , City Council authorized the expenditure of $37,738 to Cedar Computer, Torrance, California, for the purchase of personal computer hardware and networking software for implementation of the Police Department's computer system. BACKGROUND At the their meeting of May 2, 1994, the City Council authorized the appropriation of Asset Forfeiture funds for purchase and implementation of computer software for the Police RMS/CAD software systems. The Police Department conducted extensive research over the hast two years into the most appropriate computerized records management and dispatching systems for the Police Department. At their meeting of May 2, 1994, the City Council was presented with highlights of that extensive research. The five-volume comprehensive report of our research is still available for review in the Office of the Chief. A great deal of time was dedicated to researching the best available systems on the market as well as evaluating the success of ongoing systems currently being utilized in police departments throughout Orange County, the State of California, and nationwide. OCS Technologies was found to be best suited to the needs of the Tustin Police Department. Mr. Huston January 10, 1995 Page 2 We utilized the multi-million dollar research projects for computer-aided dispatch and records management systems conducted by West Covina. Our evaluation reached the same conclusions as the Sunnyvale Police Department, Riverside Police Department, Buena Park Police Department, and Laguna Beach Police Department regarding the reliability, efficiency, and effectiveness of the RMS/CAD System, which is the information backbone system of police departments. In total, there are 12 OCS software users in Southern California that also operate on HP hardware. Sole-sourcing will also realize the City of Tustin a savings of $26,000 of the normal purchase price. HP is currently our system hardware vendor. We have been utilizing this hardware for many years, experiencing no problems in service, reliability, or performance. This request for expenditure to HP is for the acquisition of a mini computer, which is necessary to host the CAD functions. Our existing computer will be utilized for the records management functions; the computers will be networked together, offering back-up or redundancy in case of the failure of one of the machines. Additional personal computers and network communications software are necessary to utilize the capabilities of the RMS/CAD software. Implementation will allow Patrol, Investigations, and Records Sections to communicate with each other electronically, transmitting reports and other information .without the need for paper copies. This will greatly enhance the Department's ability to respond quickly to community needs. The lowest quote for purchase of this equipment was from Cedar Computers in Torrance. The Police Department was assisted in its negotiations with OCS Technologies by our City Attorney's Office. The contract was approved by the City Attorney's Office as to form and content. The proposed equipment supports our existing and proposed future systems. These systems will provide the vital information necessary for police officers to make critical decisions on the street. W. DOUGLAS FRANKS Chief of Police 01/11/95 09'55 "~510 460 $50c U~> l~um~u~u~no _ January 10,' 1995 Danie Spence, Esq. · Rou~; _w. oodn~_ & Spradlin Suite 7000. '701 ~mh .Parker' Street Orange, CA 926668' .. Re:. City of Tustin Dear Darfi,'e: · '. , ., Thank you for your'time and assistance regarding the agreement between the city of Tustin and OCS Technologies, Inc. '. As promised,.X enclose a revised version oftlae agreement which reflects our conversations over the last couple Of days. Them are, as we discussed, a few open [terns: · . 1. I have not'yet received confimmtion of the actual additional cost to.our, insurance in ord= to provide:thc workers compensation ~Ut~O. gation.language on thc certificate required by-the City. i hope to have this information by tomorrow, at which point We can finalize the allocation, of these co,ts between:ocs and tlae.City. '. ' ' · · . .. 2. I have confirmed that the Omnidex software i$ '%~ed" with ocs software under ~u. agreement between OCS and the mann~mrea-. Accordingly, no sepaxa~.-license . agreement iS .require. between the City of Tus .tin and Omrddex. .- .. .. 3. The definitive language On the Third.Party $0t~mre provider agre. ements will, hopefully, be determined tomorrow. I haw im~rted your ~ddendum. to the Orbit .. agreement md a marked'version Of the MB Foster agreement as "placemarkers" in this vemion. 4. I.¢onfrrmed with john Hod¢l that the quote .tie provided to the Cit7 for Third Party Software did'not include the first year's maintenance fees, although those were separately R=g7% 'OCS reC~or, o~ms 5960 lngl, wood Dibs-,, Suiu: 100. Ple~an/on,' CA 9¢588 Phone: (51o) 460-$50(1. l~ai: (510) 460-5580 ' 5 I0 460 5560 01-i 1-95 iO:O'2'AM PO02 01/tl/95 09'55 "~513 460 5560 OCS [Et~LX~LU~I=D · Danie Spence' Esq. janum-y !0, 1995' P~gc 2 · .. . .provided for informational purpos~si. I have made mOdifications t0"Exhibit F and to · Exhibit G to so. indica~e~. - , '" .~ .. . PI'ease call'me ifyou should .have'any questions. · · · Sincerely; .. · . · -OCS T~ c. HNOLqGIE$,'INC Isabelle. Salgado ~) . . .. Corporate Counsel ' ' .. · J .. B. Ash' · J. HodeI ' C. NUZhm''' ,. 01-11-95 10:02AM 01/11;95 09-55 ~510 460 ~0 OCS /EC]LNOLOGIE$ ~004,'0!2 INFORMATION SYSTEM AND SOFI'WARE LICENSE CONTRA~ BEq%VEF_,N OCS TECIINOLOGIES, INC. AND ~ CITY OF TUSTI~ This ~NIrORMATION SYSTEM AND SOFTWARE LICENSE CONTRACT, ~re(n~P,.er the "Agreement") is made by and between the City of Tusfin~ an ,mdty o~ganized under the laws of the State of California Caereinaf~ ref~red to am "Cu~omer"), located at 300 Centennial, Tustin; California 92680 ami OCS Technologies, ne., a corporation orguniT~.d under the laws of the State of Washington (hc~ina{ter referred to a~ "OCS") located at 5960 Inglewood Dr:, Plea~a. nton, CA 94588. Customer agrees to purchase, and OCS agrees to license and/or sou and fumi~ the following desmlxzl goods and services in accordance with the tenn~ and conditioms set forth herein. This Agreement may refer to OCS and Customer together, a~ the "parties", or'may refer-to OCS or Customer as a "party" to the Agreement. ,Com.rx)sition of A~m'eement. This Agreement is composexl of thc §m~:-al terms and conditions contained in the following Sections, together with the li~ted Exhibits, which aze attached hereto and incorporated by reference herein. General Contract Provisions Software License Provisions System Delivery Accepmnce Sections 1 - 23 Sections 24 - 30 Sections 31 - 39 Sections 40 -' 45 Extfibit A Exhibit B Exhibit C Extfibit D Exhibit E Exhibit F Exhibit O Eochibit H Scope of Work Hardwaze Equipment/Pricing So~var~ Serv/¢es/Pficing Pricing Summary payment Schedule Third Party Software Ag~ement ~nd Manufacturer Pass-Through Provisions Form of OCS Application So~w~c Support aud Maintenance Agreement S~mplc 1Vlat~ ~S AND CONDITIONS GENERAL CONTRACT PROVISIONS o ~ AS used in this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below: OCS APPLICATION SOFTWARE ~hall mean all or any portion of OCS computer sofam~re program, as listed in Exhibit C, whether in mae~ readable or printed form including any corrections or updates thereto and all associated documentation- OCS Technologies, Inc., Confidenti~ City of Tustin - 01/10195 510 460 5560 01-11-95 lO:02AM P004 %!3 01/il. 95 09'56 8510 -'' 5560 OCS TECI~;0LGGIES ~005/012 . , , . , b. c, cl. OCS APPLICATION SOFTWARE MODULE shall be a subset of OCS APPLICATION SOF'IWARE that peffonn$ a logical functional unit OCS CUSTOM SOFTWARE refers to any OCS written code, modules or applications that are customi~, modified or developed specifically for the Customer under ttxe terms of this ~ent. THIRD PARTY APPLICATION SOFTWARE refers to any software product that is purchased or licensed from any source external to OCS and re-sold or re- licensed to the Customer under the terms of this Agreemmt. The Third Party Application SoiSxmm sold hereunder is identified on Extfibit C. OEM HARDWARE and/or MANUFACTURER SUPPLIED SOFYWARE refers to hardware or software products that are purch~_oexi or licensed by OCS from the .. original hardware and/or software manufamurer(s) and re-sold or re-licensed to the Customer under the terms of this Agreement. The OEM Hardware sold hereunder is identified on Exhibit B. SYSTEM refers to the collective whole of all computer hardware and software installed under the terms of this Agreement and a~ defined in Sub-Sections a - f, above. Headings. All headings used throughout this Agreement are for reference purposes only and shall not be considered a subm, mtive part of thc agreement between the parties. Term. of A~eement. Th.is Agreement shall commence on , 19. , and ~hall continue through the expiration of all warranty periods described in Section 15.2. The terms of Sections 14, 16, 17, 18, 24-30 and 45 shall survive teamination of this Agreement. Legality. and Severabili~__. This Agreememt and the parties' actions under this Agreement shall comply with all appli~ble federal, state and local laws, rules, regulation.% court orders, and governmental agency orders. If a provision of this Agreement is terminated or held to be invalid, illegal or unenforceable, the validity, legality and ezfforcxmbility of the r~rn~ining provisions shall in IlO way be affected or impaired thereby. Choice of Law. Interpretation of this Agreement shall be governed by the laws of the State of Calffomiz. Waiver. Any failure of a party to assert any right under this Agreement shall not constimm a waiver or a termination of that right, this Agreement or any ofthis Agreemenes provisions. OCS Technologic.% l~tc., Confidential ~ma~agn:cmen~J~in4.do¢ ~ of Ittstin - 01/I0195 510 450 5560 0t-t!-95 IO:02AM 9005 ~13 09'56 8510 4~r SO OCS TEC]L~OLOGIES ~006/012 , _Taxes~ The purchase price for the System under thi~q Agreement is exclusive of local, state and federal sales, excise, personal lXOperty ar other similar taxes or duties, and any such taxes are assumed and paid for by Customer. . , 10. Payment Terms. Customer shall pay to OCS all fees as set forth in Extra%it E, Payment Schedule, of th~s Agreement. All amotmts p~t due shall be subject to a late charge calculated at the rate of 1-1/2% per month (or the maximum extent allowed under applicable law, whichever is less). Late charges shall aeeme beginning on the date of original invoice ff outstanding balance is thirty (30) days or more past due. Customer shall pay ali costs of collection for mounts due hereunder, including reasonable attorney's fees. Liqui;:lated D~rn~es~ In no event shall OCS be liable for liquidated damages of any kind ~daatsoever. Heajth _a~d Safety Compliance. OCS and Customer will adhere to all applicable laws, roles and regulations including those regarding health, ~tfety and the environment and the Occupational Safety mid Health Admin/stration's rules and regulations. 11. Nondisc~minat/on: Unless exempt under the rules and reg~,i~tions of the Secretary of Labor or other proper authority, this Agreem~ is subject to all applic,ble executive, federal, state and municipal regulations, laws, orders or ordinances relating to equal oppommity and nondiscrimination in employment. OCS expressly agrees not to discriminate in its employment practices agaimt ,.ny person by reason of race, religion, color, age, sex or national origin and agrees to comply with the provisions of such laws and orders as well as all laws and orders relating to the employment of the handicapped, the employment of veterans, or the employment of women and minority business enterprises. 12. Insurance Coverage~ OCS shall provide insurance coverage with the name of OCS stated on the certificate, prior to the beginni-g of on-site operations. A copy of tho certificate of insurance shall be provided to the Customer upon request and the inmaance carder shall utilize Customer's standard Certificate of Insmance, a copy of which is attached hereto as Exhibit I. Within ~ (15) days following execution of this Agreement, OCS shall provide the Customer with proofthat the City of Tustin shall be identified on the Ccrtificale of Insmance as an additional named insure& Thc coverage md amounts below m-c minimum requirements and do not establish limits to OCS's liability. Other coverage and higher limits may be provided at OCS's option and cxpcnsc. (1) Workers' compeasafion, including occupational disease, as prescribed or permitted by law, and BmployWs Liability with a limit ofnot less than $100,000 per occmx~nc~. 0C$ Tec. hnologie% Inc., Confidential irn~~n~.doc CUy of ruzan - 01/10/95 =.~ t=~ ==~a 0[-[!-95 !0:02AM P006 01/11/95 09'57 ~$10 4 ;60 OCS TECILN'0LOGIES ~007/012 13. 14. b. C. do (2) Comprehensive General Liability Inmamacc for Bodily Injury and Property Damage with a combined single limit of not less than $500.000 each occurrence. Coverage shall be extended for endorsements made and exclusions removed, as follows: (a) Emended Coverage i) ii) iii) iv) v) v0 vii0 Premises and Optmtions B Lmket Agreea~nt OCS's Protective Liability (for work let or sublet) Products and Completed Operations Broad Form Property Damage Explosion, Colhpse and Underground Damage (as applicable) Non-Owned Automobile Coverage Extended Liability Coverage in the Amount of $1,000,000 each occurrence and $1,000,000 aggregate. All insurance policies are to be written by companies autho~ to do business under thc laws of the St~e of Ca[ifm~a and having a Besfs Key Rating Cmide rating of Cn~e A/Class VIH or better. At OCS's option, OCS shall purchase and maintain property insurance on the SYSTEM for the full cost of replacement as of the time of any loss for which OCS bears the risk of loss under this Agreement OCS shall maintain on file with Customer at all times during the term of thc Agreemeat certificates of [usmmace showing that the insurance requixed herein has bccn obtained. Such certificates shall provide that cancellation or material change shall not be permitted without giving thirty (30) days prior written notice to Customer. _Assi_~ment Neither party shall assign, sublet or transfer any interest in this Agreement or the Software Support and Mainte~mee Agreement (Exhibit G) without the prior written consent of the other parU, which consent shall not be unreasonably w~thhelcl; provided, however, that OCS may assign and transf= this Agreement, and/or the Sol. rare Support and M~,h,*enance Agreement (Exhibit O) to its parent, subsidiary. successor or affiliated company without the prior written consent of Customer. Confidentiality_. 14.1 The SoRware licensed by Customer hereunder, including file ~tctures, doctmaentafion~ algoritkrn..