Software License and Services Subcontract - PRC Inc. and ImageWare Software Inc.
SOFTWARE LICENSE AND SERVICES
SUBCONTRACT
BY
AND
BETWEEN
PRC INC.
AND
IMAGEWARE SOFTWARE, INC.
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SUBCONTRACT
TABLE OF CONTENTS
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ARTICLE 1. DEFINITIONS ................................................ 4
ARTICLE 2. GRANT OF LICENSE AND FEES .................................. 4
ARTICLE 3. SCOPE OF WORK .............................................. 5
ARTICLE 4. SUBCONTRACT TYPE ........................................... 5
ARTICLE 5. PRE-CONTRACT AUTHORIZATION ................................. 5
ARTICLE 6. TERM AND PERIOD OF PERFORMANCE ............................. 5
ARTICLE 7. OPTION TO RENEW ............................................ 5
ARTICLE 8. SUBCONTRACT PRICE .......................................... 6
ARTICLE 9. DELIVERY ORDERS ............................................ 6
ARTICLE 10. PAYMENTS ................................................... 6
ARTICLE 11. TERMS AND CONDITIONS ....................................... 7
ARTICLE 12. TERMINATION ................................................ 7
ARTICLE 13. CONTINUITY UPON TERMINATION ................................ 8
ARTICLE 14. WARRANTY ................................................... 8
ARTICLE 15. SUBCONTRACTOR REPRESENTATIONS AND WARRANTIES ............... 8
ARTICLE 16. DELIVERY TERMS ............................................. 9
ARTICLE 17. INSPECTION AND ACCEPTANCE .................................. 9
ARTICLE 18. PROGRAM MANAGEMENT ......................................... 10
ARTICLE 19. HIRING OF EMPLOYEES ........................................ 10
ARTICLE 20. PROPRIETARY DATA ........................................... 10
ARTICLE 21. PATENT, COPYRIGHT AND PROPRIETARY RIGHTS INDEMNITY ......... 11
ARTICLE 22. DISPUTES ................................................... 12
ARTICLE 23. CONTRACT ADMINISTRATION .................................... 14
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ARTICLE 24. MISCELLANEOUS .............................................. 15
ARTICLE 25. EXECUTION OF AGREEMENT OF SUBCONTRACT ...................... 16
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APPLICABLE DOCUMENTS
EXHIBIT A STATEMENT OF WORK
EXHIBIT B GENERAL PROVISIONS (FROM PRIME CONTRACT)
EXHIBIT C PRICING SCHEDULE
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SOFTWARE LICENSE AND SERVICES SUBCONTRACT
THIS SUBCONTRACT is made and entered into with an effective date of
______, 1999, by and between PRC Inc., a Delaware corporation, having offices
at 1500 PRC Drive, McLean, Virginia (hereinafter "Contractor") and IMAGEWARE
SOFTWARE, INC., A CALIFORNIA CORPORATION, having offices AT 10883 THORNMINT,
SAN DIEGO, CA 92127 (hereinafter "Subcontractor").
PREAMBLE
WITNESSETH
WHEREAS, the contractor has been awarded contract, hereinafter referred to
as "Prime Contract" to provide Systems Integration, Hardware, Software,
Documentation and Services in support of the LAS VEGAS METROPOLITAN POLICE
DEPARTMENT (LVMPD) PROGRAM; and
WHEREAS, the Statement of Work of the Prime Contract sets forth a
description of the scope of and manner in which the Subcontractor shall provide
the Hardware, Software, Documentation and Services; and
WHEREAS, the contractor has need of certain Systems Integration,
Hardware, Software, Documentation and Services to be provided by the
Subcontractor as set forth herein; and
WHEREAS, the Subcontractor wishes to provide the contractor the said
Systems Integration, Hardware, Software, Documentation and Services as set forth
herein;
THEREFORE, in consideration of the mutual covenants herein set forth and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
THE SCHEDULE
ARTICLE 1. DEFINITIONS
As used herein, the following terms have the following meanings:
1.1 "Prime Contract" means LVMPD/PRC INC. AGREEMENT, as renewed by written
amendment.
1.2 "Contractor" means PRC Inc., (PRC) or its authorized Contracting Official.
1.3 "Subcontractor" means IMAGEWARE SOFTWARE, INC., or its authorized
representative.
1.4 Customer means CLARK COUNTY, LAS VEGAS, AND/OR LVMPD.
ARTICLE 2. GRANT OF LICENSE AND FEES
Subcontractor shall deliver to Contractor the following software license types
as specified in Exhibits A and C:
1. Mugshot Investigative Site License, Unlimited User
2. CCS Software, Capture-Workstation Client License
3. Third Party Embedded Software -- Subcontractor delivered and accepted
solution under this subcontract shall entitle Contractor's Customer with
proper license requirements for any unidentified software in Exhibits A and
C.
Also see Exhibit B, General Provisions, number 9 entitled Ownership.
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ARTICLE 3. SCOPE OF WORK
Subcontractor shall be responsible for providing the Hardware, Software,
Documentation, Software Support, and Upgrades as set forth in EXHIBIT A.
ARTICLE 4. SUBCONTRACT TYPE
This Subcontract is a Firm Fixed Price--Indefinite Delivery/Indefinite
Quantity Agreement which provides for the Subcontractor to furnish supplies
and services purchased through Delivery Orders as described under the Scope
of Work set forth in Article 3 herein, at the fixed unit prices set forth in
EXHIBIT C, all in accordance with the terms, conditions and provisions
included in this Subcontract, and Delivery Orders, or incorporated as
Exhibit's hereto and made a part hereof.
ARTICLE 5. PRE-CONTRACT AUTHORIZATION
Allowable costs incurred prior to the issuance of this subcontract shall include
all costs incurred by Subcontractor in connection with work covered under PRC
Purchase Order number 32256 issued to Subcontractor on May 28, 1999.
Subcontractor was authorized to begin work not to exceed the amount of
$95,696.78 and provide hardware, software and services specified therein.
Purchase Order number 32256 amount of $95,696.78 supercedes amount of $100,000,
allowable costs and allocable costs provided in Pre-contract Cost Auto Route
letter dated May 13, 1999. Purchase order 32256 is hereby incorporated in this
subcontract as Delivery Order Number One (see Article 9).
ARTICLE 6. TERM AND PERIOD OF PERFORMANCE
The term of this Agreement for hardware, software, and all other service with
the exception of Maintenance shall begin May 13, 1999 and shall continue
through May 12, 2002 unless sooner terminated or extended as hereinafter
provided. The term of this Agreement for warranty and maintenance period shall
commence upon Functional Acceptance of the system and shall continue for a
period of 10 years.
ARTICLE 7. OPTION TO RENEW
PRC shall have the option to make additional purchases of products designated
under Optional CLIN 9300 at prices set forth in EXHIBIT C for the following
period of performance:
Facial Recognition Capability Option: May 13, 1999 through May 12, 2002
70MM Conversion Option: May 13, 1999 through May 12, 2002
ID Card Formats and Reports Options: May 13, 1999 through May 12, 2002
Printer Supply Options: May 13, 1999 through May 12, 2000
Contractor shall acquire these services through the issuance of Delivery Orders
to Subcontractor.
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ARTICLE 8. SUBCONTRACT PRICE
The ceiling price for this subcontract shall be $729,270.00 for the hardware,
software and services as set forth in EXHIBIT C that shall remain valid for
the term of the Subcontract. The annual ceiling price shall be $91,375.00 for
Maintenance as set forth in EXHIBIT C that shall remain valid for the term of
the Subcontract. The prices specified in EXHIBIT C is an all-inclusive price
for the hardware, software and services and includes all charges for
performance of the Subcontract services as specified herein. There shall be
no charge for software and services provided by the Subcontractor unless
specifically set forth under this Subcontract. The Subcontractor's products
and services shall be acquired only through the issuance Delivery Orders by
authorized Contractor personnel.
ARTICLE 9. DELIVERY ORDERS.
The Subcontractor's products and services shall be acquired only through
the issuance Delivery Orders by authorized Contractor personnel.
Delivery Orders placed under this subcontract shall contain, at a
minimum, the following information, which shall be consistent with the
subcontract terms and conditions:
a. Date of order;
b. Subcontract Number and Delivery Order Number;
c. Contract Line Item Numbers (CLINs), Sub-Line Item Number (SLINs), or
Subcontractor's Product Number, description, quantity ordered, and
contract price;
d. The delivery or performance date;
e. The place of delivery or performance (e.g., PRC Integration Center);
f. Packaging, packing, and shipping, uncrating and placement
instructions, IF ANY;
g. Accounting and appropriation data (as applicable);
h. If partial delivery is acceptable, the items to be shipped will be
specified;
i. Any other pertinent information.
It shall be the responsibility of the Subcontractor to deliver the items
listed on the Delivery Orders strictly in accordance with the terms and
conditions of this Subcontract. The Contractor is not liable to the
Subcontractor for any cost or expenses other than for items ordered under
each Contractor Delivery Order or agreed upon modification thereto.
Delivery order 1 to this subcontract has been issued Under PRC Purchase Order
32256 issued to Subcontractor on May 28, 1999 where Image Ware Software Inc.
was authorized to begin work and provide supplies and services in the amount
of $95,696.78. This purchase order is hereby considered Delivery Order 1 to
this subcontract.
ARTICLE 10. PAYMENTS
10.1 Contractor will pay the Subcontractor within 30 days of receipt of
invoice. Subcontractor may invoice after Delivery, Installation and
Functional Acceptance of Subcontractor's Hardware and Software products.
In the case of the Mugshot Investigative Site License, Subcontractor may
invoice for the amount of $15,000.00, after delivery, installation, and
functional acceptance of the software license to be used during
development and test. Once the first license is deployed to the
Customer, Subcontractor may invoice for the outstanding balance for the
Mugshot Investigative Site License. For Development Services (Other
Services), the Subcontractor may invoice based upon the following
milestone payment schedule:
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30% July 31, 1999
40% September 30, 1999
30% December 31, 1999
10.2 Invoices shall provide the following information as a minimum:
(a) Subcontractor name and address; (b) Invoice date;
(c) Subcontract and Delivery Order numbers; (d) Description of
services; (e) Total charge for each item or monthly charge for each
item; and (f) Total charges.
10.3 Invoices, in the original plus two (2) copies, shall be directed to the
following:
PRC Inc.
1500 PRC Drive
Mail Stop 4N2
McLean, VA 22102
Attention: Accounts Payable
ARTICLE 11. TERMS AND CONDITIONS
This Subcontract is subject to the following terms and conditions as set
forth herein attached hereto and made part hereof.
Statement of Work EXHIBIT A
General Provisions EXHIBIT B
Pricing Schedule EXHIBIT C
ARTICLE 12. TERMINATION
12.1 In addition to the termination provisions of EXHIBIT B hereto, a
Delivery Order may be terminated in writing by the contractor upon
occurrence of any of the following:
a. Termination of the Contracting Agency/Organization of the Prime
Contract Delivery Order upon which the Subcontractor's Delivery
Order is issued upon at least 25 days' notice prior to delivery date.
b. Failure of the Subcontractor to perform a Delivery Order in
accordance with the terms and conditions of this Subcontract or
failure by the Subcontractor to perform or comply with any other
provision of this Subcontract. The Subcontractor shall have ten (10)
days from receipt of written notice to cure the failure or to provide
Subcontractor with a written cure plan. Such a plan must be
approved by the Subcontractor and contain sufficient detail and
schedules by which the failure will be corrected.
12.2 In the event that a Deliverables under prime contract is canceled by
LVMPD or the Prime Subcontractor due to lack of funding or other cause,
the services ordered may be diverted to subsequent deliveries under
subsequent Delivery Orders.
12.3 The termination of this Subcontract shall not rescind any license
granted or right accrued by contractor to use the Licensed Software
previously accepted and paid for by contractor under this Subcontract;
provided,
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however, this provision shall not restrict Subcontractor or contractor
in any way after termination from recovering damages for any breach of
this Subcontract.
12.4 It is the intention of Contractor only to issue Delivery Orders
hereunder that are supported by full funded prime contract orders.
ARTICLE 13. CONTINUITY UPON TERMINATION
Without prejudice to any rights which either party may have to claim
damages or to be indemnified on account of a breach of this Subcontract,
upon termination by contractor and for any cause, Subcontractor will, if
requested by contractor, take all reasonable steps to achieve an
orderly transition and termination and will, if requested by
Contractor, provide reasonable training and other services for
contractor personnel to permit continuity in the performance of the
Prime Contract by contractor. Contractor may pay Subcontractor a fee
for such training and other services based upon the lower of
Subcontractor's then lowest prevailing commercial rates for personnel
and materials, or as otherwise agreed to by the parties.
ARTICLE 14. WARRANTY
14.1 Subcontractor's hardware and software products shall be warranted to
substantially conform to the product description applicable at the time
of shipment.
14.2 Subcontractor shall be obligated to remedy, at no cost, any
non-conformance of the hardware and software product as defined in the
published user documentation; however, this provision shall not
restrict contractor from pursuing any and all available remedies under
this Subcontract.
14.3 Subcontractor shall provide a 90 day (no charge) warranty from
functional acceptance of the software. Such warranty shall include all
minor updates to major upgrades to the software at no charge during the
initial warranty period
14.4 Subcontractor agrees to warrant that each hardware, software, and
firmware product delivered under this agreement and listed herein shall
be able to accurately process date/time data (including, but not
limited to, calculating, comparing, and sequencing) from, into, and
between the twentieth and twenty-first centuries, and the years 1999
and 2000 and leap-year calculations, to the extent that other
information technology, used in combination with the information
technology being provided hereunder, properly exchanges date/time data
with it. The remedies available to contractor under this warranty shall
include, but not be limited to, repair or replacement of any listed
product. Nothing in this warranty shall be construed to limit any
rights or remedies contractor may otherwise have under this agreement
with respect to defects other than year 2000 performance.
ARTICLE 15. SUBCONTRACTOR REPRESENTATIONS AND WARRANTIES
15.1 Subcontractor Software Warranties
Subcontractor represents and warrants that:
A. It has the unrestricted right to license the Licensed Software;
B. The Licensed Software is free from any known defects;
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C. The Licensed Software will operate in accordance with its stated
functional performance specifications and standards; and
D. The use of the Licensed Software will not infringe or violate any
third party rights. Subcontractor will defend any action brought
against contractor based on a claim that the Licensed Software,
when used within the scope of this Agreement, infringes or violates
any third party rights. Subcontractor will pay any award against
contractor based on such infringement or violation if contractor had
notified Subcontractor promptly in writing of the claim and had
permitted Subcontractor to participate in the defense.
15.2 This clause shall not affect, change or impair any additional
warranties provided by Subcontractor or any third party under any
contract or lease with Subcontractor for equipment with which the
Licensed Software is used.
ARTICLE 16. DELIVERY TERMS
Delivery of the items set forth herein shall be F.O.B. destination.
ARTICLE 17. INSPECTION AND ACCEPTANCE
17.1 Should any software failure occur during acceptance testing which
renders the software package unusable, the Subcontractor agrees to
promptly correct the fault in accordance with Article 14 of the
Subcontract.
17.2 The acceptance testing specific to Subcontractor's responsibility, the
Photo Imaging System should consist of two distinct elements:
a. Functional Acceptance -- testing during the initial delivery, and
installation of hardware and software. This will include a check
list of hardware and software, and testing of input screens,
responses, peripherals. Subcontractor will develop mutually agreed
set of tests to demonstrate the operational functionality of the
software installed, including a simulation of all applicable
external interfaces and formats.
b. System Acceptance Testing (final module acceptance) -- performance
testing, availability testing performed by Contractor and Customer
with subcontractor's support.
17.3 System Acceptance Testing states that the Customer shall develop the
System Acceptance testing plan and procedures and that the Contractor
and Subcontractor shall provide support. Just as the design of the
system shall be a cooperative effort, the development of the system
acceptance test plans and methodology shall also be a cooperative effort
that is mutually agreed to by the Customer and PRC and occurs early in
the Project schedule. PRC will provide the System Acceptance Test Plan
as a formal deliverable for Customer acceptance which is not to be
unreasonably held.
17.4 During the System Acceptance Test period, system availability (both
functional and performance) will be calculated using a mutually agreed
set of criteria to be determined after PRC's Factory Acceptance Test.
These criteria will include definitions of preconditions for start of
testing, operational availability metrics, data collection methods,
performance characteristics of system elements (hardware and software),
partial vs. full availability, problem reporting procedures, and
responsibilities. Installation testing shall not be conducted as part
of the system acceptance test.
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17.5 Should the system fail for any reason to pass acceptance testing, the
preferred course of action will be for Subcontractor to take the system
out of the live environment to make any corrections necessary to
restart the acceptance test. Such access will be coordinated with the
Contractor so as not to unreasonably impact ongoing operations. During
this period, the Customer shall not have access to the system.
Subcontractor shall give notice to the Contractor as to when the system
shall be ready for the restart of the acceptance test.
ARTICLE 18. PROGRAM MANAGEMENT
18.1 The contractor's Program Manager, or its duly authorized Contracting
Officer's Technical Representative (COTR), shall provide technical
direction to the Subcontractor relative to the specific Software to be
delivered hereunder, monitor all technical aspects and assist in
administration of the Subcontract. The types of action within the
COTR's authority are to monitor Subcontractor technical performance;
perform or cause to be performed inspections necessary for performance
of the Subcontract; maintain written and oral communications with the
Subcontractor regarding the technical requirements of the Subcontract;
assist Subcontractor with Technology Improvements (ECP) preparations;
and notify the Subcontractor and contractor designated representative
of any problems or deficiencies.
18.2 In the event direction is given that will affect the price or period of
performance or otherwise is in conflict with the terms and conditions
of this Subcontract or Delivery Orders issued hereunder, the
Subcontractor shall notify the contractor's designated representative,
as set forth in Article 24 herein.
18.3 The contractor's designated representative, specified in Article 24, is
the only person authorized to approve changes or modify any of the
requirements contained elsewhere in this Subcontract. No change in
cost, schedule, or specification shall be made, except in writing, on a
Subcontract Modification Form which shall be signed by designated
representatives of both parties.
18.4 All meetings and other contacts involving Subcontractor personnel or
their representatives with representatives of the Contracting
Agency/Organization, relative to the efforts herein, shall be arranged
through the Subcontractor's duly authorized representative. Only the
contractor can direct the Subcontractor or modify the terms and
conditions of this Subcontract. Subcontractor shall immediately notify
contractor of any/all requests issued by the Contracting
Agency/Organization to Subcontractor with respect to the Program.
ARTICLE 19. HIRING OF EMPLOYEES
Except as otherwise agreed to in writing during the period that this
Subcontract is in effect, including any extentions hereto, the Subcontractor
and the contractor shall not actively recruit or otherwise induce the other
party's employees assigned in connection with the effort hereunder to accept
a position of employment with the other party unless mutually agreed to in
writing by both parties.