$ and related sof~ram concepts therefor exert as otherwise provided herein, shall not be disclosed to any ~ird ~ in any manner OCS Technologies, Inc., Confidential ~en~n4~toe City of Tustin - 01/10/95 without the written permission of OCS. Likewise, thc ~oftwa~, documentation, algorithms and rc~ software concepts existin~ on Cus~s co. _rnpmer~ shall not be disclosed by OCS to any third party in any manner withou~ thc wrimm permission of Olstomcr. (Stroh proprietary information shall hcrcinaf~ b~ d~signated as "Infommtion'.) OCS und~rstan~ and agl'~ that the Information and all other mat~als submitted in connection with this Agreement may be subject to dlsclosu~ under th~ provisions of the C-~li¢omia Public Records Act. In the event a request for disclosure of any pan or all. of the Information or other material is made to Customer, Customer shall notify OCS of the request and shall thereafter disclose the requeaed InfonnaIion unless OCS requests nandisclosure and agrees to indem,~ify, defend and hold Customer harmless in any/all actions brought to require di~losure. Customer agrees to give OCS the opporttmity to review the requ~ Information andto the extent permis~ble under the -. California Public R~ords Act, to rcda~ or expurgam portions of the requested Information in o~dcr to rnitigat~ the harm to OCS of such disclosure. Additionally, Customer shall not be bound by the cordidentiali~ terms and conditions of this paragraph, with respect to the Information, when, after and to the extemt: (a) The Information is subscquentiy lawfully obtained by Customer from a third party or parties; or (b) The Information wa~ known by Customer prior to its disclosure to Customer by OCS; or (c) The hformafion is independently developed by Cusrnmer or a third party; or (d) TM Information is disclosed by Customer as compdlcd by legal process. 14.2 The Customer understands and airees to be fully liable for toss or damage incurred by OCS as a result of the improper or unauthorized release of Information by the Customer or its agents. OCS shall be given thc oppoW~nity to defend the confidentiality of such information to th~ maximum extent allowable unde~ the law Prior to disclosure by the other party of such infonnaiion. The parties' oblit~.tions undcx this S~ion sb,ll survive the ~on or expiration of this Agreement. 15. 15.1 Warranty.' 0fTitle, OCS warrants that it holds title and/or copyright to dl OCS APPLICATION SOFTWARE and its associmcd MODULES licen~, and delivered pursuant to this Al~eem~nt. 15-2 OCS APPLICATION SOFTWARE Warranty.. OCS warrants that thc OCS APPLICATION SOFTWARE will perform free of software defects that would prement the Sy .s!?.m from operating in the m~mner desto'bed in the OCS User Documentation for the version installed. Inst._ llation and demonsm~on of the OCS Application So~ shall oexmr in two (2) phases, as described in the PRIM. The warranty period for the OCS App~cation So~ in each phase shall OCS Ttte, hnologie~, Inc., Confidential 5 C~y o! l',~san - 0I/IO/95 R=97% 510 460 5560 0I-!1-95 i0:02AM ?008 ~13 01,ii.95 09'58 ~510 46e '~60 OCS TEC~;OLOGIES ~009,'0i2 15.3 15.4 commence upon the OCS Application SoRwam Acceptance Date (as defined in Section 40.1) for said ph~.q¢ and shall continue fo~ a period of,Jnety (90) days. In tim evens of a defect that is covered by the foregoing wananty and which occurs during the applieablg period statexl above, OCS, at its option will either repair or replace the OCS APPLICATION SOFTWARE MODULE ,hat contains the reproducible defect, and such action on the part of OCS shall be thc full extant of 0CS'$ liability, and the Customer's excltmive remedy, for bremgh of the Software warranty. This warranty does not center an i~z~n of Software (a) used ia other than its normM and customm~ m..-,~v, Co) subj¢oted to misuse; ox subjected to moaitqcations by the Customer or by any party other ,._kan OCS without prior writ~n consent of OCS. Non4DCS owned programs arc excluded __from this warranty but such programs may be subject to the warnmty provided by their owners, which wm-rmxty will be assignezl, where poss~le, to t1~ Cu~omer by OCS upon the Cu.~omefs r~quest Any breach of this wammt7 shall b~ waved unless thc Customer nogJics OCS ~t the address noted in Section 23 within the applicable warranty period. OEM HARDWARE .and MANUFACTU'RER-$UPP_LIED SOFTWAt~. and THIRD PARTY SOFTWARE_ Warranty.. OCS warrants al the time of S¥$'1'£M Xceeptance that the SYSTEM will fun~on in accordance with the published doc~rnentafion for all OEM HARDWARE, MAHUFACTURER-SUPPLIED SOFTWARE and ]I-IIRD PARTY SOFTWARE. OCS shM1 pass through to the Customer all wawandes prodded to OCS by all suppliers. With respect to Sections 15.1, 15.2 and 15.3 above, CUSTOMER UNDERSTANDS AND AGREF~ THAT EXCEPT FOR THE FOREGOING WARRANTY, NO OTHER WARRAN~ES, WRITTEN OR ORAL, STATUTORY, F. XPRESS OR IMPLIt~, INCLUDINO ANY IMPLIED WARRANTY OF MBRCHANTABILI/W OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY TO THE SY~ ALL SUCH IMP~.rF.D WARRANTIES ARE HEKEBY AND EXPRESSLY DISCLAIMED. OCS's sole obligation for breach of the foregoing warranties shall be limited to repairing and/or replau'ing, at its option, the System ar any of ~ hardware or softwar~ components at its own expense, which shall be the Chlaomex'$ $o1~ and exelusiYe remedy. Tim repair or replacement of any defective equipment undex ,hi.~ ~ is conditioned upon the System not havi~ be~n altered ot repaired by any individual other than OCS employees or agenls, and OCS shall not be reaponsible for any defects resul~ fxom the mishandling, abuse, misuse, improper storage or improper operation, inclum-E use in conjunction with equipment which is eleottic~y or meo~ incompmible with or of infexior quality to the SYSTEM as well as failure to maintain the environm~tal conditions spexified by the man~~ of the SYSTEM. OCS T~ehnologi~s,--~'--"'~ne., Con. Ndentlal jm~4lrt~nktnsfin4, doc ~~ - 01/710/95 510 460 5550 01-1 !-95 lO:02~x PO09 %[3 _ _. 0i,'1]./95 09'59 '~'5t0 460 5560 OCS TEC]LNOLOGIES 16. 15.5 All services (i) performed under the OCS Technologies, Inc. Application Software Maintenance Agreement attachcd hereto as Exhibit F being ~ed by the parties concurrently herewith (the '~VIaint~nanee Agreement") or ('ti) designated as "after hours support services" in the handbook to the Maintenance Agreement (the "Handbook") will also be performed during tl~ warranty pe'd~ free of charge. OCS shall provide such services during the warranty period 24 hours per day, as necessary, wimhout charge, as long as the Customer follov~ the proceAu~s for af~ hours suptx~ set forth in said Handbook. If the System breaks down during the warranty period, the applicable ninety (90) days warranty period shall be tolled uutil the System is re. ed. Limitation of Liability: Neither OCS nor Customer shall be liable to the other party for any _c.laims, actions, suits, lxoceoq_ ~ngs, costs, expenses, damages or 1/abilities arising out of performance under thc Agreement tmless such claims, actions, suits, proceedings, ~sts, ~pe~, damagus or liabilities (a) are a~a-ibu~ble to bodily injmT, sickness, disease or death, or to injury to or destruction of tan~ble property, and Co) are caused trg the negligent act or omission of OCS or Customer, or their respective subcontractors, agents, officers, directors and/or employees. ~on of the System and use of the products and services identical in this Agreement are the sole responsibility of the Customer. CUSTO~ SHAt1. NOT BE LIABLE, IN ANY EVENT, FOR SPECIAL, INDIRECT, 12qCIDENTAL OR. CONSEQUENTIAL DAM. AGES, INCLUDING, BUT NOT I.IMITED TO, LOST INCOM~ LOST REVENUE, OR. LOST PROFIT, WHETHER SUCH DAMAGES WERE FORESEF.&~LE OR NOT AT T~ TIME THAT THIS AGRR~MENT WAS EN~ INTO, AND WHETttEK OR NOT SUCH DAaMAGES AKISE OUR OF A BRF~CH OF AGREEMENT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTI-~R THEORY OF LIABffdTY. OCS's sole undemking is limited to providing the produm and services outliued herein in accordancew/th the terms md conditions of thi~ Agreement. The provision of products sold and services performed by OCS to the C'usmmer ~hal! not be interpreted, comu~ed or regarded, either expres~y or implied, as being for the benefit of or creating any obligation toward any third party or legal entity outside of OCS and the Oostomer; OCS's obligations under this Agreement extend solely to the Customer. NEITHER OCS NOR ANY MANUFACTURER OR SOFTWARE PROVIDER FOR. THIS SYSTEM SHALL IN ANY EVENT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITRD TO, LOST 12xlCOMB, LOST KEVENUE OR LOST PROFIT, WHETHER SUCH DAMAGES WERE FOKI~SV-r~.ABLE OR NOT AT ~ TIME THAT TIES AOREEMENT WAS ENTERr~D INTO, AND WI-IETf~,R OR NOT SUCH DAMAGES ARISE OUT OF A BREACH OF WARRANTY, A BREACH OF AGREEMENT, NEGLIOENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. OCS'S LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OR ACTION, SHALL NOT EXCEED TIlE FEES OK OTHER CHARGES PAID TO OCS BY TIlE CUSTOMER. UNDER TI-ES AG]Rr~.P. MENT. OCS ~tchnotogies, Inc., Confidential 7 City of ~z~in - 01/10/95 510 460 5560 01-11-95 iO:02AM ?SIO ;13 17. 18. 19. 20. Ind~nn. ification. Each party shall indenmi~ and hold harmless th~ othex paxty in corm~ion with ¢~ losr~, damages, liabili~cs and lawsuits to the extent they aris~ from, or are alleged to arise from, negligent acts solely in connection with a party's performance under this Agreement or a party's use of, or operation of, the Product(s) sold, installed and maintained under this Agreement This indemr~ty extends solely to claims and lawsuits for personal injury, death, or destruction of tangible property. IN NO EVENT WILL EITHER. PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF PROFIT OR ATTORNEY'S FEES. Patent a~d Copyright Indemnity_, OCS agrees to defend, at its expense, any suits aga/nst the Customer based upon a claim that any item of Software furnished under thin Agreement ctixectlY infringes a patent or copyright and to pay costs and damages ~n~lly award~ ia any_ such suit, provided that OCS is notified promptly in writing of the suit ~ at OCS's request and at its expense is given full control of the suit and an requested as~stance for defense of the suit_ This indemnity does not extend to any suit based upon any infringement or alleged infringement of copyright by thc combination of any item of" Software fiamished by OCS with other elements provided by the Customer. The foregoing states the entire liability of OCS for patent or copyright infringement related to the Software. OCS shall fully coopera~e with thc Customer in protecting or defending the Customer's rights and interests arising from any suits against the Customer based on a claim that any item of OEM Hardware furnished under this Agreement directly infringes a patent or copyright held by a third party. .Security. Interest, Payment terms am set forth in Exhibit E, Payment Schedule. Until full payment to OCS is made, the Customer (i) grants to OCS a continuing security interest in the system sold and the so~w'are licensed hereunder anti any additions, replacements or proceeds thereof, and (h-) authorizes OCS to file a financ~g statement in order to perfect such sectuity interest and (iii) agrees to sign such statements ce~g OCS's security interest. In add/tion to its figh~ as a secured party, OCS may also disconnect the products ot render them unusable upon p~ovidinE notice to the Customer in the event of Chastomer's default. In the event the Customer fails to pay any sum hereunder when due, OCS may, in addition to all other rights and remedies herein or at law or in equity, at OCS's option: 19.1 cease delivery or any other service until paid in full, and/or 19.2 upon receipt of Customer's consent, which shall not be ,,-~asonably'withheld, enter upon the Chastomer's prem~s without liability for trespass and take possession of and remove the products. Delivery., Title.~'ad Risk of Loss, Title to SYSTEM equipment (other than APPLICATION SOFTW~) will pass to the Chastomer upon delivery of said equipment, subject tn the security interest stated above. OC~ shall bear the respon~bility for all risks of physical loss or a~age to the equ/pment until such equipmem is delivered 0C$ Teelmologie$, sine., Confid~ City of ~ - 01/10195 R=97% 51,3 460 5560 01-11-95 i0:02A. M POIi ~13 21. to the "Ship to" add, ss, except to thc cxt~t such dam~c Ls mused by ~e Customer. To retain thc benefit of this claz~sc, the Customer shall promptly nofi_cT OCS of any loss or dazna~ upon discovery a~t cooperate in thc processi~ of ~y clai,~s made by OCS. The Customer represents and wammts to OCS thst k is self-insured and sh~11 maintain reserves in an mount not less thnn the portion of the purchase p~ce payable with regazd to the OCS supplied hatdwa~ until s~h time as the Agreement price has been paid in full. The SYSTEM required under this Agreement shall be delivered and installed according to the schedule provided in the PRIM Document 21.1 In the event any provision of this Agreement is l~rea~ the non-breaeh~g party may give written notice thereof ("Notice of Breach") to the breaching party, --idenfif34ng the breach and a reasonable cure period. In the event the breachl,g party has not corrected the breach prior to the end of thc cum period, the injured party may t]:lell SlI:I'V~ written notice llpon th~ breach~g pal-fy of intent to terminat~. this Agreement for breach (2qotice of Temaination"). The injured party may then ~k legal remefl/es for breach of Agreement. If the breach described in the Notice of Breach cannot be completely cured within thc cure period, no breach shall be deemed to have ocma'red if the party receiving the Notice of Breach begins curative action within the period for cum and thereafter proceeds with reasonable diligence and in good faith to cure the breach as soon as practicable. 21.2 21.3 In the event the Customer has received a Notice of Breach and ha~ failed to correct said breach pursuant to Section 21.1, and has received a Notice of Termination pmmmnt to Section 21.1, OCS reserve~ thc right to terminate this Agreement without farther notice and pursue any and all legal remedies. Upon notification of OCS's intent to te. rm~n~m, the Cugtomer ~h~ll: (a) immediately cease the use of all OCS APPLICATION SOFTWARE and/or prograrm; Co) reoarn to OCS or destroy all copies of OCS APPLICATION SOFTWARE and/or programs; md. (¢) r~m to OCS all SYSTEM components, including but not limited to: all hardwa~ and operating system compon,nts, third party hardware and software and all associgzd documentation; (d) reimburse OCS for all costs directly incurr~ as a msult of suez breach; and (¢) be subject to such damages as may be allowed by law, including the costs of enforcing the mnns of this Agreement. · In tha ~vent O128 has r,ceived a Notice of Br~da from the Cuztomet and has failed to correct said br~mh pumuant to Section 21.1, and has received a Notice o£ Termination pmmmnt to Section 21.1, th, Cu~rner rest, es the right to terminate this Agreement without further notic~ and pursue any anti all legal remedies. If Custome/s claim of bt, ach is or relates to a claim regarding 8 failure of the System or any portion tl~reof, including any module of the soitwar~ or piece of ~Cltfitanent provided ~der, Customer ~ immediately c~az, using tl~ System. or the particular at~lication ffth¢ failure pertains to only one applimfion, 0C$ t, chnolagi~ Inc., ¢o~ ~ms~x~emmVt~.in4.do¢ 01/10/921 2=9?