ARTICLE 20. PROPRIETARY DATA
20.1 Unless otherwise subject to a separate non-disclosure agreement which
shall remain in effect during the term of this Subcontract, each of the
parties to this Subcontract acknowledges that certain technical data,
drawings, designs, specifications and information provided to the other
party are and shall be during the performance of this Subcontract,
Proprietary Information of the providing party. "Proprietary
Information" is defined as any information, data or material which is
conspicuously marked with an appropriate legend indicating its
proprietary nature, or verbal information which is identified as
Proprietary Information at the time of its disclosure, and is reduced
to writing and marked with an appropriate legend within forty-eight
(48) hours of its disclosure. The parties agree that all Proprietary
Information of either party shall be protected from unauthorized
disclosure, will be made available only to those members of their
staffs and
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related parties who need such Proprietary Information in the
performance of this Subcontract, and that all of the persons to whom
such Proprietary Information is made available will be duly instructed
as to the need for confidentiality of, and protection for, such
Proprietary Information.
20.2 Upon completion of this Subcontract, or its earlier termination for any
reason, each party to this Subcontract shall promptly return the
respective Proprietary Information, records, technical data, drawings,
designs, specifications and all copies thereof to the party who
provided such Proprietary Information.
20.3 The parties may by written agreement exempt certain of their Proprietary
Information from the restrictions of this Article or permit the
retention thereof by the other party.
20.4 Subcontractor shall prominently mark as "proprietary" all Software,
which it represents as proprietary to Subcontractor. Contractor shall
take reasonable steps to safeguard the Licensed Software designated by
Subcontractor as "proprietary" received pursuant to this Agreement from
disclosure to third parties for five (5) years from the effective date
of this Agreement. Contractor shall be deemed to discharge its entire
obligation hereunder for said period if it exercises the same degree of
care to safeguard such Licensed Software received as it uses to
safeguard its own similar programs and program documentation in similar
circumstances.
20.5 Contractor shall not be liable to the Subcontractor for disclosure of
any Licensed Software designated as "proprietary" under subparagraph b,
below, which:
a. is now in or hereafter comes into the public domain without breach
of this Agreement, or
b. is known to the contractor prior to disclosure, or
c. is independently developed by the contractor, or
d. becomes known to the contractor without like restrictions to those
herein, or
e. is, without breach of this Agreement, disclosed by Subcontractor to
a third party without restrictions similar to those in this
Agreement.
20.6 In rendering services to Contractor, Subcontractor, its employees,
independent Subcontractors and agents may have access to information
and proprietary data of contractor. Subcontractor agrees to take
reasonable steps to safeguard the confidentiality of contractor's
information and proprietary data from disclosure to third parties, and
to not otherwise use such information and proprietary data for its own
benefit.
ARTICLE 21. PATENT, COPYRIGHT AND PROPRIETARY RIGHTS INDEMNITY
Subcontractor shall indemnify and hold contractor harmless from any claim,
proceeding, suit or judgement brought against contractor, and from all costs
and expenses (including reasonable attorney fees) associated therewith, based
upon a claim that any product licensed hereunder constitutes an infringement
of any patent, copyright, trademark or similar proprietary right.
Subcontractor shall pay any legal and court costs as well as damages finally
awarded or agreed to by the parties in any suit or proceeding, provided
Subcontractor is informed and furnished a copy of each communication, notice,
or other action relating to the alleged infringement and is given necessary
authority, and cooperation of contractor necessary to defend or settle said
suit or proceeding.
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ARTICLE 22. DISPUTES
22.1 Disputes Under This Subcontract
If any dispute arises under this Agreement that is not settled promptly
in the ordinary course of business, the parties shall seek to resolve any
such dispute between them, first, by negotiating promptly with each other
in good faith in face-to-face negotiations. These negotiations shall be
conducted by a designated senior management representative of each party,
who was not previously involved in the dispute. If the parties are unable
to resolve the dispute within twenty (20) business day (or such period as
the parties shall otherwise agree) through these face-to-face
negotiations, then any such dispute shall be resolved in the following
manner.
a. If the only dispute relates to unpaid fees, costs or other
charges, the party owed the money may commence legal action in any
Virginia court of competent jurisdiction for outstanding monies
due under this Agreement.
b. Any remaining dispute arising under this Agreement shall be
resolved by using alternative dispute resolution ("ADR")
procedures, which can hopefully avoid or reduce the acrimony
resulting from adversarial litigation. If the efforts through
face-to-face negotiations above are not successful, the parties
will initiate a mini-trial through the ADR process with the
selection of a neutral advisor, who will schedule a mini-trial
to occur approximately thirty (30) business days after the
selection of the neutral advisor. The neutral advisor will
introduce an impartial opinion approximately fifteen (15)
business days after completion of the mini-trial, if the
parties have not settled remaining issues. Throughout the ADR
process, the neutral advisor will provide an element of
mediation with the goal of having the parties resolve the
dispute without issuance of the impartial opinion. However, if
agreement is not reached by the parties, the impartial opinion
rendered by the neutral advisor will be binding and judgment
upon that opinion may be entered in any Virginia court having
jurisdiction thereof. The parties should use an
arbitration/mediation service which specializes in timely ADR,
such as ENDISPUTE or the Judicial Arbitration and Mediation
Services, Inc. All expenses such as the cost of the neutral
advisor or the hearing facility will be shared equally.
22.2 Disputes Under the Prime Contract
a. If a decision on a question of fact is issued by the Contracting
Officer under the Prime Contract "Disputes" clause and the
decision relates to this Subcontract, said decision, if binding
upon contractor under the Prime Contract, shall also be binding
upon Contractor and Subcontractor with respect to this
Subcontract. However, if Subcontractor is affected by such
decision, and if contractor elects not to appeal such decision
under the "Disputes" clause of the Prime Contract, contractor
shall notify Subcontractor promptly. After receipt of such notice
from Contractor, if Subcontractor submits a timely request to
Contractor to appeal such decision, Contractor shall file an
appeal. If Contractor appeals such decision, whether at its
election or at Subcontractor's request, a decision upon such
appeal, if binding upon Contractor under the Prime contract, shall
be binding upon Contractor and Subcontractor as it relates to this
Subcontract. Appeals under the "Dispute" clause of the Prime
Contract do not preclude consideration of questions of law in
connection with decisions referenced above.
b. For any claims to be submitted under 1. above in excess of
$50,000, a senior company officer in charge at the Subcontractor
location shall certify to Contractor as to its portion of the
claim that: (a) the claim is made in good faith, (b) the
supporting data are accurate and complete to the best of
Subcontractor's knowledge and belief, and (c) the amount requested
accurately reflects the
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Subcontract adjustment for which Subcontractor believes the
Contracting Agency/Organization is liable.
c. If any such appeal is denied or otherwise decided adversely to
Contractor's interest, or if Contractor is otherwise adversely
affected by any decision made by any representative of the
Contracting Agency/Organization on any question of fact and/or
law arising under the Prime contract which is also related to
the Subcontract, from which appeal under the "Disputes" clause
in the Prime Contract is not available, said decision, if
binding upon Contractor under the Prime Contract, shall in turn
be binding upon Contractor and Subcontractor with respect to
such question as it relates to this Subcontract; provided,
however, if the Subcontractor is adversely affected by any such
decision, and if Contractor elects not to bring suit against
the Contracting Agency/Organization with respect to such
decision, Contractor shall notify Subcontractor promptly. If
Subcontractor submits a timely request to Contractor to bring
suit against the Contracting Agency/Organization, Contractor
shall start such suit. If Contractor brings suit against the
Contracting Agency/Organization with respect to any such
decision, whether at its election or at Subcontractor's
request, a final judgement in any such suit, if binding upon
Contractor under the Prime Contract, shall in turn be binding
upon Contractor and Subcontractor under this Subcontract with
respect to the question decided as it relates to this
Subcontract.
d. If any such appeal or suit is taken or brought by Contractor,
whether at its election or at Subcontractor's request,
Subcontractor shall assist Contractor in its prosecution
thereof in every reasonable manner; and Subcontractor shall be
afforded reasonable opportunity to participate in the
prosecution thereof to the extent Subcontractor's interest may
be affected. To the extent requested by Contractor,
Subcontractor shall prosecute for Contractor any appeal or suit
taken or brought at Subcontractor's request and, in such event,
Contractor shall assist Subcontractor in every reasonable
manner. All cost and expenses incurred by Subcontractor and
Contractor in prosecuting any appeal or suit taken or brought
solely at Subcontractor's request shall be paid by the
Subcontractor. Where possible, Contractor shall, in good faith,
consult with Subcontractor concerning the presentation to the
Contracting Officer, or other cognizant representatives of the
Contracting Agency/Organization, of the questions referred to
in paragraph 1. and 3. above, to the extent they may affect
Subcontractor's interest.
e. If as a result of any decision or judgment which is binding upon
Subcontractor and Contractor, Contractor is unable to obtain
reimbursement from the Contracting Agency/Organization under the
Prime contract, or is required to refund or credit to the
Contracting Agency/Organization, for any amount with respect to
any item of cost or fee for which Contractor has reimbursed
Subcontractor, Subcontractor shall, on demand, promptly repay such
amount to Contractor.
f. The rights and obligations herein shall survive completion of and
final payment under this Subcontract.
Provided, however, Subcontractor shall not be bound by any such
Contracting Officer's decision, appeals board decision, or judgement if
such is not determinative of an obligation imposed upon Subcontractor
under this Subcontract, or any amendment hereto.
Pending the resolution of any dispute, Subcontractor shall proceed as
directed by Contractor in writing.