% 510 460 5560 01-11-95 IO:02~M POI2:13 01/1O;gS 17'S3 ~$i0 ~r ~0 OCS TECt~OLOGIES "~001;055 22. 23. upon s~nding a Notice of Breach. OCS shall not be d¢crncd to b~ in breach hereof if it substantially l>m'f~ its obligations hereunder. Notwithstanding the foregoing, or auy other provision of this Section 2l, if thc claim pert_~n~ to a breach of warranty, Custom~ reserves thc right to pursue any an'all l¢gld remedie~, following thc d~live~-f of the Notic~ of Breach and the expiration of the cure period without cure, but witho~ thc dclivm-y of a Notic~ of Tcnnin~fion- G~ml. No represmMon or promise relating to, and no ammadme.~t of this Agreement sba, be binding unless it is in writing and signed by both parties. The terms and conditions of th/s Agr~ment shall prevail notwithstanding any variance wkh th~ terms and conditions of any order submitted by the Customer. Neither pm-ty shall be Hablo for any .failure to perform due to causes beyond iB reasonable control. N~ices. Except for notices required under the Termination Section (21) of this Agreement, which Shall be sent by certified mail, and which shall be deemed given on thc_ date reccivext as ind/cated by the certified mail receipt, any notice, request or payment required to be given by tl~ terms of this Agreement shall bo deemed to have been g/yen three (3) days following when the marne is sent by firm class nmil addressed to tho parties as set forth below, or other such addresses which may be designated by notice in writing by either parties. Either party may change its address by written notice to the other party. NotiCeS, other thau those required under the Termination Section (21) of this Agreement may also be given by fac~rnile w/th rn~il confirmatiou. Facsimile notices will be deemed rece/ved upon the later to occur of (i) four (4) business hours after the sender has received confimmtion of thc transmission, (ii) the receipt by the sender of facsimile confirmation from the recipient or (iii) three (3) dsys after thc covflrming notice is sent by first cla~s mail if a receipt of conRrmation is not received. Tustin Police DepmUnent Cap-in Fred Wakefield 300 Centennial Tusti% CA 92680 Facsimile: Telephone: OCS Technologies, Inc. Attn: Isabelle Salgado, Esq. 5960 Inglewood Dr., Suite 100 Pleasanton, CA 94588 Facsimile: 510/d60-$560 Telephone: 510/460-5500 SOFTWARE LICENSE PROVISIONS 24. License to Use Software. OCS hereby grants to the Customer, and the Customer hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, non- transferable, license to use the OCS APPLICATION SOFTWARE, at the location s~ forth in Exhibit C, Software/Services Pricing. The license granted by this Agreement authorizes use of OCS APPLICATION SOFTWARE ~o[cly on thc Hardware and for the m _,tuber of concurrent users iden~ed in Exhibit C. Within ten (10) calendar days after the time of installation, Chasmmer agrees to supply OCS with the serial numbers of the computer hardware on which each OCS Application Software Product is installe& lO c~ of rusan - o~ao/gs O1; 10, ~$ 17'$4 '~$!0 4~0 ~'~] OCS TECI~'OLOGIES ~002;055 25. 26. 27. 28. 29. ][cma of License. The OCS APPLICATION SOFTWAR.E llocnsc is effective on its shi© date and continues tmtil CUSTOMER'S possession of thc SYSTEM ceases or for a pcriod of 20 years (whichever is less) or until terminated as provided herein. Ali sofhvare liccnsc provisions and any other roms and conditions relating to thc so~ License(s) provided h~ein shall survive the termina~on of this Agreement unless termination is consummated under the terms and conditions of Section 21.2. OCS shall pay shipping costs for the initial delivery of the OCS Application Software. ~. The Customer lumber agrees that it will cause the OCS APPLICATION SOFTWARE to be used or operated (a) in accordauce with the OCS supplied documentation and users manual and Co) only on the CPU(s) provided under Exhibit B of this Agreement, or as modified in writing by authorized representatives of OCS and the Customer. Tho Customer may use OCS APPLICATION SOFTWARE on dam p~.~eming equipment different from the computer equipment listed in Exhibit B while said equipment is inoperable, provided the OCS APPLICATION SOFTWARE is returned immediately to said equipment upon repair. "' ~ The Custer shall not make copies of any OCS APPLICATION SOFTWARE provided under this Agreement except back-up copies which are necessary for the Customers internal data processing needs and for use only on the computer equipment which has a serial nnmber provided to OCS purs, mnt to Section 24, License to Use Software, of this Agreement. All copies of OCS APPLICATION SOFTWARE made by thc Customer, including translalions, compilations, partial copies within modifications and updat~ works and all rights in patents, copyrights, trade secrets and other intellectual property rights in the software, are the property of OCS or its suppliers, and no title to the sof~var~ is transfcrr~ to the Customer. The Customer will reproduce and include all copyright and trademark notices and other propriety legends on any such copies. The Customer acknowledges and agrees that the existence of any copyright notice on any item of Software shall not be construed as an admission or presumption that publication of such item of Soft, rare has occurred. Thc te_.,~ns of this Section shall survive the termination of this Agreement. an c r M ' ' t er. Any changes or modifications to OCS APPLICATION sOFTWARE, OCS CUSTOM SOFTWARF~ or their related data models by the Customer without OCS's written au~orization is an unauthorized change, is in violation of this Agreement and may rmult in a loss of maint~ance services, additional costs and/or penalties. Title and.Securi..ty~ The original and any copic~ of the OCS APPLICATION SOFTWAILE, in whole or in part, including, without liraitat~on,'the de. sign thereof, any subsequenI improvemcats or updams and the derivative works thereof, any and all OCS CUSTOM $ovrWARE and the derivative works thereof, documentation and other information relating thereto, shall zcmain the l:;roper~ of OCS or the third party vendor whic2t owns the APPLICATION SOFTW'A.R~ lXOVided under thia Agreement However, risk of toss shall pass to the Customer wh~m the Software has bom delivered. OCS~chnologi~s, Inc., Confid~ 11 cay of Tusan - Ol/IO/95 irrt&~,re · m en~u.~in4,doc 510 460 5560 Ol-[o-g6 06:00PM ?002 01,'10/95 17'$~ ~510 ' 5~60 OCS TECRNOLOGIES ~005,05g Thc Customer will usc the Software, the ix~formation contained in i~ or any portion of it, only as permitted in this Agreemenn The Customer will rake appropriate aetio~ by ins~on, agreemenI or otherwise, with reject to ~ay persons permitted access to the Software, so as m enable the Customer to hold the Software ia confidence and otherwise to satisfy the obligations of the Customer under this Agreement. 30. Source Code _Escrow Account. 30.1 30.2 In the event OCS discontinues support of OCS APPLICATION SOFTWARE and does not provide for such support by a third party, the Customer will have access to the source code as a named Licensee under the terms of the Escrow Agreement that OCS maintains with its National User Crroup so that the Onqtomer may contim~ operation and maintenance of the OCS APPLICATION SOFTWARE. OCS APPLICATION SOFTWARE is placed ha the Escrow Aecotmt held by the National Safe Depository of West Sacramento, California. This deposit is performed automatically on a quarterly basis and with each new release of OCS sol, are. Comfirmation of said deposits may be received upon written request from the maintena~ce-payir~ Customer. 30.3 In the event the Oastomer obtains source code from the Escrow Account, the Customer agrees to maintain the confidentiality of the source code. Should the Escrow Agent resign under said Agreemen% or the Agreement be terminated for any reason other than with the Customers consent, OCS shall promptly, with notice to the Customer, enter into an agreement with a new Escrow Agent with subsmnfiMly the same terms as the original Agreement SYSTEM DELIVERy '31. OCS Resrmnsibilities. OCS ~hsll be responsible for a variety of products and services (where ai~plicable) such as: project managemem, performance of analyses, ordering of hardware, sofa-are mad software, implementation, training and support services. Direct responsibilities in this area' include: Appoint Project Man. ager. OCS will appoint a Project Manager that will kave the authority to make siEnificant decisions relevant to the project and have direct access to OCS's management for resolving problems beyond the Project Managers immedia~ authority. At all times during the Agreement, the Projec~ Manager shall be reasonably accessible to the Customer. b. Develop Project Implcmemafion and Review Docarment (PRIM), which outlines the responsibilities of both pa_~des and the estimated pwject time frames. Preparation of the PRIM Document includes a review of the scope of the project arut identifies outstanding issues ~at must be addressed prior to project inifiati~m Upon exec~on of this Agreement by both parties, OCS will schedule meetings OCS Technologies, Inc., Confute~ irn~agre~x~a~u.~ti~.doc 12 City of Tustin - 0.l/10/95 - --,, 5!:3 46q_ 5550 0:-:0-95. . 06:9°:'*-:--' .... ~:- ~' '~; - 3!:10/95 17:56 '~'$13 i80 :~60 OCS TEC~NOLC,;]ES ~004,'05~ with the appropriaZe ~mer ~ OCS personnel, to include the Customer's Project Manager, Applications Managers, and an)' al~ropriate incl/viduals from the Customer departznents or agencies, in order to complct~ the PRIM Doc,,ment. Du~ng the PRIM process, OCS will &termine, with the Customer, if a detailed Functional Sp¢cificatiom Dovument (her~ referred to az "FSD") will be required (see Section 33). If an FSD ia not required, completion ofth¢ PRIM Document is anticipated to tak~ from 30-45 days from Agreement execution, depending on the availability of the appropfia~ Customer pea'sonn¢l. Once this process is complete, OCS will submit the PRIM Document to the Ctmomer for review and response..COMPI~TION OF AND FORMAL AGREEMENT TO THE PRIM DOCUMBq~ IS A CONDITION PRECEDENT TO PERFORMANCE OF THIS AGKEEMENT. Execution of the PRIM Document. If the parties do not mu.h,a!!y agree upon a PRIM Document within 45 chys after ¢ommellc~mea21: thereof, CLtstomgr shall have the right to term_ irmte this Agreement and receive a refund of an amounts it has paid pu~v~nr to Exhibit E less the value of OCS' project m~n~gement time related to this Agreement calculated at a rate of $95.00 per hour and materials related thereto. When both parties have mutually agreed upon the scope of work and details as described in thc PRIM Document and all applicable $ignaun~s have been obtained on the PRIM Acceptance Form, performance of the work as noted in this Agreement and the subsequertt PRIM Document will ~commenc¢. d, Ordering of hardware components and sched~e installation as appropriate. Hardware wLl[ not be ordered until a signed PRIM Acceptance Form is received unless the Customer afFees in writing to pay for the equipment at the time of order. Since OCS cannot conlxol price increases by hardware supplier~ and third paxty resellers, f-ailu~ to rrach ag~e, ment on a PRIM Document within sixty (60) days of the date of execution may re.smlt in a price increase for this project. Price increases beyond the control of OCS will be passed on to thc Customer. Software Implementation. OCS and THIKD PAKTY APPLICATION SOFTWAKE will be instal[cd pu~,a-t to thc teaa~ a~l conditions of this Agreement and in accordance with the timelines and scope as outlined in the PRIM Document. Training and Support Services. 0C$ will provide training and supl~ort services pursuant to thc terms and conditions of this Agr~m~at and in acc~danc¢ with th~ timelines and scope as outlined in the PKIM Doormenl: 32. Customer's Re%ponm"bilities. The Customer shall provide ac.c~ss to facilities for installation of the System, and agrees to appoint a Project Manager who shall be responsible for review, analysis and acceptance of OCS's performance and the Coordination of Customer personnel, cquiFment, vehicles and facilities. This Project Manager shall be empowered to make decisions with ~ authority to bind the Customer 13 C~y of Tustin - 01/10/95 - - :,.. 510 460 5550 01-10-95 06:00PM P004 ~II 91;1C.'95 17'57 '"~5i'3 J, 6c' 5550 OCS TE~OLOG.TE$ '~D005.057. with respect to thc work being performed under this Agreemcm. The Project Maaager shall also have direc~ access to thc C'us~m~s executive maaagemem at all times for purposes of problem re~olution. In additioa to the above-mentioned Project Manager, the Customer shall a~iga one Applieations Manager for each major OCS APPLICATION SOFYWARE MODULE provided uader this Agreemerrc The Project Manager arut each of' ~h¢ Applications Managers (for their specific application and/or module) will: Have rcspoaslbility for managing the im~llation of the SYSTEM on b~.half of the Customer, and learning and using the SYSTEM. b. Review and provide input into the development of thc PRIM Document mad either approve or provide specific objection to the final PRIM Documcat within I 0 days -of receipt. Provide day-to-day information arut data concerning thc Customers operations and activities. If the Customer's response is inadequate or the request is major ia scope, then OCS shall make a written request specifying the desired response time, and the Customer l~oject M~-ager shall provide written response wlthin that time, if reasonable, or specify when such response shall be forthcoming. d. Advise OCS of any change~ in the Customers requirements and initiate chaage orders as specified ia Section 39, Chaage Orders. Provide access to the Customers s, aff to answer questiom. go Provide personnel for file editing, table building,-obtaining source documents and other necessary task~ ia a timely manner, and for rnaintaiffing Chastomer-owaed equipment. Prov/de and make available all necessary computer time and supplies required for SYSTEM operation a~d ma/menance. Perform backup functions on an ongoing basis as specified in SYSTEM documentation. Pay ail invoice, in a timely manner per Exkt~bit E, Payment Schedule: Be respomible for determining aad obtaining all nec~ permits and lic_~.nses required by any governmental authority and the costs associated therein. OCS will work with the City during the PRIM process in ob~in~ng the necessary permits and licenses described above. · .. ~ proper sy~ administration procedures to rmaximize system performance and to preserve the OCS APPLICATION SOFTWARE operating environment as defined in the System M~ager's Guide. OCS is not responsible 'OCS Technologies, Inc., Confidential 14 City of TUsan - O]/~ O/gS 01,'1C/95 17'$6 '~$!0 %60 ;'~0 OCS TECE~0LOGiES .. ~004/055 with the appropriate Customer ami OCS personnel, to include the Custorae~s Project Manager, Applications Managers, and any appropriate individuals from the Customer depax'anents or ageucie, s, in order to complet~ th~ PRIM Doc-~ent- During the ?RIM proce$% OCS will determin% with the Customer, if a detailed Functional Specification~ Dooument (l~r~ referred to as "FSD") will be required (sec Section 33). If an FSD is not rextuired, completinn of the PRIM Document is anticipated to ta~ from 30-45 days from Agreement execution, depen~ on the availability of the appropriat~ Custome~ personnel. Once this process is complete, OCS will submit the PRIM Document to th~ Custom~ for review and response..COMPLETION OF AND FORMAL AGKEEMENT TO ~ PRIM DOCUMENT IS A CONDITION PRECEDENT TO PERI~O~CE OF/HIS Ex¢cu6on of tt~ PPdl~ Document. If the pa~des do not mu.~.,a!!y ~ree upon PRIM Do~II~t withi, 45 da~ lmve the ri~t to ten-_ lrmte this Agreement and t~ceive a refund of all mounts k has paid pu~uant to Exhibit E less the value of OCS' project management time related to this A~reen~nt calculated a/a rate of $95.00 per hour and materizls related thereto. When both partie~ have mutually a~reed upon the scope of work and dctmi]s as described in the PFdlV][ Document and all applicable signatures have been obmir~ed on the PRIM Acceptance Form, performance of the work as noted in thb Agreement and the subsequem PRIM Docum~t will _co~,menc¢. d. Ordering of hardware components and schedule instalhtion as appropriate. Hardware will not be ordered until a signed PRIM Acceptance Form is ~eceived unless the Customer agrees in writing to pay for the equipment at the time of ord--. Since OCS cannot control price increases by hardware suppliers and third party resellers, f-ailu~ to r~.ach a/~ement on a PRIM Documeat within sixty (60) days of the date of execution may ~t in a price increase for this project. Price increases beyond thc control of OCS will bc passed on to thc Customer. e. Software Implementation. OCS and THIKD PAKTY APPLICATION SOFTWAK~ will be inst~cd ~t tn the tcaxns ~d conditions of this Agreement and in accordan~ with th~ timdines and scope as outlined in the PRIM Document, Training and Support Services. OCS will provide training and supl~on services pursusnt tO the ~ and conditions of this Ag~emcnt and in accozclanc~ with th~ timelines and scop~ as outl/~ed in the PKIM Document 32. Customer's Re _sponm'bilities, The ~mer shall provide access to facilities for installation of the Syacm, and agrees to appoint a Project Manager who shall be responsible for review, analysis and acceptance of OCS's performance and the coordination of CusWmer personnel, equ~trmen% vehicles and facilities. This Project Manager shall be empowered to make decisions with the authority to bind the Customer O--'~S Technologies, Inc., Confiden"'~~ :I3 City of Tus~ - 01/10/95 510 480 5580 01-[0-g5 06:00PM P004 ~I ! 31;lC/95 17'57 '~'519 461~ 5560 OCS TE~0LOGiE5 ~005 0~. with respect to the work being performed under this Agrccmem. The Project Manager shall also have direct access to thc Custom~s executive mansgement at all dines for purposes of problem resolutinn. In addition to the above-mentioned Project Manager, the Customer. shall assign one Applications Manager for ~ach major OCS APPLICATION SOFTWARE MODUI~ provided under this Agreemcrrt- TI~ Project Manager and cach of thc Applications Managers (for their specific application and/or module) will: Have responsibility for m~na~ng the has~llation of the SIYSTEM on b~.halt' of'the Customer, and learning and using the SYSTEM. b. Review and provide input into ttm deVelopment of the PRIM Document and eith~ approve or provide specific objection to the final PRIM Document within 10 days -of receipt. Proxride day-to-day info--on and data concerning thc Customer's opcradons and activities. If the Customer's response is imdcquate or the request is major in scope, then OCS shall make a written request specifying the desired response time, and the Customer Project Manager shall provide written response v~q. thin that time, if reasonable, or specify when such response shall be forthcom/ng. d. Advise OCS of any changes in the Customers requirements ~ initiate change orders as specified in Section 39, Change Orders. Provide access to the Customer's staff to answer questions. go Provide personnel for file editing, table building, obtaining source documents and other necessary tasks in a timely .manner, and for maintaining Customer-owned equipment. Provide and make available all necessary computer time and supplies required for SYSTEM operation end maintenance. h. Perform backup functions on an ongoing basis as specified in SYSTEM documentation. Pay all invoices in a time2y manner pot Exkt~bit E, Payment Schedule. Be responsible for ~ining and obta/ning all necessary permits and licenses required by any governmental authority and thc costs associated therein. OCS will work with thc City during the PRIM process in obtaining the necessary permits and licenses described above. · .. Maintain proper system administration procedures to maximize system p~onnance and to preser~ the OCS APPLICA/ION SOFTWAKE operating environment as defined in the Syst~an Manager's C_nfide. OCS is not responsible OCS Technologies, Inc., Confidential implant,.doc 14 City of Pustin - 01/10/95 ~tO 'aO 5160 O~-!n-c: ,*~:OOPM ?it5 ~[ [ 0i;10;95 17'$,$ '~510 460 q OCS TEC~OLOGiES _ ~]00~/C, 55. .__ 33. for decreases in res_trance time due to impro.r~: _systems odminis~afion, thc addition ofa_~rp_ lieatlons from another saftware supplier or chan~es_ in thc_ hardware or o.t~rat/n~ _system confi_m~atiom Be .responsible for the following site preparation: requirements for space, air conditioning, electrical power, telephone lines, cabling, console mounting of terminals and other equipment installation not specifically identified bemire The Customer shall also be responsible for providing OCS personnel with adequate work space including desks, chairs, telephones and other related facilities as may be reasonably required by OCS m carry out its obligations under this Agreement. The Customer recognites that pcrf~ of Customer's Responsibilities under Sect/on 32 is cnmial to-the successful implementation of the SYSTEM. Inability to co. ltrplcte/pcffo~ those function~ will negatively impact timelines for implementation and various terms and conditions of this Agreeraent for which OCS ~haiI not be held responsible. OCS APPLICATION SOFTW&RE. The Customer acknowledges and agrees that the software provided under this Agreement is sold without ctmtom dcvelopment; modification, changes or enhancements either generic or specific to thc Customers requirements unless specifically defined in Exhibit A, Scope of Work, an OCS approved Functional Specifications Document (FSD) and/or as may be modified in the PKLM document. 34. 35. Documentation, OCS dali provide application soft'ware documentation on IBM compatible, 3-1/2" floppy diskette (double sided, double density) in Microsoft Word Vcrsiou 2.0 forrn~. Additionally, OCS will provide the Customer with one copy of ail application softwar. ¢ documentation. Permission to copy OCS document~on without a fee is contingent upon the ~mer's agreement to retain all copies for internal purposes only. Uncontrollable: Conditions. Neither party .qhall be liable to the other under this Agreement for any loss or damage due to delay in delivery or other perforce failures resulting from any cause beyond such party's reasonable control. Such causes shall include, but are not limited to, compliance with regulations, orders, acts, instructions or priority requests of any gova'nment or departmcn: or agency thereof, corarnu~cations Links to ~ systems, civil or military anthority, acts of God, earthquakes, acts or omissions of thc other party which resulted in thc delay, electrical power surges or fluctuations, lightning, fires, floods, strikes, lockouts, embargoes, wars, fu~l shortages, dots, insurrections, default or delay of supplica% delays in Wm_~ortation and loss or damage of' goods in transit. The delivery schedule provided in the PRIM Document for any delivcrablc shall bc extended by the period of any delay resulting from any such cause beyond control, plus a reasonable period tn accommodate adjustment to such extcns/on. Notwithsm~g thc above, both parties shall use their best efforts to OCS Technologies, Inc., Con. fl~ntial 15 c~ of ~ - 01/1095 ln~ht~'cermn\mstJn4.xtoc 510 4.60 55'60 0i-:0-g5 06:C37M 7005 C' I 01;10/95 17'58 '~519 ]~ 5560 OCS TEC]L'~0LOGiES ~007 055 - --. 36. 37. 38. 39, minimize the adverse consequences of any such condition, and OCS shall bear the risk of loss under Section 20 (Delivery, Tire and Risk of Loss) ofthls Agreement umil delivery. Data Conversion. The data conversion, as listed in Exhibit C, is included in this Agreement. Data Conversion Assimance.. Assistance from OCS in performing may data conversions, other thru that li~i in Exhibit C, may bc requested; however, OCS will charge the Customer for s~vice~ rendered at the then current time and materials bill;ng rate. Nothing herein, however, shall restrict thc Customer from perforrni~.lg dam conversions independent of OCS. Exte~al System Modifications. In the event any ~ system'('meluding, but nm ii, m. ited to, external interfaces to the National Crime Infi:n'mation Center (N'CIC), State Law Enforcemenl or Re~:ords Systems, or State Criminal His'tory Repositories, etc.) is modified subsequent to the formal approval of the PKIM Document, prices quoted in this contract may be subject to change in the event communications to those external systems are a requirement under this contmm. In the event said changes do occur, the Cu~omer shall notify OCS of such changes immediately upon receipt of notific~on from the respective agency(s) and request that OCS prepare a proposal to include a time and cost estimate, for the work to be l:~formod which constitutes a change from the originally agreed upon configuration and work description as presented in the PRIM Document OCS shall, within 30 days of said notice, furnish a written proposal to the Customer provided the required modifications are commercially, technically and practically feasible. Upon receip~ of OCS's proposal, the Customer shall determine whether they require the work to be performed, and ffso shall issue a Notice to Proceed, at which time OCS will perform the necessary modi~cations for the additional mutually agreed upon compensation. Estimates for completion and installation of the work perfonued will be negotiated when-the full scope of work to be performed is identified. _Change Orders. 39.1 39.2 Customer shall have aathority to require change orders in accordance with local govenanent regulations. If additions or changes to the terms, producta or services supplted under this Agreement are requirt~ the price for such additional products or services shall be the fair valu~ of the prodz~--ta or service~ involved. Ail such changes shall be mutually agreed upon between the parties and shall be incorporated as a written amendment to this Agreement, and duly executed by authorized representatives of both parties. OCS Techno~ogie$~ Inc., Confideni~ 16 City o! lh~ . 01/I0/95 v=a~o~ 510 460 5560 0[-[0-95 66:0C?),{ ?007 $11 017'10/95 17'59 '~$I~] 460 '-~0 OCS TECE~0LOGIES ~ ~00~/055 ACCEPTANCE 40. ~ 40.1 · .ti e. Installation and demonstration of the OCS Application Software shall occur in two phases, as described in the PRIM. At a time mutually agreed upon by the parties, such date to in no event be more than ten (10) business days after completing installation and training of ~ OCS Application So~ for each phase, the Customer ~11 conduct a tMrty (30) day acceptance test according to the acceptance test procedures prepared bF OCS as set out in the PR.IM Document. In the event an OCS Application Sof~eaxe (or MODULE) ~ils the acceptance test, the Customer --shall jmmed/ately notify OCS in writing, describing in detail the nature of the failuxe and all circumstances surmunS~g the failure. Upon receipt of the Customer's notice, OCS will investigate the alleged failure and initiate a plan for correction in the event the failure can be duplicated. The ,hlrty (30) day acceptance test period will be suspended until the Customer is in ~ceipt of a corrected version. Upon installation of'the corrected version, the 30 day acceptance test period will resume. In the event OCS determln~ the alleged failure was caused by Customer error, including, but not limited to, SYSTEM modifications made without thc prior written co~sent of OCS, operator error or ertor~ caused by external, non-OCS related systems, the 30 day test period wi]l have been deemed ongoing without suspemion regardless of whether or no! the OCS Application Software (or Module) was used in an operational environment !he Customer will be billed at · ' OCS where the problem was clc,';med to have been Customer generate~k Upon the earliest of the following to occur, the OCS Application Software Acceptsnee Date shall have occurred or be deemed to have occun:ed as to the OCS Application Sofovare in a particular phase: (a) the OCS Application Software in that particular phase successfully pa~ses the thirty (30) day Acceptance Test; (b) thirty (30) days has expired since the date on which the OCS Application Software in that particular phase was installed and the Customer has used that OCS Application Software in an operational environmeng'or (e) the date which is thirty (30) days f%m the date agreed upon for the start of the acceptance testing for the particular phase, where the Customer is prevented from starting the acceptance test procedures by some failure on the part of the Customer to perform any of the Custonaegs obligations that are prerequisites to performance of the testing, including providing access of the SYSTEM tn OCS. In the event the Customer determ~ the sofmrate is deemed unacceptable, the Oastomer must discontinue all use of the SOFTWARE in an operational environment until such 6me a~ the non-conformity is corrected by OCS. ANY BENEFICIAL USE OF ANY OCS APPLICATION SOFTWARE BEYOND THE 30 DAY TEST OCS ~echnologi~s, Inc., ims~gl-eermen~4.(~oc City of Turin - 01/10/95 450 01,'10/95 15'00 ~5'510 4" q560 OCS TECILNOLOGI£S ~009/055 41. .42. 43. PERIOD, OTHER THAN FOR TRAINING, DEMONSTRATION AND TES~G, SI-{AIJ~ CONSTITUTE ACCEPTAN~ OF THAT OCS SOFTWARe. The Customer will aot r~fusc to accept OCS APPLICATION SOFTW~ or an OCS APPLICATION SOFTWARE MODULE solely for the mason tha~ it fails to conform with the specifications, requirements and functions set out in the FSD and/or PRIM Document in an imignifieant respect, provided that OCS provid~ a plan of action to cute such ins/~i~cant non-conformity with reasonable dispatch_ Thc 90 day Warranty Period for the OCS Application Software in each phase shall commence jmme&iately upon the OCS Application So~ Acceptance Date For that ph~_~e. The final payment, as specified in Exhibit E (Payment Schedule) shall be invoiced and payable on the OCS Application Software Aece, p~ce Date of the second phase C'FinaI Acceptance Date"). 40.2 OEM Hardware and Manufaeturer-SuFplied So~, Upon completion of installation, the OEM Manufacturers Acceptance Test will begin. Upon sueces~ completion of the Acceptance Test, a "Certificate of Hardware Acceptance" or other similar documentation will be delivered to the Oastomer, and the Hardware and Manufacturer-Supplied Software will be deemed accepted. 