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ARTICLE 23. CONTRACT ADMINISTRATION
In regard to administrative and contractual matters relating to this
Subcontract, the parties hereby appoint the persons listed below, or their duly
authorized designees, as the only persons empowered to make written commitments
on behalf of their respective organizations to effect changes to any portion of
this Subcontract.
For the Contractor: Mr. Darry Green
Senior Procurement Specialist
PRC Inc.
1500 PRC Drive
McLean, VA 22102-5050
(703) 883-8766
(703) 556-1561
For the Subcontractor: Ms. Carmen Errejon
ImageWare Software, Inc.
10883 Thornmint
San Diego, CA 92127
(619) 673-8600
(619) 673-1770
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ARTICLE 24. MISCELLANEOUS
24.1 NOTICES. Whenever under this Subcontract one party is required or
permitted to give notice to the other, such notice shall be in writing
and shall be deemed to have been given when delivered in hand, by
facsimile, or when sent by registered or certified United States mail,
return receipt requested, postage prepaid, and addressed as follows:
1. In the case of the Contractor:
Mr. Darry Green
Senior Procurement Specialist
PRC Inc.
1500 PRC Drive
McLean, VA 22102-5050
2. In the case of the Subcontractor:
Ms. Carmen Errejon
Contract Administrator
ImageWare Software, Inc.
10883 Thornmint
San Diego, CA 92127
24.2 ENTIRE AGREEMENT. This Subcontract constitutes the complete agreement
between the parties and supersedes all previous agreements or
representations, written or oral, with respect to the Programs and
services specified herein. This Subcontract may not be modified or
amended except in writing signed by a duly authorized representative
of each party.
It is expressly agreed that any terms and conditions of any Delivery
Order, purchase order or other ordering document shall be considered
void and superseded in their entirety by the terms and conditions of
this Subcontract. This Subcontract shall also supersede the terms of
any unsigned license agreement included in any package for software.
24.3 GOVERNING LAW. The construction, enforceability, validity and
interpretation of this Subcontract shall be in accordance with the laws
of the Commonwealth of Virginia.
24.4 HEADINGS AND INTERPRETATIONS. The article and section headings and table
of contents used herein are for reference and convenience only and shall
not enter into the interpretation thereof.
24.5 SEVERABILITY. If any of the provisions of this Subcontract or part of
such provisions are or become invalid or unenforceable, the remaining
provisions shall continue to be effective to the extent that these
portions of this Subcontract embodying the material intent of the parties
remain unaffected.
24.6 WAIVERS. No waiver by a party of any of its rights or remedies hereunder
shall be construed as a waiver by such party of any other rights or
remedies that such party may have under this Subcontract.
24.7 NEGATION OF THE FORMATION OF A BUSINESS ORGANIZATION. This Subcontract
shall not constitute, create, or in any way be interpreted to create a
partnership, joint venture, or formal business organization of any kind
between the Subcontractor and the Subcontractor.
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24.8 PUBLICITY. No publicity or advertising regarding this Subcontract shall
be released without the reasonable prior written approval of the
Contractor, except that this Subcontract may be made known to the U.S.
Contracting Agency/Organization, and except such publicity as may be
required to comply with federal and state securities laws. Any consent
with regard to this clause shall not be unreasonably withheld.
24.9 ORDER OF PRECEDENCE. In the event of an inconsistency between the
sections of this subcontract, the inconsistency shall be resolved by
giving precedence in the following order: (a) the Subcontract Terms and
Conditions; (b) Pricing Schedule (EXHIBIT C); (c) General Provisions
(EXHIBIT B); (d) Statement of Work (EXHIBIT (a); (e) Delivery Orders; (f)
future documents as may be incorporated by duly authorized written
modification.
24.10 SUPERSEDING EFFECT. This Subcontract supersedes all written and oral
agreements. Further, this agreement constitutes the entire Subcontract
between the parties hereto with respect to this Subcontract. All work
performed by the Subcontractor, actions taken, and payments made, if
any, under any other prior written or oral Subcontracts, with respect
to this Subcontract, shall be deemed to have been work performed,
actions taken, or payments made under this Subcontract.
24.11 ASSIGNMENT. Neither this Subcontract nor any interest hereunder may be
assigned or otherwise transferred by either party to third parties other
than corporate affiliates of either party without the prior written
consent of the other party, which consent shall not be unreasonably
withheld. This Subcontract shall be binding upon and inure to the benefit
of the heirs, successors, assigns, and delegates of the parties hereto.
ARTICLE 25. EXECUTION OF AGREEMENT OF SUBCONTRACT
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
as of the day and year first above written.
PRC Inc. ImageWare Software, Inc.
BY: /s/ John Ciro BY: /s/ S. James Miller, Jr.
------------------------- -------------------------
NAME: John Ciro NAME: S. James Miller, Jr.
---------------------- ---------------------
TITLE: Procurement Manager TITLE: Chm + CEO
---------------------- ---------------------
DATE: June 29, 1999 DATE: June 28, 1999
---------------------- ---------------------
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EXHIBIT A
STATEMENT OF WORK
This document identifies the product to be delivered and specifies work to be
performed by ImageWare Software Inc. as a Subcontractor to PRC/Litton for the
Clark County, Nevada system.
TECHNICAL OVERVIEW
The purpose of the Crime Capture System (CCS) is to provide, through its
Capture module, a method for capturing digital images and inputting data in a
NT based digital mugshot/ID system. The Investigative module will allow the
read only searching, viewing and printing of any records created or edited
with Capture module. Upon completion of the install, the new system will meet
all NIST standards, will be Y2K compliant and will store captured images in a
standard jpg format.
I. WORK TO BE PERFORMED BY IMAGEWARE (PER RFP RESPONSE AND DETAILS OF
SPECIFIC DELIVERABLES PER SECTION II)
1. Server configuration and initial installation
2. Installation of quoted and ordered camera subsystem(s) and capture
software(s)
3. Installation of quoted and ordered investigative software
4. Installation of quoted and ordered printers
5. Custom requests as quoted, ordered and detailed in the functional
specifications document
6. Training as quoted and ordered
II. HARDWARE/SOFTWARE (ALL SOFTWARE DELIVERABLES SHALL BE LICENSED IN
ACCORDANCE WITH ARTICLE 2 AND EXHIBIT C)
CLIN 1000 METROCOMM/CIS
PHOTO ID SERVER SOFTWARE
CLIN 1004.a The server will be configured to share .jpg images
CLIN 1004.b The Mugshot Investigative tool will be configured so it can be
installed from any connected workstation.
CLIN 2000 CITY HALL INFORMATION SERVICES
CLIN 2000 Documentation will be delivered. Training on Capture will be done
at this site.
DTS PHOTO ID SERVER SOFTWARE
CLIN 2003.a The server will be configured to share .jpg images
FINGERPRINT ANALYSIS WORKSTATION SUBSYSTEM (RECORD SEALING)
CLIN 2010 Capture software will be installed and configured
CLIN 2100 CITY HALL/CITY JAIL
CLIN 2100 Documentation will be delivered. Training on Capture and
Investigative will be done at this site.
DATA ENTRY WORKSTATION SUBSYSTEM
CLIN 2101 Investigative software will be installed and configured
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PHOTO IMAGE CAPTURE WORKSTATION
CLIN 2104 Capture software will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 2105 Photo capture subsystem will be installed and configured
LAN SERVER SUBSYSTEM
CLIN 2107 LAN server subsystem will be installed and configured
CLIN 3000 CCDC
CLIN 3000 4 Documentation packages will be delivered. Training on Capture and
Investigative will be done at this site.
DATA ENTRY WORKSTATION SUBSYSTEM W/ID VERIFICATION
CLIN 3001 4 Investigative software packages will be installed and configured
PHOTO IMAGE CAPTURE WORKSTATION
CLIN 3004 4 Capture software packages will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 3005 4 Photo capture subsystems will be installed and configured
ID VERIFICATION WORKSTATION (INTAKE/RELEASE)
CLIN 3007 Investigative software will be installed and configured
LAN SERVER SUBSYSTEM
CLIN 3008 LAN server subsystem will be installed and configured
CLIN 4000 ADTECH -- WORK CARD AND REGISTRATION OPERATIONS
CLIN 4000 Documentation will be delivered. Training on Capture and
Investigative will be done at this site.
DATA ENTRY WORKSTATION SUBSYSTEM W/ID VERIFICATION
CLIN 4001 2 Investigative software packages will be installed and configured
DATA ENTRY WORKSTATION SUBSYSTEM W/PHOTO CAPTURE
CLIN 4002 Capture software will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 4003 Photo capture subsystem will be installed and configured
PHOTO IMAGE CAPTURE WORKSTATION
CLIN 4006 Capture software will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 4007 Photo capture subsystem will be installed and configured
ID CARD PRINTER, DUPLEX SUBSYSTEM
CLIN 4008 2 Photo ID Printers will be installed and configured for Duplex
printing.
LAN SERVER SUBSYSTEM
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CLIN 4011 LAN server subsystem will be installed and configured
CLIN 5000 LAUGHLIN -- WORK CARD AND REGISTRATION OPERATIONS
CLIN 5000 Documentation will be delivered. Training on Capture and
Investigative will be done at this site.
DATA ENTRY WORKSTATION SUBSYSTEM
CLIN 5001 Investigative software will be installed and configured
PHOTO IMAGE CAPTURE WORKSTATION
CLIN 5004 Capture software will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 5005 Photo capture subsystem will be installed and configured
ID CARD PRINTER, DUPLEX SUBSYSTEM
CLIN 5006 Photo ID Printer will be installed and configured for Duplex
printing.