40.3 ~hird Party_ Avplication Software. Third Party SoRware manufactured by M.B. Foster or Orbit Sofl~vare (USA) Inc. shall be ordered by OCS for installation in accordance with the PKIM Document but not before the second phase of the System's completion described therein. ACCel~nee will be deemed to haVe occurred upon installation and successful completion of the Acceptance Test. SYSTEM Support. OCS shall not be responsible for support or field service of Software under this Agreement. Any provision of such maintenance by OCS shall be by separate agreement (see EXfflBIT G) on OCS's then em-rem terms and conditions and at OCS's r. hen current prevailing rates for such support. Coven~ant Against Contingent Fees. OCS warrants that no person or selling agency has been employed or re~ed to solidt or secure this Agreement upon an agreement or understanding for a commission, brokerage or contingent fee, excepting as bona fide employees or bona fide established commercial or selling agencies m,in~ined by OCS for the pta'pose of securing business. For breach or violation of this warramy, the Customer shall have the rigkt to tm-rninate this Agreement in accordance with the termination clause and at its sole discretion, to deduct from the agreement price or consideration, or otherwise recover the full amount for meh commission, percentage or ¢crntinEent fee. Order of Precedence. Work performed under this contract shall be completed pursn~nt to the Scope of Work document (Exhibit A), the FSD (if applicable) and the PRIM OCS Tectmologier, Inc., Confidential ims~en~Iu.stin4.do¢ 18 City of Turtin - 01/10/95 ~_:-o~ 510 460 6560 01-!0-95 ;36:90PM ?009 01 10/95 15 01 '~510 460 '0 OCS ?EC]LNOL.)G,.-- ~.'010,'055 Document. The Scope of Won~ (ExPloit A), the FSD and the PRIM Doc~m~ent take precedence over any outstanding agreements, oral or in writing, by any OCS representative or its agent(s) to Customer. The Scope of Work docume, nt, the FSD and the OCS PRIM Document also take precedence over may RI~ prepared by the Customer, any RFP response submitted by OCS to the Customer, or any verbal or written contracts subsequent to the RFP and/or prepared prio~ to the date of this contract. ~ The Customer represents to have read this Agreement and is in agreement with all of the terms and conditions contained herein. This Agreemem and all Exhibits documents ineo~ herein by rcfcrcnce constitute the emire agreemem, understanding and representations betw~n the parties, and supcrsc~e and replace all prior ~ree~nen~, written or oral, specifically includ/ng, OCS's Proposal and amendments thereto. Neither the Customer nor OCS shall be bound by any oral agreement or representation- No modifications or representations to the Agreement shall be valid unless made in writing and signed by duly authorized representatives of both the Ctmtomer and OCS, and incorporated as an Addendtun hereto. 45. New ~Application So .~ware Module~. The Customer shall have flae right to receive Corrections, Updates and Releases (as those terms are defined in the Maintenmace Agreement) on the terms and conditions set forth in the Maintenance Agreement. 46. .~l~tp_~. Th/s Agreement may be executed in counterparts, each of which, when taken together, shall have the force and effect of an original IN WITNESS WHEPd~OF, The Customer and OCS have caused this A~eemem to be executed by their duly authorized of~cer~ as of the date set forth below. City of Tustin OCS Technologies, Inc. By: By: (Authorized Signature) (Authorized Sigm~t~e) Narll¢: Title: Title: Da~e: D~te: (Signatures continued on next Page.) OCS Technologies, Inc., Confidential ~grccmenUm~4.~ 19 City of Tustin - 01/10/95 1.$'02 '~'510 46* '~60 OCS TECIENOLOGtES 01/10/95 ATTEST: City Cl~rk APPROVED AS TO FOP, M: Lois E. Je,f~y, City Attorney .~_ OCS Te~tnot~gier, Inc., Confiden~ 2O City of Tu~tin - 01/I0/95 im akagmemen\tagtin¢- doe POll ~11 510 460 5560 01-!0-$5 06:00PM 01/10/95 k$'02 '~510 460 5~~ OCS TEC~OLOG~E~ SCOPE OF WORK - -- cONFID~~ TRADE SECRET iNFOKMATION: NOT FOR PUBLIC DISCLOSURE PROJECT DESCRIPTION Under ~ terms and conditions of this Agreement, OCS will provide m~l install thc produ~s listed under OCS Application Software Products (see below) and the products listed under 3rd p~ Software (sec below) on the Hewlctt Packed equipment to be provided by the Tustin Police Department OCS ,Mil provide project management and training services as dmcribcd PROJECT Subject to the terms aaa conditions of the Agreement, Customer accepts the project management services as follows: · To prepare a pKIM Document , Establish and maintain project schedule- Assume responsibility for all dctivcrables and services included in this Agreement, including but not limited to: Installation Tlaining Documentation _ Custom $crftwas¢ Modification services Equipment Conversion s~rices Testing Acceptance Prepare monthly status memos (and mom frequently if requested by Buyer) summ~g p~oject stares, tasks accomplished, problem areas and remaining tasks. · Provide Advice to Tustin concerning: pm-site inspections Specifications for computer room preparation Envkonmental preparation Communications network Rm~otc site perip~ installation W~tring and cabling · provide problem solving and troubleshooting as required OCS Technologies, Inc., Confidential im~gre~mcaXl~rdn~,.doc City of Tustin . 01/10/95 01-10-95 ~6:00PM St0 460 5560 01/10;95 18'02 ~510 4¢^ 5560 OCS TECILNOLOGIES ~0!3/055 iI~-STAI~ATION/IMPLEMENI'ATION SERVICES Subject to the terms and com:litior~ of the Agreement, Customer accepts the implementation services as follows: A "System ImpIement~ion Schedule" will beprovided in the Project Review and Implementation Manual (~RI3,0 which will be developedjointIy by the OCS Project Manager and representatives of Customer subsequent to contract execution- OCS APPLICATION SOFI'WARlg PRODUCTS Subject to the terms and conditions of the Agreement, Customer a~cepts the application software products and installation services as follows: OCS ReeordsManagement System/Associated Software OCs Records Management System (RMS) Core I.acluding: '"'- .. Case Reports ,_ People .. VeMcle .. Business .. Arrest ard Booking .. Field Interv/~w .. UCR .. Fictitious Nmne Bntry .. Associates .. Alert/Comment Messages .o ~Varrant~ .. Citations .. Itistory File .. Property/Evidence .. Traffic Collision .. Bicycle Registration .. Crime Analysis/Sped~l Searches .. Pawns .. Crdds Manag~g Crimi=al !.nvc~'dgafiom (MCr) OCATS/CLETS Interface RMS PC Download Program P~rsonnel;I'mix~g System Equopment Module False Alarm Tracking Module OCS Computer Aided DEspatch/Associated Software Computer Aided Dispamh System Core CAD/E911 Interface CAD PC Download Program ocs re¢ noto nfiaenata irm~-mon'~a~t in4. doe 460 5560 01-10-95 06:0OPM ?0'2 %i i 01/10/95 15'0~ ~5'510 460 ~-'C OCS -I-EC~-N'OLOGIES ~01~.,'0~$ OeoServer Corn Module GEOfile Conversion Program GEOFILE BUILD SERVICES There are fo~ phases in the GEOfile build project: preparation, GIS dam entry, preliminaO' OEOfile build, and ~nal GEOfil¢ build. The Tusfin Police Departmeut is asked to provide a GEOfile coordinater who will act as a single point of contact for the OCS (}IS Specialist. This individual will require tim assista~e of a team. The GEOfile coordinator, te~m members, and the quality of the source materials they gather are key elements to the success of the GEOfile build project. Omsit~'tr-ining~ conducted by the, OIS Specialist, should be attended by the OEOfi/e team men'rs. At the first session, the GIS Specialist win identify the specific source materials that the Tustin Police Depa..-tment must gather and will present a methad for verifying their Two basic categories of source materials are required: addxess maps and boundary maps (i.e., response/reporting district boundaries, city boundaries, etc.) The GIS Specialist will advise a~d assist the team in locating source materials, and present a method for vefifyin. ' g thei~ accuracy. Source materials are subject to approval by the OCS GIS SpecialLst. The total mount of time the (}EOfile team spends gathering and verigying source materials varies greatly from Site to site. It is dependent on the number of personnel available for these tasks, Md the av~lability and quality of the source materials. The GIS specialist will-identify and acquire an existing dig~l base map in center line street format to manipulate with the GIS soRware. This is urn,ally a TIGER file.. TIGEK is a Census Bureau acronym (Topologically Integrated G~ographic ~g and Referencing system) for the digital street base map used to automate the national census. Once a digital base map has been imported into the GIS, it can be exported in a variety of formats that are compatible with other commercially available GIS software. The street mines, addresses, mad interse~lom of the ~igital base mp ar~ manipulated to agree with the address maps provided by the customer. The infommtion on the boundary maps is entered into the GIS through a process called "digitizing". GIS Data Entry_. The GIS Specialist will systematically compare the address ~ provided by the customer withthe center line sueet file. The street pattern will be adjusted to ~ with the address maps by moving, deleting, mad adding street segments. The street name and add, ss ranges for each segment will be compared with the M&ess maps and corrected as require& OCS Technologies, Inc., Con. FutentfM 23 City of ~ - 01/I0/95 irm~men~x~fin~t, dac 01,'!0/95 15'04 '~'$10 Upon completion of the street file, tlxe GIS specialist will remm the address maps to the GEOffie team with a list of unique stree~ names and a list of stre~ ~ames and addrms rearranges. The team will review the lists and mark aay necessary changes i~ red. Af~ the district boundaries have been ctigitized, the OIS specialist will remm the original maps to the GEOfile team with one paper plot for ea~ layer. The team will review these plots and mark any changes in red. Er_e_liminarY_ GEOfile Builg The OlS specialist Will build the preliminary GEOfile. The GEOfile is ~e.d on the agency's rain/computer by OCS. The GIg specialist cor~ducts the second trainktg session, which ~eaches the GEOfile tam how to v~r~ the aeeurae7 of the preliminary GEOfile. A print out of the GEOfile is made to assist the verification process. Any questions of comments concerning the GEOfile will be researched at that time by using GIS and the original source material. ' ~~Ofile Build After the oEofile team has reviewed tM preliminary GEOfile, they will forward a list of corrections to the GIS Specialists. Corrections are based on deviations from th, original murce materials. OCS Technologies reserves a thirty (30) day period to make correction.s, build the final OEOfile, and [usmll it on the Tustia Polic~ Department's mini computer. GEOFILE BUILD AND MAINTENANCE The GEOfile Build and Maintenance product is a combination of trai~ing, GEOfile 'Maintenance sof~ware, OCS Technologies software, docnmentation, and 6i~tal base map that covers the agency's jurisdiction. The three days of mining is conducted by the OCS GIS Specialist. Attendees will learn how to either build a GEOfile from scratch or mairltaln all existing GEOfile created with OEOfile Maintenance aad other tools. Although the pricing docs not include PC sofca~re installation, the client may request assist.anco (at the cuxrent ~ and material rates) in putcl~ing a PC, configuring a PC and/or installing soft'ware and the digital base map. The training is designed for one-on-one interaation, although sm~ll groups can be accommodated. All atleadce~ should spend forty (40) hours preparing for the mining session with the OEOfile Maintenance tutorial, OEM FIARDW~, TWIRD PARTY APPLICATION SOFTWARE AND SERVICES Subject to thc te. rms and condifioas of the Agreement, Customer accepts the OEM hardware, Third Party Application Software and services as follows: THIRD pARTy APPI..IC~4 TION $OFCWA RE Ormaidex/DBMaaager Dam Express Report Writer OCS Technologies, Inc., Confidential cay of Tu~an - 01/10/95 .. , -,-o, 510 460 5560 'i-;.0-95 06:00PM PO!5 ~i: 01<10/95 18'05 ~510 Orbit soRwarc PC Any'wh~r¢ Support Programs OEM ~ARD ~ARE Twin Turbo Acceleratcr Cards GEOfile Maintenance Program 14.4 Baud PC Modemq OCATS/CLETS Interface Hardware In the event that Customer desires to reschedule any on-site services provided by OC~ as part of this Axreemcnt, Customer shaH provide OCS with a written notice for such reschedulingfrfteen (15,) working days prior to the scheduled on-site service..,It OC$'s discretion, Customer f~ responsible for arty travel as_s. ociated ganceIlation charges, in the event C~stomer does not inform OCS of the necessity to resche, d. Ule on-site services in a timely manner. Alt schedule changes shall be requested by Customer in writin~r"and are subject to OCS staff availability. APPLICATION SOFTWARE TRA.IN .IMG Subject to the terms and condi~on~ of the Agreement, Customer accepts the training services as follows: 1. Application Soflvcare Training Seller agrees to provide Traiaiag Scvdce% in the Traia-~-T~ format, for the Application Software in accordance with the following prov/sions. A. Seller .will work with Buyer's personnel ia accordance with thc training, hours designated herein for thc purpose of demonsa'ating each Module step by steep, practicing each menu and associated screen as well as how to uae the written documentation and any on-linc documentation feature. Police Dispamh, Lab, Maintenaace and pre-live traiufmg and related activ/ties will be conducted at the Buyer's site. The purpose of this t~_ining is to help Buyers personnel become familiar with the system and its use as quickly as poss~le. Further, Seller will train Buyer to set up the proper back up and security. B. Seller agrees to provide qualified and experienced Wainem to conduct Train[rig S~vicc~. $¢11cr will ~r~tcavor to succes~lly mia pcrs~el designate, d by Buyer in the operation of the Application Software, but Seller does not guarantee thc training resulB. C. The following hours of Application Sof~,m~ Training shall be provided: Compumr Aided Dispatch/E911 (Not to exceed 8 Poople) .. Trip 1 (Not to exceed 3 Days) .. Trip 2 (Not to exceed 4 Days) Records Management System]MCI (Not to exceed 8 people) .. Trip I (Not to ~x~ 3 Days) 0C8 Technologies, Inc., Confiden~ ~ms~=,r~cmcn'a:ual~4. doc 25 CLy o.f Zam'n - 01/10/95 510 450 55~0 0I-[0-95 '25: ~O?M ?r::5 C[[ 01 10/95 I~:06 ~$10 AF ~60 OCS TEC]LNOLOGiE$ ~017,055 .. Trip 2 (Ncr to exceed 4 Days) .. Trip 3 (Net to exceed 4 Days) Persormel/Trairfiag/Extemals/Equipmeat Module False Alarm Trackir, g (Not to exceed 4 people) .. Trip 1 I,Nor to exceed 2 Days) SoRwaxe ~larion/CLETS/911 Setup .. 