LAN SERVER SUBSYSTEM
CLIN 5008 LAN server subsystem will be installed and configured
CLIN 5100 LAUGHLIN -- DETENTION CENTER
CLIN 5100 Documentation will be delivered. Training on Capture and
Investigative will be done at this site.
DATA ENTRY WORKSTATION SUBSYSTEM
CLIN 5101 Investigative software will be installed and configured
PHOTO IMAGE CAPTURE WORKSTATION
CLIN 5104 Capture software will be installed and configured
PHOTO IMAGE CAPTURE SUBSYSTEM
CLIN 5105 Photo capture subsystem will be installed and configured
ID CARD PRINTER, DUPLEX SUBSYSTEM
CLIN 5109 Photo ID Printer will be installed and configured for Duplex
printing.
CLIN 7000 CRIMINALISTICS -- LATENT FINGERPRINT SECTION
CAMERA SUBSYSTEM W/LIGHT TABLE
CLIN 7008 Mavica camera system and documentation will be delivered
CLIN 8000 CORONER'S OFFICE
CLIN 8000 Documentation will be delivered. Training on Capture will be done
at this site.
CORONER'S SPECIAL PURPOSE WORKSTATION SUBSYSTEM
CLIN 8001 Capture software will be installed and configured
HANDHELD COLOR CAMERA SUBSYSTEM
CLIN 8004 Mavica camera system and documentation will be delivered
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OTHER SERVICES
PRC SERVER INTERCONNECT ImageWare Software will develop and provide a
table interconnect with proper documentation to
allow import of records to IWS database.
SYSTEMS INTEGRATION ImageWare Software will make a San Diego based
developer available to the Contractor to provide
technical assistance for the project for a
limited time period on an as available basis.
IWS will send a developer to Virginia provide
technical assistance for the project for 5
business days. ImageWare Software will modify
IWS code to introduce modifications for
compliance with the Request for Proposal.
SPECIFICATIONS GATHERING ImageWare Software will conduct preliminary
site inspections and will provide assistance
to define system specifications and requirements.
DATABASE CUSTOMIZATION ImageWare Software Inc. will provide changes to
the Capture and Investigative database to
support the fields necessary for compliance with
the Request for Proposal, and will provide
technical support for these changes through the
term of the warranty and maintenance period.
III. INTEGRATION AND TEST
ImageWare Software Inc. will assist in the testing procedures related to
its deliverables for System Acceptance.
IV. PROJECT MANAGEMENT
ImageWare Software Inc. will provide project management under that of
the Prime Contractor that shall include:
- Planning and monitoring ImageWare Software Inc.'s contracted tasks.
- Working with the Prime Contractor to resolve actual and/or potential
problems related to contracted deliverables.
- Reporting status of ImageWare Software Inc.'s contract tasks on a
monthly basis.
- Providing analytical and technical expertise related to the
contracted deliverables.
- Scheduling the use of required ImageWare Software Inc.'s resources.
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EXHIBIT B
GENERAL PROVISIONS
1. RESPONSIBILITY OF SUBCONTRACTOR
A. It is understood that in the performance of the services herein provided
for, Subcontractor shall be, and is, an independent Subcontractor, and is
not an agent or employee of Contractor and Customer and shall furnish
such services in its own manner and method except as required by this
Agreement. Further, Subcontractor has and shall retain the right to
exercise full control over the employment, direction, compensation and
discharge of all persons employed by Subcontractor in the performance of
the services hereunder. Subcontractor shall be solely responsible for,
and shall indemnify, defend and save Contractor and Customer harmless
from all matters relating to the payment of its employees, including
compliance with social security, withholding and all other wages,
salaries, benefits, taxes, exemptions, and regulations of any nature
whatsoever.
B. Subcontractor acknowledges that Subcontractor and any Subcontractors,
agents or employees employed by Subcontractor shall not, under any
circumstances, be considered employees of the Contractor and Customer,
and that they shall not be entitled to any of the benefits or rights
afforded employees of Contractor and Customer, including, but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement
System benefits, or health, life, dental, long-term disability or
workers' compensation insurance benefits. Contractor and Customer will
not provide or pay for any liability or medical insurance, retirement
contributions or any other benefits for or on behalf of Subcontractor or
any of its officers, employees or other agents.
C. Subcontractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all services
furnished by the Subcontractor, its Subcontractors and its and their
principals, officers, employees and agents under this Agreement. In
performing the specified services, Subcontractor shall follow practices
consistent with generally accepted professional and technical standards.
D. It shall be the duty of Subcontractor to assure that all products of its
effort are technically sound and in conformance with all pertinent
Federal, State and Local statutes, codes, ordinances, resolutions and
other regulations. Subcontractor will not produce a work product which
violates or infringes on any copyright or patent rights. Subcontractor
shall, without additional compensation, correct or revise any errors or
omissions in its work products. Permitted or required approval by the
Contractor of any products or services furnished by Subcontractor shall
not in any way relieve the Subcontractor of responsibility for the
professional and technical accuracy and adequacy of its work.
Contractor's review, approval, acceptance, or payment for any of
Subcontractor's services herein shall not be construed to operate as a
waiver of any rights under this Agreement or of any cause of action
arising out of the performance of this Agreement, and Subcontractor shall
be and remain liable in accordance with the terms of this Agreement for
damages to Customer caused by Subcontractor's performance or failures to
perform under this Agreement.
E. Subcontractor shall appoint a Manager who will manage the performance of
services. All of the services specified by this Agreement shall be
performed by the Manager, or by Subcontractor's associates and employees
under the personal supervision of the Manager. Should the Manager, or any
employee of Subcontractor designated as key personnel be unable to
complete his or her responsibility for any reason, the Subcontractor will
replace him or her with a qualified person. If Subcontractor fails to
make a required replacement within thirty (30) days, Contractor may
terminate this Agreement for default.
F. Subcontractor agrees that its officers and employees will cooperate with
the Contractor in the performance of services under this Agreement and
will be available for consultation with Contractor at such reasonable
times with advance notice as to not conflict with their other
responsibilities.
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G. Subcontractor has or will retain such employees, as it may need to
perform the services required by this Agreement. Such employees shall not
be employed by the State of Nevada, the Customer or any other political
subdivision of the State of Nevada.
H. Subcontractor shall cooperate with the Customer on all security matters
and shall promptly comply with any Project security requirements
established by the Customer. Such compliance with these security
requirements shall not relieve Subcontractor of responsibility for
maintaining proper security for the sites, nor shall it be construed as
limiting in any manner Subcontractor's obligation to undertake reasonable
action as required to establish and maintain secure conditions at the
sites.
I. All Subcontractor employees that will be working at a Customer location
must pass a state and local security background investigation.
Subcontractor shall promptly replace any employee who fails such
background investigation. The Customer shall bear the cost for these
investigations.
J. The rights and remedies of the Contractor provided for under this section
are in addition to any other rights and remedies provided by law or under
other sections of this Agreement.
2. CHANGES TO SCOPE OF WORK
A. The Customer may at any time, by written order, make changes within the
general scope of this Agreement and in the services or work to be
performed. If such changes cause an increase or decrease in
Subcontractor's cost or time required for performance of any services
under this Agreement, an equitable adjustment limited to an amount within
current unencumbered budgeted appropriations for the Project shall be
made and this Agreement shall be modified in writing accordingly. All
such amendments shall state any increase or decrease in the amount of the
compensation due the Subcontractor for the change in scope and/or
schedule, if any. Should Subcontractor and Contractor be unable to agree
on the impact on price and schedule, there will be no obligation on the
part of Subcontractor to proceed with the change. Any claim of
Subcontractor for an adjustment under this clause must be asserted in
writing within thirty (30) calendar days from the date of receipt by
Subcontractor of notification of change unless the Contractor grants a
further period of time before the date of final payment under this
Agreement.
Any delays caused by Customer and/or Contractor which have a cost and/or
schedule impact to the Project, including but not limited to:
1. Failure to timely approve documents as provided herein,
2. Failure to comply with responsibilities set forth in the Project Plan,
3. Failure to provide reasonable access to facilities or information
required for Subcontractor to perform,
Shall be regarded as constructive changes and shall entitle Subcontractor
to receive from Contractor an equitable adjustment in price and schedule
limited to an amount within current unencumbered budgeted appropriations
for the Project. Contractor agrees to make reasonable best efforts to
obtain funding necessary to accommodate equitable adjustments that may
result from Customer caused delays or constructive change activity.
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3. SUBCONTRACTS
A. Services specified by this Agreement shall not be subcontracted by
Subcontractor, without prior written approval of Customer. Unless
otherwise notified, award of the contract shall serve as the Customer's
approval to subcontract the services as specified in the Subcontractor's
proposal. Subsequent to award, the Customer will accept or reject
proposed Subcontractors as promptly as practicable, with such concurrence
not to be be unreasonably withheld.
B. Approval by Customer of Subcontractor's request to subcontract or
acceptance of or payment for subcontracted work by Customer shall not in
any way relieve Subcontractor of responsibility for the professional and
technical accuracy and adequacy of the work. Subcontractor shall be and
remain liable for all damages to Customer caused by negligent performance
or non-performance of work under this Agreement by Customer's
Subcontractors of any tier.
B. The compensation due under Section 3 shall not be affected by Customer's
approval of Subcontractor's request to subcontract.
4. TERMINATION
1) This Agreement may be terminated in whole or in part by either party in
the event of substantial failure of the other party to fulfill its
obligations under this Agreement through no fault of the terminating
party; but only after the other party is given:
a. not less than ten (10) calendar days' written notice of intent
to terminate; and
b. An opportunity for consultation with the terminating party prior
to termination.
2) This Agreement may be terminated in whole or in part by the Customer for
its convenience; but only after Subcontractor is given:
a. not less than ten (10) calendar days' written notice of intent
to terminate; and
b. an opportunity for consultation with the Customer prior to
termination.
3) If termination for default is effected by the Customer, the Customer will
pay Subcontractor that portion of the compensation which has been earned
as of the effective date of termination but:
a. no amount shall be allowed for anticipated profit or unperformed
services or other unperformed work.
4) Upon receipt or delivery by Subcontractor of a termination notice,
Subcontractor shall promptly discontinue all services affected (unless
the notice directs otherwise) and deliver or otherwise make available to
the Customer's representative, copies of all deliverables.
5) Upon termination, the Customer may take over the work and prosecute the
same to completion by agreement with another party or otherwise. In the
event that Subcontractor shall cease conducting business, the Customer
shall have the right to make an unsolicited offer of employment to any
employees of Customer assigned to the performance of this Agreement.
6) If after termination for failure of Subcontractor to fulfill contractual
obligations it is determined that Subcontractor has not so failed, the
termination shall be deemed to have been effected for the convenience of
the Customer.
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7) The rights and remedies of the Customer and Subcontractor provided in
this section are in addition to any other rights and remedies provided
by law or under this Agreement.
8) Neither party shall be considered in default in the performance of its
obligations hereunder, nor any of them, to the extent that performance
of such obligations, nor any of them, is prevented or delayed by any
cause, existing or future, which is beyond the reasonable control of
such party. Delays arising from the actions or inactions of one or
more of Subcontractor's principals, officers, employees, agents,
Subcontractors, vendors or suppliers are expressly recognized to be
within Subcontractor's control.
5. COVENANT AGAINST CONTINGENT FEES
Subcontractor warrants that no person or selling agency has been
employed or retained to solicit or secure this Agreement upon an
agreement or understanding for a commission, percentage, brokerage, or
contingent fee, excepting bona fide permanent employees. For breach
or violation of this warranty, the Customer shall have the right to
annul this Agreement without liability or in its discretion to deduct
from the Agreement price or consideration or otherwise recover the full
amount of such commission, percentage, brokerage, or contingent fee.
6. GRATUITIES
A. The Customer may, by written notice to Subcontractor, terminate this
Agreement if it is found after notice and hearing by the Customer
that gratuities (in the form of entertainment, gifts or otherwise)
were offered or given by Subcontractor or any agent or representative
of Subcontractor to any officer or employee of the Customer with a
view toward securing a contract or securing favorable treatment with
respect to the awarding or amending or making of any determinations
with respect to the performance of this Agreement.
B. In the event this Agreement is terminated as provided in paragraph 1
hereof, the Customer shall be entitled:
1. to pursue the same remedies against Subcontractor as it
could pursue in the event of a breach of his Agreement by
Subcontractor; and
2. as a penalty in addition to any other damages to which it
may be entitled by law, to exemplary damages in an amount
(as determined by the Customer) which shall be not less
than three (3) nor more then ten (10) times the costs
incurred by Subcontractor in providing any such gratuities
to any such officer or employee.
C. The rights and remedies of the Customer provided in this clause
shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
7. COVENANT
Subcontractor covenants that it presently has no interest and that
it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services
required to be performed under this Agreement. Subcontractor further
covenants, to its knowledge and ability, that in the performance of
said services no person having any such interest shall be employed.
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8. ASSIGNMENT
Any attempt by Subcontractor to assign or otherwise transfer any
interest in this Agreement without the prior written consent of the
Customer shall be void.
9. OWNERSHIP
A. Notwithstanding any other provision hereof, Subcontractor retains
title to the Subcontractor-developed software including all custom
modifications, enhancements, and derivative works created thereto and
hereafter and all source code, object code, technical and functional
designs and related information in a form protectable by U.S. copyright,
patent or trade secret law.
B. For the purpose of this article, the term "Software" shall mean all of
the sets of instructions or statements, expressed, fixed, embodied, or
stored in any manner, which are to be used directly or indirectly in a
computer to bring about a specific result, and which are to be furnished
by Subcontractor to the Contractor under the contract. Software
includes, but is not limited to, application program, operating
systems, language translators, databases, database management systems,
utility program, maintenance or diagnostic program and engineering
analysis program. Intellectual Property Right(s) is any patent, petty
patent, registered design, copyright, design right, semiconductor
topography right, know-how, or any similar right exercisable in any part
of the world and shall include any applications for the registration of
any patents or registered designs or similar registrable rights in any
part of the world.
C. the Software may not be copied or modified, in whole or in part, for
any purpose whatsoever. The Software may not be reversed, compiled,
dissembled, or otherwise reverse engineered in whole or in part. The
Software and its associated documentation shall be used only with the
designed equipment for which, or with which, it was acquired.
D. The parties acknowledge that during performance under this contract,
new technologies, proprietary and confidential concepts, methods,
techniques, processes and ideas, whether or not patentable or
copyrightable, and whether or not constituting inventions may result
which the parties now agree shall constitute protectable Intellectual
Property. All right, title and interest, including trademarks,
copyright interests and other forms of intellectual property, in
and to such new technologies, proprietary and confidential concepts,
methods, techniques, processes and ideas developed and funded under
this contract shall be the exclusive property of Subcontractor. All
right, title and interest, including trademarks, copyright interests
and other forms of intellectual property, in and to such intellectual
property developed by Subcontractor, its employees, Subcontractors,
vendors or agents, in the performance of this agreement shall be the
property of Subcontractor, with Customer being granted, through
license, use thereof.
E. Upon final acceptance, Subcontractor hereby grants to the Customer a
perpetual, non-exclusive, royalty-free, irrevocable, fully-paid license
to all Software (see Article 2 and Exhibit C), and its associated
documentation. No title to or ownership of the Software or any of its
parts is transferred to the Customer. Title to the Software and all
patents, copyrights, trade secrets, and any other applicable intellectual
property rights shall remain with Subcontractor and/or its vendors and
Subcontractors whether developed prior to or during the performance of
this contract.
F. It is agreed that Subcontractor's or manufacturer's terms and
conditions accompanying or enclosed with Software, if any, shall
form a part of the Customer license with respect to such Software.
Relevant licenses will be provided to the Customer prior to delivery
of the software.
G. Source code developed by Subcontractor specifically for this contract
will be delivered to the Subcontractor provided Escrow Agent for the
purpose of granting access to the Customer under the specified terms and
conditions as set forth in the signed Escrow Agreement dated,
__________1999.
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10. COMPENSATION
CUSTOMER'S FISCAL LIMITATIONS
a. The content of this section shall apply to the entire Agreement and
shall take precedence over any conflicting terms and conditions,
and shall limit the Customer's financial responsibility as
indicated in Sections 2 and 3 below.
b. Notwithstanding any other provisions of this Agreement, this
Agreement shall terminate and Customer's obligations under it shall
be extinguished at the end of the fiscal year in which the
Customer's Governing Body fails to appropriate monies for the
ensuing fiscal year sufficient for the payment of all amounts which
will then become due.
c. Customer's total liability for all charges for services which may
become due under this Agreement is limited to the total maximum
expenditure(s) authorized in Customer's purchase order(s) to
Contractor.
11. IMMUNITY FOR INCORRECT DATE GENERATION
The Customer, its officers and employees shall be immune for any breach
of this Agreement caused by an incorrect date being produced, calculated
or generated by a computer or other information system that is owned or
operated by the Customer, its officers or employees, regardless of the
cause of the error (reference NRS 41.0321). In addition, Contractor
shall not be liable for performance impacts or other damages that result
from incorrect date or date related information that is first produced,
calculated or generated by a computer or other information system
outside the system to be delivered under this contract. In the event
Contractor's performance is impacted by incorrect date or date related
information that is first produced, calculated, or generated by a system
owned or operated by the Customer or Clark County, Contractor shall be
entitled to a contract adjustment for increased costs and/or schedule
impacts. The contract adjustment shall be limited to an amount within
current unencumbered appropriations for the Project. The Customer shall
make reasonable best efforts to obtain the funding necessary to
accommodate contract adjustments that may result under this Section. In
the event Contractor's performance is impacted by incorrect date or date
related information that is first produced, calculated, or generated by
a third party controlled system outside of Customer control, Contractor
shall be entitled to schedule relief only. Such schedule relief shall
include relief of any liquidated damages that might otherwise apply.
12. INSURANCE REQUIREMENTS
A. FORMAT/TIME: Subcontractor shall provide Contractor with Certificates of
Insurance for coverages as listed below, and endorsements affecting
coverage required by this Agreement within ten (10) calendar days after
the award by the Contractor. All policy certificates and endorsements
shall be signed by a person authorized by that insurer and who is
licensed by the State of Nevada in accordance with NRS 680A.300. All
required aggregate limits shall be disclosed and amounts entered on the
Certificate of Insurance, and shall be maintained for the duration of
the Agreement and any renewal periods.
B. BEST KEY RATING: The Contractor requires insurance carriers to maintain
during the contract term, a Best Key Rating of A-VII or higher, which
shall be fully disclosed and entered on the Certificate of Insurance.
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C. CONTRACTOR COVERAGE: The Contractor, its officers and employees, and
Customer, its officers and employees, must be expressly covered as
additional insured except on workers' compensation and professional
liability insurance coverage. Subcontractor's insurance shall be primary
as respects the Contractor, its officers and employees, and Customer, its
officers and employees.