1 Day On or Off-Site as required OEOftle Maintenance Training (Not to exceed 4 people) .. Not to exceed 3 Days in the Pleasanton Office OCS Technologits, Inc., Confidential 26 City of lttstin - 01/10/95 ~me~\msti~4.do¢ ~n 450 55~0 Or-tO-95 06:00~M POi? ~i I 01;10/95 18'06 ~.513 460 -'=60 OCS TECHNOLOGIES Dam Express Train/~g (Not to exceed 5 people) .. Not to exceed 2 Days On-Site Training classes will be scheduled at mutually convenient times and will be restricted by the number and sir of class depending on the course offering' DATA BASE CONVERSION SERVICES (Other than OCS Systems) Thc process of converting data from one system to another can be very involved and very problematic. We, OCS, have experienced a success rate ranging form 50% tn 90% on conversions. This rate is controlled by the completeness and integrity of the data we receive, to be converted. Some dam is not available for our system or the data is not verified and stable, or the format and location linkages do not avail themselves to converting to our formats. However, based on the above information we attempt to eoavert as much data, as completely as possible into the following formats. These forma~q and this conversion tee_knique has given us the highest percentage of succ, ess rate based on the conditions described above. These formats are in three areas. First is the people data, this data set holds the description and personal data about the individual. Second is the name data set, this cross references the individual to involvement types a~d cases. The third and last is the Iris'tory or commonly known as 3 x 5 cards. This data set allows us to hold the case number and case code amd report date, giving the base history so the infommtion can be retrieved from hard copy if required. The dam that has been captured irt the conversion is then available to the RMS system during inquiries. OCS will perform no more than two (2) passes at the target data. The data set formats contained in Exhibit H, show the dam fields we try to capru.re in a convcrsion. The conditions set in the first pm-agraph, however, may Limit the amount or completeness of the data we can capture. OCS Technologies, Inc., Confidential i m.~a~recm c n.',,l;u.sti.~4, doc 27 CUy of Tustin - 01/I0/95 460 5560 ''-~0-95 06':2'27>,~ POi8 ~[ [ 01,!0:95 15:06 ~510 460 5'~q OCS TEC]~NOLOGiES EXI-mMT B HARDW~ EQUIJP~~~G CONFIDENTIAL TRADE SECRET INFORMATION: NOT FOR. PUBLIC DISCLOSURE ,, OCATS/CLETS INTERFACE HARDW~ DESCRIPTION COMPAQ PROLINEA 486/66 PC, 525MB DISK, 16MB MEMORY, 3.5" 1.44MB FLOPPY DISK,' 14" MONITOR SUNSOFT INTERACTIVE UNIX O8 SMC ELITE 16 COMBO CARD COMTROL HOSTESS 550 8: PORT SERIAL ADAPTER USROBOT[CS 9600 BAUD MODEM SHIPPINO (includes shipping of CAD PCs) CABLES PANASONIC 320 CPS PRINTER SUB-TOTAL iNSTALLATION TOTAL INTERFACE HARDWARE Year Anm~ Main _t~nanc~ TWIN TURBO ACCELERATOR CARDS (OCS) 14.4 BAUD MODEM TOTAL OEM HARDWARE / QTY' PRICE EA. EXT. PRICE 1 3,220.00 *3,220.00 1 1,990.00 '1,990.00 1 250.00 '250.00 1 600.00 *600.00 1 450.00 1 1,000.00 175.00 1 370.00 *450.00 *1,000.00 175.00 370.00 8,055.00 750.00 8,805.00 4 1,235.00 4,940.00 1 174.00 174.00 13,919.00 OCS Technologies, Inc., Confidential im$~m~mcn~n4,do~ 28 city oj' rusan - o~ o/gs 510 460 5560 01-10-95 06:00PM ?Olg - 01/10/95 18'07 ~,510 .... $S60 OCS TECIANOLOGIE$ EXHIBIT C SOFTWARF. dSERVICES PRICING CONFIDENTIAL TRakDE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSUR.E ,. , PROffECT MANAGEMENT Not to Exceed 140 Hou~ of Project M,nagement Services Extended Price 13,300.0Q TOTAL PROJECT MANAGEMENT SERVICES INSTALLATION/IMPLEMENTATION SERVICF~ Not to Exceed 2 Days Installation and Implementation Services 13,300.00 Emended Price 2,000.00 TOTAL INSTALLATION/IMPLEMENTATION SERVICES 2,000.00 OCS APPLICATION SOFTWARE PRODUCTS (Listed by application or module) APPLICATION SOFTWARE DESCRIPTION OCS Records Management System Concunm~t RMS User Licenses Mamging Clqmin~t Investigations RMS PC Download Program Personnel/Training System Equipment Module False Alarm Tracking Module QTY PRICE EA. EXT. PRICE 1 25,000.00 25,000.00 16 2,500.00 40,000.00 1 10,000.00 10,000.00 1 2,500.00 2,500.00 1 15,000.00 15,000.00 1 5,000.00 5,000.00 1 5,000.00 5,000.00 Computer Aided Dispatch System Concurr~t CAD User Licenses CAD Redundmazy CAD PC Download Program GeoServer Corn Module OEOfile Conve~ion Module 1 20,000.00 20,000.00 4 2,500.00 10,000.00 1 10,000.00 10,000.00 1 2,500.00 2,500.00 1 8,000.00 8,000.00 1 4,000.00 4,000.00 TOTAL APPLICATION SOFTW~ 157,000.00 INTERFACE SOFTWARE DESCRIPTION QTY PRICE EA. EXT. PRICE OCATS/CLETS Interface 1 25,000.00 25,000.00 OCS Technologies, Inc., Confuter.~,:,_! irm\agl'~m~ nL~asfi r~4, doc 29 CUy of tusan - 01/10/95 .... ~,n ~n =~n OT-[O-g5 Cg:00PM 2020 ~ ' 01,'10/95 1~'07 ~5~5!0 460 ''~0 OCS TEC]LN'0LOGiES .. ~02Z/05~ CAD/E9I 1 Interface TElamon Engine for E911 Interface TOTAL 12qTERFACE SOFTWARE ~o,ooo.oo ~o,ooo.oo tucluded ~cluded 35,000.00 IltlRI) PARTY APPLICATION SOFTWARE DESCRIPTION QTY Omnidex/DB Manager Data Express Report Writer Orbit So~mre PC Anywhere Support Program TOTAL THIRD PA~ APPLICATION SOFTWARE PR.ICE EA. EXT. PRICE TttlRD PARTY APPLICATION SOFTWARE TRAINING Not to Exceed 20 Days OCS SoftwareT~g (Train-the-Trainer) Not to Exceed 40 Hours Off-Site Training Assistance TOTAL SOFTWARE ~G ~ TltlRD PARTY SOFTWARE TRAINING 3 Days GEOfile Maintenance Trainin$ ('Plea~anton) 2 Days Data Express Training (Train-th~Trainer) TOTAL THIRD PARTY SOFTWARE TRAIN]]qG GEOFII,E SERVICES Digitized OEOfile Build Sm'vice TOTAL GEOFILE SERVICES DATA CONVERSION SERVICES PSSI Dam Conversion to OCS History File TOTAL CONVt~SION SERVICES 1 3,000.00 3,000.00 1 4,000.00 4,000.00 1 4,000.00 4,000.00 1 156.00 ~ I1,156.00 Extended Price 15,2oo 3,800.00 19,000.00 3,000.00 3,800.00 6,800.00 Extended Price 28,500.00 28,500.00 Extended Price 15,000.00 15,000.00 UPGRADE SERVICES Upglade Status Incident Window TOTAL UPGRADE SERVICES. Extended Price 400.00 400.00 OCS Technologies, Inc., Confidential ims~agr~ememtuztin4.do~ 3O City of Tustin - 01/10/95 =,,: z=o ==~ C:-:o-gG C6:00PM 902! - 01,'10/95 15:05 '~510 3~ 5560 OCS TECI~'OLOGIES ~022..'055 CPU LOCATION Thc Hardware shall be located at: City of Tu~tin Polic~ DeparUn~nt 300 Centennial Tmsti~ California 92680 OCS Technologies, Inc., Confutential irnsL~.reerr~n\tusfi n4.clo ¢ ch), of Tttst~ - 01/10/95 .... 5tO 460 5560 0~.-~0-95 06' 30PM P022 %,t ~ 01.,'I0,'95 i$'0S ~SI0 ~60 ~0 OCS TEC~";OLOGIES ~ 023,'055 EXHIBIT D PRICING SUM1VIARY CONFIDENTI. AL TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE ~ , I - PRODUCT OEM Hardxvare Project Management Imgmllation/Implementation OCS Application Soi~w'are Products and/or Modules (listed) Third Party Application So~ntre/Services (listed) Applicadon Soft'axe Training Services GEOfile Services Data Conversion Services Upgrade Services SUB-TOTAL Discount ffRFP Process W~ived PRICE 13,919.00 13,300.00 2,000.00 192,000.00 17,956.00 19,000.00 28,500.00 · 15,000.00 ,40O.O0 302,075.00 TOTAL SYSTEM PRICE Travel & Per Diem (not to e~) Estimated Sales Tax (7.75%) 275,075.00 10,870 14,731.00 Travel & Per Diem for all on-site visits by OCS personnel axe not included and will be billed at actual cost. OCS shall provide invoira~ in support of its billings. Hotel charges shall not exceed, on the average, $ I00.00 per diem. Travel charges ~hall be at the best tare ava~able, not to exceed $5,700.00. Charges for food shall not exceed, on the average, $45.00 per diem; rental OCS Tec~ologies, Inc., Confu~n6_.t_ city of :!0 460 5560 0:-!0-95 '2"3:007!'¢- ?023 ;"-' _ _ -- 01/10,95 !$'05 '~$I0 460 5560 OCS TEC~'OLOGIES ~021,'055 car charges shall not o:ceed, on the average, $50.00 per diem; and cbsrges for in~d~atals shall not axceed $5.00 p~r diem. Additional Tm~ing/Proje~ Management Hours may be purchased at a rate of $125 per hour. If purchased wi~h ~his contract, $95 per hour. The prices of sof~vare and services offcr~l by OCS in this Agreement are consistent with prices given to other OCS customers who have acquh-e,d similar software and services for installation of similar sizes under a sole source pmcurcm~t and under similar terms and conditions. Buena Park, Los Gatos, and Cathedral CitylPalm Springs arc e, xsmples of organizafionq that have used similar sole source procurements. OCS T¢c, hnologies~ Inc., ¢onfi. dgntial 33 C~ o! Zus~n - 01/10/95 510 460 5580 01-I0-95 06:OOPM P024 01:10,'95 !5:09 '~$10 180 556E OCS TECILN'0LOG!ES ~"-q025,'055 EXHIBIT E PAYM~,NT SCHEDImE CONFIDENTIAL TKADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE This Exhibit is subject to the terms and conditions of the Agreement between OCS and City of Tustin to which it is attached, including the provisions of Paragraph 14, Confidentiality. In consideration of granting ~ license to use OCS APPLICATION SOFTWARE and for providing Hardware and services which include Consulting Services, Project Management Installation, and Training, OCS shall invoice Customer and Customer shall pay within thirty (30) days of receipt of invoice as follows: 1) Payment of 50% of' the total A~.~nent price of $2ft $,945.00 upon execution of th[q Agreement, plus all applicable taxes. REMAINING PAYMENTS: 1) Payment of 25% of thc total Agreement price upon installation of the OCS Application Software. 2) Payment of 25% of the total Agreement price upon Final System Acceptance as defined in the Contract. All amounts past duc shall be subject to a late fee calculated at the rate of 1-I;2% per month (or the maximum extent allowed under applicable law, whichever is less). Late fees charges sh~ll sccu-ue begir, niug on the date of original invoice if the outsmanding balance is thirty (30) days or more past due. Customer shall pay all costs of collection for amounts due hercuncler, incluah, g reasonable attorney's fees. OCS Technologies, Inc,, Confutential i~'mastl.4.do¢ City of Tum'n - 01/10/95 ~_?~.. 510 460 5560 0i-i0-95 06:OOPM P025 ;Il 01/10/95 18'09 ~'$I0 4~ 5560 OCS TEC]L'~'OLOGIES EXHIBIT F TItlRD PARTY SOFTWARE AG]RF.F, MENT AND MANUFACTURER PASS- TItROUGM PROVISIONS CONFIDENTIAL TRADE SECRET INFORMATION: NOT FOP, PUBLIC DISCLOSURE Attached ms Exhibit F are: 1. Software License and M~ce Purchasc ~ent by and between Orbit So~vare ~'SA) Inc. and City of Tustin; and 2. M.B. Foster Assoeiate~ So~ License Agreement. The license fees and any taxes to be paid under the attached agreements are also reflected ia Exhibits C and D to the Information System and $of~are License Contract betw~a OCS Technologies, Inc. and the City of Tustirk to which this Exhibit F is attache& First year M.~inttnance Fees payable to Third Party Software random ate noted as part of Exhibit O, for informational purposes only. Custorn~ shall pay the fees (excluding Third Party Sol,rare malntenanc~ fees) mud taxea to OCS, who shall timely pay the same over to the respective 1/careers under the attached agreements. OCS Technologies, Inc., Confidential ina~8;r~ancn\o.~tln4.do* 35 city o! ~san . oz"---'"'-----'Tzo/~s 510 46~? 5560 01-!0-95 06'2,3PM P025 01/10/95 t,$'10 ~'$10 460 " ~' OCS T]~C~-~'OLOGIES ~- ~:027,"05~_ P, OFTWARE LICENSE AND IdAIHTENANCE PUFIGHASE by and OFIBIT $OFT"~ARE (13S~) ln~ of 3~5 Dibble 1~1., ~lte ~g, · . 0I-:0-95 05:OOPM P027 01'10/95 15'i1 ~'510 .~on 5560 OCS TEC]~LYOLOGIES ~028.,'055 510 460 5560 01'10-95 06:90P:,~ ?028 01.'!0,95 !,$'-3 '~$!0 460 ~-',60 OCS IECIL-XOLOGiES ADDENDUM 1'O SOFTWARE_LiCENSE AND MAIN't'I~NANCE PURCHASE AGREEMENt, by and between Orbit Seftw~i'e (USA), Inc. 3nd the City of Tu$1Jn . 2~ This addendum forms a material part of the above-referenced Agreement. Notwithstanding any other provision of this Agreement to the contrary; LICENSEE shall have thirty (30) clays from installation in which to ~ompleIe functional tests of the SOFTWARE. if, on completion of such functional tests, LICENSEE is not satisfied with the SOFTWARE, LICENSOR shall have thirty (30) days in which to correct any material defects in the SOFTWARE. if · - LICENSOR is unable m correct such defect, LICENSEE shall have the right to rabJm the SOFTWARE for a full refund of the price paid; and LICENSEE will comply with the Caiifornia Public Records Act, to the exlent required by law, and ~uch compliance shall not be deemed to be a breach of this Agreement. ACCEPTED AND AGREED TO by LICENSOR: ACCEPTED AND AGREED TO by LICENSEE: Date: Date: ORBIT SOFTWARE (USA), INC. CITY of TUSTIN By:_ Name: T'rl~e: Name: TYde: ATTEST: City Clerk APPROVED AS TO FORM; ~ois E. J~ffrey, City Attorney -_*-~- 5[0 4.60 5560 01-[0-95 05:00PM P029 ~I 1 0!,'10, 95 18' 13 ~$10 488 $560 OCS TEC~;OLOGIES ~_~-030,'055 Memorandum TO: FROM: DATE: SUBJECT: David Hurley Isabelle Salgado m/ o/95 City of Tustin Here are comments for your review to the M.B. Foster Associates Software License Agreement. 1. Revise Section 3.1' Delete "Effective Date"; insert the 1,nguage shown ("... completion of training of the Licensee, or its employees, agents or representatives.. ").. 2. NEW Section 6. l(d): "for a period of thirty (30) days following installation of the Software, it shall promptly repair or replace any defective Software as long as Licensee provides Licensor with a written notice of such deficiency, or if such repair or replacement is not possible, it shall issue to Licensee a full refund for the purchase price of the Software promptly upon remm by Licensee of all copies of the Software in Licensee's possession." 3. Section 9.9~: Add to the aud of sentence: "; provided, however, that this agreement and any related documentation shall be subject to the provisions of the California Public Records Act_" If you have arty questions or comments, please let me know. _-~, 5[0 450 5560 01-[0-95 06:00PM ?030 ~! [ 01.,'10,'95 15'14 ~'$10 460 -'=e¢ OCS /EC]L%'OLOGIES __. ~051.,'055 TEL 'i4-454-2402 3an 10 !4'32 No.O04 ....... ,. ,,..~, =.~ ~, ~, ~&~.~...~'~~,:,~,~ ' ' · .... ,,t:llY . -,'f.<L.'-;.% ,:.9~:~.- - .- , '_:-' -' - - ' · ' ~ .:~-......... / ' . ' ' '~: '"¥ "" ' ': '" ' ' .7 :.'-/ , . · .. ...:: ...... ~" - ~ ~ I ~ ~ - ~ ' , A _ I , · __, ~ ~. _' ., ~/ . . - . . : · . · ~~, _ '_~D~ ~! ~,~; ._ · . '- ~ .... '~": :' '. . -'- ~. ~-~~. ~~-~ '....'.~'~ ~ ' ..... .... ...,...,., ...,.., ..... ~I}~S, ~ ~~ ~~}1~ ~ ~ ~ 8 f~ilo~ ~~r~", .'.: ,..( ' ,. , ~[f .... , .. . ,. ,0o a ', ' . , .' , ,, , · i ,. .. 510 460 5~60 01/10/95 15'15 ~510 460 5560 OCS TECtES'0LOGIES ..-.-'.~'.-_ . ':' ,.- . ..: ~..-~:~.~.. ' -.:~.~......-... · . ,:...>.:~,. · .o- .-.., · . . TERMS~AND CQN'DIT?. O NS 1.0 T~R~ OF ~ 5.0 1.1 2.0 TI'i'I.,i~. ,,,~ owsEl~,strm $,I 4.O 4/. 5.4 3.1 (b} IJ~m~ ~..~ ua u~ ~ b~t =ffomrta (C~Lrd I .~_~-o, 5!0 460 5580 O!-!o-g5 06:OOP.V. P'332 ~t! ' Oi ..~ 0 3,3 ,' 0 5, 5 = n ,~n ~::~ Ol '0-95 ~6:007M ?033 ~'' · . 01/i0~95 '3C $ 15't9 , i ~034/055 [dj uPo ,' 0!,10:95 15'20 ~$10 460 556~) OCS TECi~'0LOGiES EX/-{IBIT G SAMPLE OCS $OFTW~ SUPPORT AND MAINTENANCE AGREEMENT CONFIDENTIAL TRADE SECRET INFORA4ATION: NOT FOR PUBLIC DISCLOSURE OCS Technologies, Inc.', Confident~ imsXagreemen~ustln4.doo 36 E~ of Tustln - 01/10/95 __. : ' ? -'.60 --_560 01-!0-95 06: OOPM P025 ~t ! 01,'10~95 18'20 '~$10 48n ~5~0 OCS TECILNOLOGIES ~036,'C$$ OCS TECHNOLOGIES, INC. APPLICATION SOFTWARE ~ANCE AGREEMENT This Application So~mvsxc Maintenance Agreement, (the "Agreeanent") is betwe~ OCS Technologies, Inc. ("OCS") with its principal office at 5960 Inglewood Drive, Pleasanton, California, 94588; and tlae City of Tustin C'Cumomer"), with its principal office at 300 Centnnni. al, Tustin, Ca. lffomia 92680. The capitalized words used, but not otherwise defined, in th/s Agreement are defined in Exhibit A. This Agreement ia effective as of the date set forth in F_xhibit B. A) Customer has been granted a license to usc OCS Application Software pursuant to one or more License Agreement(s) dated January ,1995 (the "License Agreement"). Thc Sofhvare is described in ~ B) Aeeo~g to the terms of this Agreement, OCS agrees to provide Customer with certain Application Sot%m-e support and mainten~ne~ services as described in Section 2 below. C) Customer agrees to pay fees for the Main. temmce Service~ ("the Maintenance Fees") in accordance with the Maintenance Fee schedule set forth in ~. NOW THE~O~ the parties agree a$ follows: i. SOFTWARE AND LOC.~.TION OCS shall pmvii:l¢ Maintenance Services only fcc the Software installed on the Cu.stom~s Proce$$ing Environment maintained at the location or locations described in F, zII[bJL_~. 2, SOFTWARE 5IAINTENANCE SERVICES SCOPE AND TERM OF MAINTENANCE SER~CES OCS shall provide Custamer with th~ Staudard Mainmmm,¢ Services described in Exhibit B and, to the ¢xtem purchased by ChJstomer, Exte~ed Support Services described in ~ The Standard Main~cc Services, and any Extended Support Services purchased by Customer, shall be colleztively referred to as 'WIaimcns,ce Services." The scope of and insmmiom for the use of Maintenance Services are described in the OCS Maintenance and Support Services Handbook ("Handbook") separately delivered to Customer in advance of exe, ctaSon ofthi.~ Agr~a:n,n~ C1astom~ warrants that the Handbook has been cimulatcd to t. lac appropriate ernployee~ who work with the Software, and that these employees uade~mad the obligatiom, rrzt~ctions and procedures contained in the Handbook. taatnmt~doc 01/10t95 ' 5!0 460 5560 0t-10-95 O$:OOPM P036 ~I I 01/10/95 15'11 '~'$10 4~0 ::~0 OCS TECILNOLOGIES ~057;~$$ Thc tcrrn during which Maimcnanc¢ Scrv/ccs shall be provided is set forth in Unless otherwise agreed to try the parties, OCS only prey/des Maintenance Serv/ces for the $of~. 3. FEES 3.1 RKLEASF~ From time to lime OCS may offer Releases to Customer. Ct~omer may elect to Hcense a Release by executing a scpamt~ license agreement and by paying the license fees spccitied in that license a~ Thc Maintenance Fcc shall bc increased to include the additional Maintenance Fee relating to any Release licensed by Customer in an mne, udment to F_,xhibiLfl signed by OCS and the Customer. Add/tion,~ Maintenance Fees for a Release shall be calculated on a pro-rated basis for the rcmainfng term of this Agreement and shall bc paid by Customer in accordance with Section 3.2. 3.2 INCREASES; INVOICING (a) Effective upon any ren~ of the.term of'this Agreement, the Maintenance Fees may be increased by OCS in accordance with its then current fee stru~. Any such increase shall not exceed 7% of the Maintenance Fees applicable to the previous t~nn of Maintenance Services; provided, however, that OCS may increase the Mainter~nce Fees by a greater amount (i) if Raleases are or have been delivered to Customer for which Main~ce Fees have not otherwise been charged by OCS, (ii) if Cusmm~ has requested changes to the Software, (iii) if Customer has requested Extended Support Services, (iv) if OCS has not increased the Main~nanoe Fees in thc preceding term or terms, in which case OCS may increase the Maint~~ Fees by an mount up to the cumulative amount such fe~s could have. increased, or (v) if OCS determines that the historical use of Maintenance Services try Customer exceed the parameters established by OCS in det~'rmiaing its standard Maintenanc~ Support Services in accordance with the factors set forth in the Handbook. (b) Invoices for the Main~nr~ F¢~s shall be issued at the commencement of the mrm of this Agreement or any renewal thereof ~nd shall be paid by Ctmomcr in full 30 days thereaf~. Additional Maintenance Fees for any Release shall be payable in full 30 days af~ the termination of any warranty period offered by OCS on such Release. In tho even~ payment for any portion of an invoice is not received by OCS within the period provided, a 1~ charge at tlm rate of 1.5% per month ~al! aocme on the tinted balance thereof from tho date of the invoice. OCS may mfiLqe to continue Maintenance S~rvlces in tim event ~ payment on any invoice is not received within 60 days ~er the/ssuance of any invoioc. (c) OCS my charge additiomd administrative fees offifteen percent (15%) ofthe aggrega~ smanal Msintenance Fee if Customer requests that invoices for Maintenance Fees be seaat more frequently' than on an annu~ basis. LrpDATES, CORRF. CrION$ AND RELEASES (a) Customer shall not develop, attempt to develop, or engage any third party to develop an Update,, Correx:tion or K¢Icase to thc SoRwam. If Customer should tustmnt, do~ 01110/95 5!0 460 5=50 0!-!0-95 06:0O?M ?057 C' ! 01,'!0,'95 15'22 8510 4~' 5560 OCS TECIDi0LOGIES brem:h lids provision, ~ny Upd~, Conv. cfion, ~ n~ in ~cdou ~ OCS' ~I~ ~ ~~ (i) ~ not be ~ to cr~e a n~ MMic, (~) ~1 be de~ ~c ~cl~ve pm~ of OCS ~d (fii) ~hsll not ~ or o~~c) ~ ~om~. C~om~ ~wlcdg~ ~ ~it 0) ~~k~ ~~nce ~ ~e So~ or (fi) ~g~ or ~~es ~ces~g ~~nm~ it ~y be ~m a ~m~'s o~ ~. OCS ~ ~ ~le, or my elect n~ m confin.c ~t~ Se~c~ for ~ So~ ~ it h~ be~ c~ge~ ~i6cd or ~~d ~ ~om~. or ~ OCS ~~in~ ~t o~ges to ~e Pm~s~g No~ing ~n~ed ~ ~s 8~n 4 ~11M coned m ~Mbit ~e Cu~~ ~om ~ ~ So~ ~ a m~ whch is d~bcd ~ pm of~ So~e's ~cfio~ ~ ~ Us~ Docm~mtiom GENERAL CtlSTOI%IER RE~ON$IBILITIE$; SITE PREPARATION (a) Customer shall install and use thc most current Updates or Corrections to thc Software when aud as d¢l/vered by OCS, and shall create and/or use the Processing Environment designated by OCS for any Software, including the most current native operating system therefor. Customer acknowledges that OCS may terminate Maintenance Services for any Release which predates the two most rccent Relca.scs. (b) Customer agrees to maintain the Processing Environment in good operating condition at its own expense. (c) Customer acknowledges that over time, the Software may be changed throu~ Updates, Con'ections or Releases which require expansion of the capacity or functionality of the Processing Environment Custom~ .~hal! maintain the Processing Environment and obtain the appropriate Updates and Releases thereto as ma5' be necessary to accommodate Updates, Corrections or Releases covered by this Agreement. OCS shall be under no obligation to provide an updated Processing Environment for the $of~ware or to provide Maintenance Services on Software run on obsolete or inappropriate Processing Envimrnnent. If Customer, -after re, sonable good faith efforts, is unable tb obtain or install an upgraded Prong Bnvironrnent in satishetion of this provision, OCS shall make a reasormble good faith effort to continue to provide Standard Maintenance Services on the Software lioensext by Customer for the duration of the term of this Agreement (d) From time to rime, pursuant hereto, OCS shall provide Updates, Corrections or new Releases by on-line (modem) services, or through the delivery of' electronic or magnetic medi~. Customer assmnes the full respon.qibility of creating back-ups on the Sof~var, and for othenvise archiving or storing its data against loss, damage, or destruction before recei~ on-line Main~ Scrvi~ or before installing eloetro~c or magnetic media on the Processing Environment- tu_ctn~.doo 01/I0995 510 460 5560 01-10-95 05: "OPM P038 01/[0/95 18'24 '~510 460 5~'~0 OCS TEC]LNOLOGIES ~].039/G55 e) Customer acknowl~es and agrees that iucmased volumes of use on the Softw~e, or Customer's use of additional sessions, rr~y rextuim thc Customer to procure licenses fi, om OCs for addilional OCS Application Software Modules. SYSTKI~ ACCESS AND TlgLKPItON]~ C]tARGI:S (a) C~om~ ~I pro~de OCS. ~ut chug% ~ on. itc ~or ele~o~c ~s to ~e So~ md ml~d ~~s~ ~n~nm~t m e~le OCS ~t~auce S~s. C~tom~ ~I m,ke a~ablc to OCS f~flifi~, comp~t ~ q~~ ~~ a~d s~s ~~bly ~~ by OCS ~r ~e p~o~c, of im obSg~o~ ~d~ ~ A~em~ C~ ~ten~e~ S~~ ~ be ~d~ ~ OCS ~ t~~ne modem. ~y e~cs ~~d by ~to~r ~ ~fi~ a ~~t for f~ modem ~ tcl~nc ~fies m ~tom~s ~tc ~c ~ ~c m~ibiIiV of or payable by ~'S. ~~ 180 ~ ~ ~ ~tc ~of, ~om~ a~cs to ~d ~ le~ one 9600 baud mod~ wMch is ~m~ble ~ ~ up ~pm~ ~ed by 0C8. C~om~ ~ m~ i~ tel~hone ~d mod~ m~l~ ~r ~-~ sc~ wh~ C~om~ ~uests M~tcn~e Sc~s. TERM, RENEWAL AND TERMINATION (a) Uuless o~herwise provided in ~ thc initial term of this Agreement is one year from its effective date set forth above. At the end of the initial term or any subsequeat renewal period, this Agreement shall be automatically renewed for a renewal term of one year, upon thc payment by Customer of tile then currently applicable Maintenance Fees relating to the Sofhmu'e, provided that OCS is still offering maintcn~,ce on the Software. (b) This Agreement may be terminated prior to the expiration of its term as follows: (i) By either party upon thirty 00) days prior written notice to the other party. (ii) Automatically upon the temfination of thc Liceuse Agreement (iii) Within forty-five (45) days ~ delivery of notice by OCS if it reasonably determines that Customer has failed to properly and timely implement and install Corrections and Updates in accordance with Section 5(a). (iv) Immediately upon the delivery ofnotice by OCS if it reasonably determines that Customer has alone or with a third' p~rty undertaken maintenance of the Sofh~.arc, or has oth~, dm'eloped or attempted to develop ~m Update, Correction or Release thereto without the prior written consent of OC~. (v) By either party if the other is in material default hereunder which default cannot be cured or which, being capable of being cured, has not be~'n cured w/thin 30 days after notice of such default. (c) Upon termination: i) Customer .qhall pay any accrued ch.~ges inmn-red pr/or to the date of termination. (ii) If' Customer elects to termi~,m this Agreement, or otherwise breaches this Agreement musing OCS to mrminat¢ it, OCS shall be entitled to retain all Maintenance Fees or other amounts received by it pmsuam to this AgreemcnI, unless Ct~omer terminates this Agreemmt under section 7CoXv) above, due to I1L.q~nt. doc 0111 _ _~., 510 ~60 5560' 0;-!0-95 35:00PM P039 %11 0]./10/95 i~'25 '~'5i'3 .t."- 5560 OCS TEChNOLOGiES OCS' breach~ in which cssc Customer shall be entitled to a refund of all Maintenance Fees or other amoun~ paid by it ~t to this A~'ecunent, prorated from the date oft. he breach through thc ~d of thc term. (iii) If OCS tenuinmes this Agreement for any r~sson ether than the breach of this Agmem~t or th~ License Agreement by Customer, OCS shall refund any Maintenance Fees in an amount pm-rated to equal the proportionate unused amount of Mai,tenance Fees for the remaining term of this Agreement (iv) T_~--rmSnation of Maintenance Services for one of the Modules moMng up thc Software shall not result in termination of Maintenance Services for any of the other Modules cxc. ept as provided in Section (ii) and (iii) above. 8. LIMITATION OF !.IABrLrrY OCS, its directors, officers, employees, shareholders, agents, vendors and subco~ors ("OCS Associates") shall not be liable to Customer or any other person for any claim or damages arising directly or indirectly fi, om the furnishing or usc of Maintenance Services, or any documentation relating thereto, or from any other cause, except for cl,im.q arising from the negligence of OCS or the OCS Associates. In no event sh,ll the aggregate liability of OCS and the OCS Associates for negligence exceed the total Main~nance Fees.expended by Cu~omcr for the Maintenance Services contracted for under thi~ Agreement during thc current term of this Agreement. IN NO EVENT SHALL OCS OK THE OCS ASSOCIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OK CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE EXISTENCE, FUI~NISHING, FUNCTIONING, OR THE USE OF THE SOFTWARE OR SERVICES PROVIDED HEREUNDEK EVEN IF OCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. NOTICES All nnrices, requests, demands or other communication required or permitted to be given hereunder shall be in writing and shall be delivered to th~ party to whom it is to be given at the address set forth below. Either party may changes its address or the individual to whom notice shall be given by written notice to the other party in the manner set forth below. OC$ Technologies Inc. 5960 Inglewood Drive Pleasanton, CA 94588 Attn.: Contract Administrator Reference No: Facsimile: 510/460-5580 Telephone: 510/460-5500 CUSTOMER City of Tustin Police Department 300 Ceaxtennial Tustin, CA 92680 Attn.: Captain Fred Wakefield Facsimile: Telephone: ' Notices shall be (i) sent by certified mail, which .qhall be dec, ned given on the date received as indicated by thc certified mail receipt, (ii) sent by first cia.sa illlLil, which shall be decayed givea three O) days followSng when the same is sent by first class mail addressed to the parti~ as set forth above, or Cfii) by facsimile, which shall be deemed received upon the later to occur of (a) four (4) business hours after the sender has received confirmation of the transmission, (b) the · receipt by sender of facsimile confirmation from the recipient, or (c) three (3) days after the confirming notice is sent by first class mail if a receipt of con~immrion is not received. 01/10/25 460 5560 01-10-95 06:00PM PO40 ~! ! 01/10/95 15:-~6 '~'51,) 460 q0 OCS TEC~'~OLOGIES 10. 11. (a) Customer ae3caowledges tha~ the Software, and any module or portion thereof, and any and all relied data, teahr~ical information, ~ctions, manuals, proKr~ms, algorithms, code and documentation (hereinatter "Con~.ntial Information'~ made available to Customer purs~,~,t to this Agreement constitute trade secrets of OCS and is confidential and proprietary to OCS. Customer shall use the same care and discretion to prevent or limit d/sclosure of such Confidential lnform~on as it uses with its own trade secrets or confidential and/or proprietary Information. Ctmomer shall not disclose, U'amfer, provide or otherwise make available any Confidmtial Information to anyone outside of its or_oa, i~on unless such disclosure is made in response to, or became of, an obligation to any feder~ state or local gowea-r~ental agency or court with appropriate jurisdiction, or pursuant tc an obligation arising l~om applicable law. OCS shall be given the oppo~ty to mitigate or defend (at its expense) the confidentiality of such information to the maximum extent allowable under the law prior to its disclosure by the other party. The parties' obligations under this Section shall survive the termination or expiration of this Agreement (b) OCS ~cknowledges thai, in rendering Maintenance Services hereunder, it may have access to certain confidential telephone numbers, passwords and data which are proprietary information of Customer, or which Customer has an ongoing obligation to keep confidential. OCS agrees to keep such information confidential, when it is clearly identified as confidential by Customer, and OCS, and all OCS Associates, shall maintain and protect the confidential nature thereof except (i) to the extent necezsa~ to pedo~ its obligations hereunder, (ii) if ~equired by applicable law or by a court of competent jurisd/ction, or (iii) if such information became publicly available or available to or through a third party, but not as a result of OCS' action or omission. EXCUSAtia,-F. DF_.I~Y (a) Neither party sh~ll be liable for delays arising out of a cause beyond its control and not ca;_~-scd by thc fault or negligence of such party. Such excusable delays may include, but are not restricted to, acts of God or thc public enemy, government action or f:aib.tre to act, fires, floods, earthquakes, hun-icanes, electrical or mechanical breakdown, epidemics, quaran~e restrictions, strikes, freight embargoes, wars, civil disturbances, work stoppage, power or utility failures of any kind, laws, regulations, ordinances, acts or unusually severe Co) OCS' delays which are caused by the delays of subcontractors of OCS shall be deemed excusable if such subcontractors' delays are beyond the control and without the fault or negligence of the subcontractor as described in section 11 (a). (c) The party who has been affected by au excusable delay .