D. ENDORSEMENT/CANCELLATION: Subcontractor's general liability insurance
policy shall be endorsed to recognize specifically Subcontractor's
contractual obligation of additional insured to Contractor, and must note
that Contractor will be given thirty (30) calendar days advance notice by
certified mail "return receipt requested" of any policy changes,
cancellations, or any erosion of insurance limits.
E. DEDUCTIBLES: All deductibles and self-insured retention shall be fully
disclosed in the Certificates of Insurance and may not exceed Ten
Thousand Dollars ($10,000) without the express written permission of the
Contractor.
F. AGGREGATE LIMITS: IF aggregate limits are imposed on bodily injury and
property damage, then the amount of such limits must not be less than Two
Million Dollars ($2,000,000).
G. COMMERCIAL GENERAL LIABILITY: Subject to paragraph 6 of this Section,
Subcontractor shall maintain limits of no less than One Million Dollars
($1,000,000) combined single limit per occurrence for bodily injury
(including death), personal injury and property damages. Commercial
general liability coverage shall be on a "per occurrence" basis only, not
"claims made," and be provided either on a Commercial General Liability
or a Broad Form Comprehensive General Liability (including a Broad Form
CGL endorsement) insurance form.
H. AUTOMOBILE LIABILITY: Subject to paragraph 6 of this Section,
Subcontractor shall maintain limits of no less than One Million Dollars
($1,000,000) combined single limit per occurrence for bodily injury and
property damage. All insurance claims for injuries to persons or damages
to property which may arise from services rendered by Subcontractor and
any auto used for the performance of services under this Agreement.
I. WORKERS' COMPENSATION: Subcontractor shall obtain and maintain a work
certificate and/or a certificate issued by the State Industrial Insurance
System (SIIS) in accordance with Nevada Revised Statutes Chapters
616A-616D, inclusive, as long as Subcontractor has an employee(s).
J. FAILURE TO MAINTAIN COVERAGE: If Subcontractor fails to maintain any of
the insurance coverages required herein, Contractor will have the option
to stop the work, declare Subcontractor in breach, suspend or terminate
the Agreement, assess liquidated damages as defined herein, or may
purchase replacement insurance or pay premiums due on existing policies.
Contractor may collect any replacement insurance costs or premium
payments made from Subcontractor or deduct the amount paid from any sums
due Subcontractor under this Agreement.
K. ADDITIONAL INSURANCE: Subcontractor is encouraged to purchase any such
additional insurance as it deems necessary.
L. DAMAGES: Subcontractor is required to remedy all injuries to persons and
damage or loss to any property of Contractor, caused in whole or in part
by Subcontractor, their Subcontractors or anyone employed, directed or
supervised by Subcontractor.
M. COST: Subcontractor shall pay all associated costs for the specified
insurance. The cost shall be included in the price(s).
27
<PAGE>
EXHIBIT C CONFIDENTIAL
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE
-----------------------------------------------------------------------------------------------------------------------------------
CLIN COST ELEMENT DESCRIPTION MANUFACTURER MODEL NO. QTY UNIT PRICE TOTAL PRICE YEARLY UNIT TOTAL PRICE
Price
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1000 METROCOMM/CIS
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
1004 PHOTO ID SERVER SOFTWARE
-----------------------------------------------------------------------------------------------------------------------------------
Digital Photo Storage & Retrieval Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
Mugshot Investigative Software
Package Imageware N/A 1 $290,000.00 $290,000.00 $43,500.00 $43,500.00
-----------------------------------------------------------------------------------------------------------------------------------
Record Retrieval and Display
Program Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $ 37,063.14 $37,063.14 N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2000 CITY HALL INFORMATION SERVICES
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2003 DTS PHOTO ID SERVER SOFTWARE
-----------------------------------------------------------------------------------------------------------------------------------
Digital Photo Storage & Retrieval Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
Mugshot Investigative Software
Package Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
Record Retrieval and Display
Program Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2010 FINGERPRINT ANALYSIS WORKSTATION
SUBSYSTEM (RECORD 1
-----------------------------------------------------------------------------------------------------------------------------------
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
-----------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2100 CITY HALL, CITY JAIL
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2101 DATA ENTRY WORKSTATION SUBSYSTEM 1
-----------------------------------------------------------------------------------------------------------------------------------
Mugshot Investigative Software Imageware N/A 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2104 PHOTO IMAGE CAPTURE WORKSTATION
SUBSYSTEM 1
-----------------------------------------------------------------------------------------------------------------------------------
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
-----------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2105 PHOTO CAPTURE SUBSYSTEM
-----------------------------------------------------------------------------------------------------------------------------------
Analog 3CCD Video Camera Imageware/Hitachi HV-C20 1 $4,368.20 $4,368.20 $655.23 $655.23
-----------------------------------------------------------------------------------------------------------------------------------
Motorized computer-controlled
Pan & Till Mount Imageware/Hitachi SS485P 1 $1,635.19 $1,635.19 $245.28 $245.28
-----------------------------------------------------------------------------------------------------------------------------------
Zoom Lens Imageware/
Cosmicar/Pentax H15ZME(C60817) 1 $1,433.84 $1,433.84 $215.08 $215.08
-----------------------------------------------------------------------------------------------------------------------------------
Cable, pan/tilt to PC Imageware N/A 1 $405.00 $405.00 $60.75 $60.75
-----------------------------------------------------------------------------------------------------------------------------------
PCI Digitizer Capture board for
camera, Flashbus MV-Pro Imageware/IT 3044 1 $861.34 $861.34 $129.20 $129.20
-----------------------------------------------------------------------------------------------------------------------------------
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
-----------------------------------------------------------------------------------------------------------------------------------
Studio Lighting Imageware N/A 1 $1,276.09 $1,276.09 $191.41 $191.41
-----------------------------------------------------------------------------------------------------------------------------------
Reflective pedestal Imageware N/A 1 $878.52 $878.52 $131.78 $131.78
-----------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,302.98 $1,302.98 N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2107 LAN SERVER SUBSYSTEM
-----------------------------------------------------------------------------------------------------------------------------------
Store and Forward Imageware N/A 1 $5,000.00 $5,000.00 $750.00 $750.00
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
page 1
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE
---------------------------------------------------------------------------------------------------------------------------------
CLIN Cost Element Description Manufacturer Model No. Qty Unit Price Total Price Yearly Unit Total Price
Price
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $600.00 $600.00 N/A N/A
3000 CCDC
3001 DATA ENTRY WORKSTATION W/ID
Verification 4
Mugshot Investigative Software Imageware N/A 4 NSP NSP NSP NSP
3004 PHOTO CAPTURE WORKSTATION 4
CCS Software Capture Imageware N/A 4 $9,000.00 $36,000.00 $1,350.00 $5,400.00
Imageware Shipping/Handling/
Installation/Training Imageware N/A 4 $1,080.00 $4,320.00 N/A N/A
3005 PHOTO CAPTURE SUBSYSTEM 4
Analog 3CCD Video Camera Imageware/ HV-C20 4 $4,368.20 $17,472.80 $655.23 $2,620.92
Hitachi
Motorized computer-controlled Imageware/ SS485P 4 $1,635.19 $6,540.76 $245.28 $981.11
Pan & Tilt Mount Hitachi
Zoom Lens Imageware/ H15ZME 4 $1,433.84 $5,735.36 $215.08 $860.30
Cosmicar/ (C60817)
Pentax
Cable, pan/tilt to PC Imageware N/A 4 $405.00 $1,620.00 $60.75 $243.00
PCI Digitizer Capture board for
camera, Flashbus MV-Pro Imageware/IT 3044 4 $861.34 $3,445.36 $129.20 $516.80
Cable, Camera to Board Imageware/IT 3610 4 NSP NSP NSP NSP
Studio Lighting Imageware N/A 4 $1,276.07 $5,104.28 $191.41 $785.64
Reflective pedestal Imageware N/A 4 $878.52 $3,514.08 $131.78 $527.11
Imageware Shipping/Handling/
Installation/Training Imageware N/A 4 $1,302.98 $5,211.92 N/A N/A
3007 ID VERIFICATION WORKSTATION
(INTAKE/RELEASE) 1
Mugshot Investigative Software Imageware N/A 1 NSP NSP NSP NSP
3008 LAN SERVER
Store and Forward Imageware N/A 1 $5,000.00 $5,000.00 $750.00 $750.00
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $600.00 $600.00 N/A N/A
4000 ADTECH WORK CARD AND REGISTRATION
OPERATIONS
4001 DATA ENTRY WORKSTATION SUBSYSTEM
W/ID VERIFICATION 2
Mugshot Investigative Software Imageware N/A 2 NSP NSP NSP NSP
4002 DATA ENTRY WORKSTATION SUBSYSTEM
W/PHOTO CAPTURE 1
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
4003 PHOTO CAPTURE SUBSYSTEM 1
Analog 3CCD Video Camera Imageware/ HV-C20 1 $4,368.20 $4,368.20 $655.23 $655.23
Hitachi