~haB ir, mediately give notice to the other party of such circ-m~a-ces. tustmot, doo 5!0 460 q560 0!-10-95 Off:,]]PM PO41 ~i i 01/10;95 18'27 ~'510 46o 5560 OCS TEC~'OLOGI£$ ~ u4~.'uS$ 12. GENERAL (a) This Agreement shall be binding upon and inure to thc ben¢fi~ of thc partic~ her~o, the/r successors and authorized assigns; provided, however, that OCS may assign this Agreement to its pazenI, subsidiary or commonly controlled entities, and gummer my not assign this Agreemeng in whole or in part, by operation of law or othe~ise, without the prior written consent of OCS, such consent not to be unreasonably withheld or delayed. (b) This Agreement shall be governed by and construed in accordance with the laws of California~ (c) This Agreement, the Exhibits and the Handbook supersede all prior communicatioms relating to maintenance and support of the S~e and constitute the full undmding between Customer and OC8 with respect thereto. No representation or statement not contained ill this Agreement shall be binding upon OCS as a warranty or otherw/se. (d) This Agreement may be amertded only by a writing ~igmed b7 Customer amd OCS. (e) If any provision of thia Agreement ,hall be held to be invalid, illegal or unenforceable,*h~t provision shall be deemed modified to the extent necessary to permit it to be valid, legal and enforceable, consistent with the intent of the Agreement and the validity, legality and enforceability of the r_emai~ing provisions shall not in any way be affected or impaired. (f) A waiver by either party of a breach of any proM,ion to this Agreement shall not operate as or be construed to be a waiver of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more oecasion~ shall not be considered a waiver of, or deprive that party of, the right thereafter to insi,t upon strict adherence to that term or any other term of this Agreement (g) The paragraph headings used herein are for convenience of reference only and ,hall in no way be deemed to define, limit or add to any of the provisions hereof. (la) Customer shall be responsible for the payment of all taxes in connection with this Agreement, except for any tax based on OCS' net income or otherwise as may be required by law. The fees set forth ia ~ do not include local, state, or federal sales, uso, excise, or personal property or other ~qimiLaz taxes or duties and. any s~J¢.h taxem _~hsl[ be assumed and paid by Customer, except those taxes based on the net income of OCS. (i) This Agreement may be executed in counterparts, each of which, when takea -together, shall have the force and effect of an original. 13. DISP1TrE RESOLUTION The parties hereto agree that any dispute arising hereunder any submittext to non-binding arbitration pursuant to the rules of the American Arbitration Association held in Orange County, California, before a panel of one neutral arbitrator chosen and agreed upon by the parties within ~ (15') days af~ the delivery of notice has first been delivered to the party again~ whom a claim or action is initialed. Either party may submit the ~te to a court of competent jurisdiction in Orange County, Califom or within the Central Disu-ict (U.$~D.C.). 510 460 5560 01-10-95 06:00PM P042 ~[ I 01/10/95 18'25 '~'$10 460 -'-',60 IN WITNESS WI4E, R.EXDF the parties have executed this Agreement on thc date first above written. OCS TECHNOLOGIES, INC. CITY OF TUSTIN By: By: Title: Title: ATTEST: City Cl~k APPROVED AS TO FORM: Lois E. Jeffrey City Attorney 01/10/?5 5!0 460 5560 '21-10-95 05 : 30PM PO4] ~' i 0!. L0,'95 15'29 "~519 460 ~560 OCS TEC]~NOLOG!ES ~041/055 EXm~IT A GLOSSARY OF DEFINED TERMS The following defined terms shall apply to thc Application Software Maintenance Agreement. o Corrections sh~!l mea. n adjmtmeats or fixes for or to the Software created by OCS from time to time in its d/scretion, which is made available to the Customer upon notification from Customer that the Software fails to conform 'to the User Documentation as contracted. . Customer Suppclrt Hotline . .ORemfio~t~ shall mea^u the standard telephone assixta~ce that OCS provides it~ custom~s for Maintenance Services, in accordance with the terms, fees and hours published by OCS from time to time. Extended Sup. port_Services shall mean supplementary maintenance and support seaMces purchased by Customer, and described in F.,xhibit C (which may bc amc. nded ia writing from time to time). Extended Support Services are in addition to the Standard Maintenance Senri~s offered by OCS from time to ~me and are subject to an additional Maintenance Fee. . Module shall mean a distinct and independ~t subset of the Software which, together with all other Modules, constitutes the Software. , OCS A~rrpliealion Sol,yarc shall mean all or any portion of OCS' proprietary computer software programs other than operating software, whether in machine readable or printed form, including any Corrections, Updams, or Releases thereto. 6. Processing En~_ironment shall mean any and all ha~rdware, network arid third party soft'ware, peripherals and minimm or maximum climate, moisture and dust conditions, on which the Sol,rare is insmlled or which are identified by OCS as necessary for use w/th tho Software. , ~ shall mean a new version of the Soft,rare create~ by OCS which _cont~in~ additional features that allow tlae Soi~au'e to l:~ffo~ new functions, or to lxa'fonn its existing funetion~ in new or faster ways. In OCS' sole discretion, a Release may require a separate license agreement and/or warr'~ty arrangement. . Software shall mcan thc OCS Application Sof~var~ ami all Ulxtates, Corre~tioas ~d Releases thereto licensed by OCS to Cu.m~mer pursuant m one or more License Agreements. , Software S~cifications shall mean specifications as to the SoRware's functionality pursuant to the License Agreement. Software Specifications my be mod/fled from time to time in accordance with the License Agreemeaxt. ~do¢ 01110/95 460 5560 01-!0-95 06'OOPM P044 ~l [ 01,'!0,'95 !8'30 '~$10 460 :~60 OCS TEC]L~OLOGIES . . ~045,~65~ 10. I1. ~ shall mean cumulation ofcorrcctions or modifications to the So,ware, which src aggregated and distributed by OCS in its discretion to OCS customers. An Update not gen~y consist of a modification of the functlocmlity or basic features of the U__s. cr Docum~ntstiou shall mean thc user docun~nt~tion delivered by OCS to Customer upon licensing the Sof~, as the same may be updated fi~om t~me to time. 01/10~9~ 10 .... 5~9 4g? 5560 Ot-~O-}5 '36:007~.~ P045 Cl [ 01/10/95 18'30 '~'5!0 4~ 5560 OCS TECILNOLOGIES Thc SoRwm~ for which the Maintenance Services are provided consists of:. Module # of Months . The Processing Environment includes the Hardware identified below: CPU M~ke Model Serial # 3. The Hardware identified above shall be maintained at: . (a) The initial term of Maintenance Services shall expire as follows: [] On the ~st anniversary of the Effective Date' X On June 30, 1996 [or] (b) The renewal of Maintenance Services shall expke on NOTE: There shall be two separate Maintenance Service periods during the initial term: one for each of the two sothvare application phases described in section 15.2 of the Information System and Sofh~are License Conlraet between OCS Technologies, Inc. and the City of Tusfin; being executed concurrently herewith. Such Maintenance Service periods shall sta~ at the expiration of the respeefiYe warranty periods for the two phases. During the initial term, the Maintenance Service Fees shall be brokca down and allocated a~ to each of the two phases. Furthermore, the Maintenmace Service Fees for each phase shall be prorated ~om thc daze of the expiration of respective vearranty period, throug~ June 30, 1996. 5. Customer has has not elected to pul~ha.~e Extended Support Services for the . - current term of the Maintenance Services. The E~ed Support Services, if any, are described in Exhibit C. , Customer shall receive the following Standard Maintenance Services: (a) Telephone Assis*anee: · Telephone response by OCS' Customer Support Hot~ine Operations pemonnel within 24 hours of receipt of Cu.~omer Call, during standard business hours, 01/10295 v ..... 510 460 5560 0!-10-95 06:00PM ?046 %! i 01, 10,'g$ 15'31 '~510 460 :'~0 OCS TEC]LXOLOGIES ~. ~047/G55 (c) (d) (0 from 0630 To 1700 P~cifie :Fmae, Monday through Friday, except on holidays identified on Exhibit B-1. · At~r hours support ~t thc rate of $400 for the first two hours of each call (or portion thereof). Additional support within the same call is $200 per hour. All after hours calls are subject tn charges. On-site training services at the rate of $1200 per day plus expenses. Expenses for travel time shill be charged for my single day where more than 4 hours' service is required or requested. Distribution of techni~ bulletins, updated user guides and other documcntaI/on relsting to the Soflw~e ~ may be published fi-om time to time by OCS. Distribution of new m~nu&Is for each Module as they are updated from time to ~ime by OCS. Eligibility to pm'ticipate in the National User Croups. Delivery of Corrections mad Upda~s. Maintenance Services necessmut to opez-am the Software in conform/~ with thc U~r Documentation for the Release installed. tu.qannt, do¢ 01Y10/95 12 510 460 5560 01-[0-95 08:OOPM ?047 ~! i 01/10:95 13'3i '~510 46~ 5560 OCS TECtLNOLOGIES ~043/055 _EX~IIB_ITI~-I OCS (U'NITED STATES) I-IO!J~_AY._S 1994 (2~qm-ras Day, December 25 Day After Christmas, December 26 ;1995 New Year's Day, January 1 Day After New Year's, January 2 President's Day, February 20 Memo~ Day, May 29 Independence Day, July 4 Labor Day, September 4 Thanksgiving Day, November 23 Day at, er Thanksgiving, November 24 Chri~a~ Day, Deco-tuber 25 New Year's Day, January 1 President's Day, February 19 01110/95 13 510 460 5'5_60 Ol-!o-g¢- 06:00-.A P048 ~I : 01,'I0,'95 18'52 '~510 460 '~60 OCS TECt~'OLOGIES -. ~049/05.5' SOFTWARE SUPPORT AND ~ANCE FEE ~OMER NAME: City of Tustin CONTACT: Capt. Fred Wakefield Support and M~6ntenance provided to the customer listed above shall b¢ purmmut to thc tcrm.~ and conditions of thc OCS Application Software M~intenanc¢ Agreement d~!ed 19 . This Exhibit C shall become part of said Agreement upon signature and shall be effective fzom the date of signature through June 30, 1996. This Exhibit C applies o~ly to the application software and software modules list~ below and shall trove a t~rn of one (1) year, billed in advance annually, unless otherwise set forth on Exhibit B. Upon future renewals, there will be an additional charge to those customers r~quiri~ semi-annual or quarterly invoices. 5ofeware Modul.e_ .... # MonS~s _(LiFU Mak~e Mode~ , ~ ~ To~l ~ ~ 12 ~ ~8 9,750.00 M~ ~ ~ ~8 1~0.00 0~/~ 12 ~ ~8 3,~0.~ ~ace ~S ~ 12 ~ 918 T~ Do~oad ~o~ ~D 12 ~ ~ 4~00.00 ~D ~~ 12 ~ ~ L~0.00 E~I ~~ 12 ~ ~ 1~0.~ ~D ~ 12 ~ ~8 T~ D~oad Prgg. GE~ ~re ~ ~ ~8 1,2~.~ Mod~ GEO~ ~ ~ 918 ~0.00 C~ion Mod~ Pmo~l/ 12 ~ ~8 2,~0.00 F~e ~ 12 ~ ~8 ~.~ Tra~ Mod~ $27,390. _o0 The a.nnu~ fees shown above shall be prorated for the initial ~ of each of the two software application phases as described in F. xhibit B. tustm~doc 14 01/10/9~ 01/10/95 [5-52 ~5!0 ~ ~560 OCS TEC~;OLOG!ES ~050/055 Maintenance for Third P~-ty. Solace is to be paid dire~ffy to third party ~pp~ p~t ~ appr~fia~ a~~ ~ C~~r ~ s~d suppB~ of ~d ~ app~~ ~ ~ ~OF ~ p~ have e~md ~ A~~ ~ ~ d~y ~~~v~. ~ T~o~, ~. authorized 'By: (Authorized Signature) Na/ne: By: (Autho~ SiSnatu~e) Title: V~CE FEES/DENT/G~L MGR. Da~e: Dam: m$~mnt-doc 01110/95 01 I0,'9S 15'$$ ~$10 460 EXHIBIT H S~ MATERIALS CONFIDENTIAL TRADE SECRET INFORMATION: NOT FOP, PUBLIC DISCLOSURE DATA SET FORMS The following pages contain the dam set forms mentioned ~n tSchibit 2% DATA BASE CONVERSIONS. DATA BASE: NAM]SDB.RF_~DATA THU, AUG l 1, 1994 12:57 PM DATA BASE LANGUAGE ATrRIBU%~: NATIVE-3000 SET NAME: D-PEOPLE, D.ETAIL SUB3ZCT -NO X I 0 C~NO. ~S~DA~ X6 ~OL~ CODE ~OL~-NO, ~~OL~ X ] S ~~T N~~O~C N~~, X12 N~~DL~ X10 ~~F~ X4 S~, <<SEARCH ITEM>> <<SEARCH ri'EM>> <<SORT-ITEM>> <<SORT ITEM>> <<SEA_RCM ITEM>> OCS Technologies, 1.c., Confutential 37 cuy of rustin - o/gs 10/95 15'33 '~510 4~' 5560 OCS iECILNOLOGIE$ ~05°/055 RACE, DOB, AGE-I AG~2~ OCCUPATION, I%ES-ADDR.-KEY, RES.-ADDKESS, · _ RES-PHONE, NAM~BUSINESS, BUS-AX)DR-KEY, BUS-ADDRESS, BUS-PHONE KEIOHT-I HEIGHT-2 WEIGHT-1 WEIGHT-2 BLD-CODE, HAm-COLOR, EYE-C~LOIL DRIVEK-LIC-NO, SSN, CII, OKIG-SUP, PEOPLE -REC, COUNTRY-CODB, AUDIT-m, X2 X6 X4 X4 X20 3(20 X66 X10 X30 X20 X66 X10 X4 X4 X4 X4 X4 X4 X4 XI0 XlO X4 XIO <<SEARCH ITEM>> <<SEARClR iTEM>> <<SEARCH I/BM>> <<SEMI. CH ITEM>> OCS Technologies, Inc., Confident~ ims~vr~mmn~tu~;In4.d~ c $8 6'~ty of I~Ot . 01/10/95 450 5560 01-10-95 ,~5: 00PM P052 %:! 01,'10,'95 18'33 ~510 460 ''60 OCS TECtD~'0LOGIE$ .. ~053:055 AUDIT-DATE, AUDIT-ACC, AUDIT-MOD, ,×6 I1 CAPACITY: 3696 E1NTR/ES: 1611 DATA BASE: CASEDB_R.HCDATA DATA BASE LANGUAGE ATTRIBUTE: NATIVE-3000 SBT NAMB: D-HISTORY, DETAIL ITEM: CASE-NO, CODE, REPT-DATE, AUDIT-ID, AUDIT-DAR AUDIT-ACG, AUDIT-MOD, X12 X20 X6 X10 X6 11 I1 THU, AUG 11, 1994 12:57 PM <<S~kRCH ITElv~>> CAPACITY: 1005 DATA BASE: NA2ffEDB.RECDATA THU, AUG 1 I, 1994 12:57 PM DATA BASE LANGUAGE ATTRIBUTE: NATIVB-3000 SET lqAM~: D-NAME, DE'rAm ITL:~: 'O~.S T~.elmoloffle~ Inc., ¢onfldentlal 39 City of Tuslln - 01110/95 hnska$r,: va'm: n~usti n4. do~ .... 5!0 460 5~60 01-!0-95 01/!0,'95 i$'$~ ~$10 4~P ~$~0 0C$ TEC~h'OLOGIE$ ~-~054/055 SUBmCT-NO, CASE-hNVOLVE, CASE-DATE, NAME-LAST, NANm-?ltONETIC, NAME-FIRST, 'NAM~MIDDLE, NAME-S~, SEX-RAC~, DOB, KES-ADDK-KEY, AUDIT-ID, AUDIT-DATE, AUDIT-ACC, AUDIT-MOD, xlo X18 X6 X18 X18 X12 XlO X4 X6 x20 XI0 X6 I1 <<SEARCH ITEM>> CAPACITY': 2667 ENTR]T~: 980 OCS Technologies, Inc., Confulential 4O City oJ' nutin - 01/10/95 trnsg~jr~mengtmttu4.doc 510 480 5560 01-[0-95 06:00PM P054 ~11 0i:10;95 15-34 ~510 460 ;-'6D 0CS TECI~;0LOGIES ~055,055 FOCHIBIT I CERTIFICATE OF INS~CE CONFIDENTIAL TRADE SECRET INFORMATION: NOT FOR PUBLIC DISCLOSURE ATTACHED TO THIS EXHIBIT I IS CUSTOMER'S STANDARD FORM OF CERTIFICATE OF INS~CE. · OCS Technologies, Inc., Confidential ims'ut~rocm~n'u'us~ia4, doc 41 Oty of Tusan - 01/10/95