Motorized computer-controlled Imageware/ SS485P 1 $1,635.19 $1,635.19 $245.26 $245.26
Pan & Tilt Mount Hitachi
</TABLE>
page 2
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE
---------------------------------------------------------------------------------------------------------------------------------
CLIN Cost Element Description Manufacturer Model No. Qty Unit Price Total Price Yearly Unit Total Price
Price
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Zoom Lens Imageware/ H15ZME 1 $1,433.84 $1,433.84 $215.08 $215.08
Cosmicar/ (C60817)
Pentax
Cable, pan/tilt to PC Imageware N/A 1 $405.00 $405.00 $60.75 $60.75
PCI Digitizer Capture board for
camera, Flashbus MV-Pro Imageware/IT 3044 1 $861.34 $861.34 $129.20 $129.20
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
Studio Lighting Imageware N/A 1 $1,273.09 $1,273.09 $190.96 $190.96
Reflective pedestal Imageware N/A 1 $878.52 $878.52 $131.78 $131.78
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,302.62 $1,302.62 N/A N/A
4006 PHOTO CAPTURE WORKSTATION 1
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
4007 PHOTO CAPTURE SUBSYSTEM 1
Analog 3CCD Video Camera Imageware/ HV-C20 1 $4,368.20 $4,368.20 $655.23 $655.23
Hitachi
Motorized computer-controlled Imageware/
Pan & Tilt Mount Hitachi SS485P 1 $1,635.19 $1,635.19 $245.28 $245.28
Zoom Lens Imageware/ H15ZME 1 $1,433.84 $1,433.84 $215.08 $215.08
Cosmicar/ (C60817)
Pentax
Cable, pan/tilt to PC Imageware 1 $405.00 $405.00 $60.75 $60.75
PCI Digitizer Capture board for
camera, Flashbus MV-Pro Imageware/IT 3044 1 $861.34 $861.34 $129.20 $129.20
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
Tripod Imageware N/A 1 NSP NSP NSP NSP
Studio Lighting Imageware N/A 1 $1,273.09 $1,273.09 $190.96 $190.96
Reflective pedestal Imageware N/A 1 $878.52 $878.52 $131.78 $131.78
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,302.62 $1,302.62 N/A N/A
4008 ID CARD PRINTER, DUPLEX SUBSYSTEM 2
Photo ID printer Imageware/ 85S 2 $7,275.00 $14,550.00 $1,091.25 $2,182.50
Atlantek
Imageware Shipping/Handling/
Installation/Training Imageware N/A 2 $873.00 $1,746.00 N/A N/A
PVC card Stock; 30 Mil PVC card;
500 cards per box Imageware N/A 2 $85.00 $170.00 N/A N/A
Cleaner Tape; one roll for every
1000 cards Imageware N/A 2 $16.00 $32.00 N/A N/A
Over Laminate 150 cards per roll Imageware N/A 2 $44.00 $88.00 N/A N/A
Ribbons color/black front side and
black resin back side 500 car Imageware N/A 2 $175.00 $350.00 N/A N/A
Ribbons black front/back 500 cards Imageware N/A 2 $87.50 $175.00 N/A N/A
4011 LAN SERVER SUBSYSTEM
Store and Forward Imageware N/A 1 $5,000.00 $5,000.00 $750.00 $750.00
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $600.00 $600.00 N/A N/A
5000 LAUGHLIN WORK CARD AND REGISTRATION
OPERATIONS
5001 DATA ENTRY WORKSTATION SUBSYSTEM 1
Mugshot Investigative Software Imageware N/A 1 NSP NSP NSP NSP
5004 PHOTO CAPTURE WORKSTATION 1
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
</TABLE>
page 3
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE
---------------------------------------------------------------------------------------------------------------------------------
CLIN Cost Element Description Manufacturer Model No. Qty Unit Price Total Price Yearly Unit Total
Price Price
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Imageware Shipping/Handling/ Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
Installation/Training
5005 PHOTO CAPTURE SUBSYSTEM 1
Analog 3CCD Video Camera Imageware/Hitachi HV-C20 1 $4,368.20 $4,368.20 $655.23 $655.23
Motorized computer-controlled Imageware/Hitachi SS485P 1 $1,635.19 $1,635.19 $245.28 $245.28
Pan & Tilt Mount
Zoom Lens Imageware/Cosmicar/ H15ZME(C60817) 1 $1,433.84 $1,433.84 $215.08 $215.08
Pentax
Cable pan/tilt to PC Imageware N/A 1 $405.00 $405.00 $60.75 $60.75
PCI Digitzer Capture board Imageware/IT 3044 1 $861.34 $861.34 $129.20 $129.20
for camera, Flashbus MV-Pro
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
Studio Lighting Imageware N/A 1 $1,273.09 $1,273.09 $190.96 $190.96
Reflective pedestal Imageware N/A 1 $878.52 $878.52 $131.78 $131.78
Imageware Shipping/Handling/ Imageware N/A 1 $1,302.62 $1,302.62 N/A N/A
Installation/Training
5006 ID CARD PRINTER, DUPLEX SUBSYSTEM 1
Photo ID printer Imageware/Atlantek 85S 1 $7,275.00 $7,275.00 $1,091.25 $1,091.25
Imageware Shipping/Handling/ Imageware N/A 1 $873.00 $873.00 N/A N/A
Installation/Training
PVC card Stock: 30 Mil PVC card; Imageware N/A 1 $85.00 $85.00 N/A N/A
500 cards per pox
Cleaner Tape; one roll for Imageware N/A 1 $16.00 $16.00 N/A N/A
every 1000 cards
Over laminate 150 cards per roll Imageware N/A 1 $44.00 $44.00 N/A N/A
Ribbons color/black front side Imageware N/A 1 $175.00 $175.00 N/A N/A
and black resin back side
500 cards
Ribbons black front/back 500 Imageware N/A 1 $87.50 $87.50 N/A N/A
cards
5008 LAN SERVER SUBSYSTEM
Store and Forward Imageware N/A 1 $5,000.00 $5,000.00 $750.00 $750.00
Imageware Shipping/Handling/ Imageware N/A 1 $600.00 $600.00 N/A N/A
Installation/Training
5100 LAUGHLIN - DETENTION CENTER
5101 DATA ENTRY WORKSTATION SUBSYSTEM 1
Mugshot Investigative Software Imageware N/A 1 NSP NSP NSP NSP
5104 PHOTO IMAGE CAPTURE WORKSTATION 1
SUBSYSTEM
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
Imageware Shipping/Handling Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
Installation/Training
5105 PHOTO CAPTURE SUBSYSTEM 1
Analog 3CCD Video Camera Imageware/Hitachi HV-C20 1 $4,368.20 $4,368.20 $655.23 $655.23
Motorized computer-controlled Imageware/Hitachi SS485P 1 $1,635.19 $1,635.19 $245.28 $248.28
Pan & Tilt Mount
Zoom Lens Imageware/Cosmicar/ H15ZME(C60817) 1 $1,433.84 $1,433.84 $215.08 $215.08
Pentax
Cable,pan/tilt to PC Imageware N/A 1 $405.00 $405.00 $60.75 $60.75
PCI Digitzer Capture board Imageware/IT 3044 1 $861.34 $861.34 $129.20 $129.20
for camera, Flashbus MV-Pro
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
Studio Lighting Imageware N/A 1 $1,273.09 $1,273.09 $190.96 $190.96
</TABLE>
page 4
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
PRODUCT MAINTENANCE
---------------------------------------------------------------------------------------------------------------------------------
CLIN Cost Element Description Manufacturer Model No. Qty Unit Price Total Price Yearly Unit Total Price
Price
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Reflective pedestal Imageware N/A 1 $878.52 $878.52 $131.78 $131.78
---------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,302.62 $1,302.62 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
5109 ID CARD PRINTER, DUPLEX SUBSYSTEM 1
---------------------------------------------------------------------------------------------------------------------------------
Photo ID Printer Imageware/
Atlantek 85S 1 $7,275.00 $7,275.00 $1,091.25 $1,091.25
---------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $873.00 $873.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
PVC card Stock; 30 Mil PVC card;
500 cards per box Imageware N/A 1 $85.00 $85.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Cleaner Tape; one roll for
every 1000 cards Imageware N/A 1 $16.00 $16.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Over Laminate 150 cards per roll Imageware N/A 1 $44.00 $44.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Ribbons color/black front side
and black resin back side 500
cards Imageware N/A 1 $175.00 $175.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Ribbons black front/back 500 cards Imageware N/A 1 $87.50 $87.50 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
7000 CRIMINALISTICS-LATENT FINGERPRINT
SECTION
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
7008 CAMERA SUBSYSTEM W/ LIGHT TABLE: 1
---------------------------------------------------------------------------------------------------------------------------------
Mavica camera system ImageWare/Sony MVC-FD71 1 $1,012.50 $1,012.50 $151.88 $151.88
---------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $121.50 $121.50 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
8000 CORONER'S OFFICE
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
8001 CORONER'S SPECIAL PURPOSE
WORKSTATION SUBSYSTEM 1
---------------------------------------------------------------------------------------------------------------------------------
CCS Software, Capture Imageware N/A 1 $9,000.00 $9,000.00 $1,350.00 $1,350.00
---------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $1,080.00 $1,080.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
8004 HANDHELD COLOR CAMERA SUBSYSTEM 1
---------------------------------------------------------------------------------------------------------------------------------
Color Camera ImageWare/ Mavica FD-71 1 $1,012.50 $1,012.50 $151.88 $151.88
Sony
---------------------------------------------------------------------------------------------------------------------------------
Imageware Shipping/Handling/
Installation/Training Imageware N/A 1 $121.50 $121.50 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
OTHER SERVICES
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
System Integration/Setup Imageware N/A 1 $48,000.00 $48,000.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Project Management Imageware N/A 1 $27,000.00 $27,000.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Specifications Gathering Imageware N/A 1 $10,000.00 $10,000.00 N/A N/A
---------------------------------------------------------------------------------------------------------------------------------
Database Customization Imageware N/A 1 $18,000.00 $18,000.00 $2,700.00 $2,700.00
---------------------------------------------------------------------------------------------------------------------------------
Server Database Maintenence Imageware N/A 1 N/A N/A $5,000.00 $5,000.00
---------------------------------------------------------------------------------------------------------------------------------
PRC Server Interconnect Imageware N/A 1 $20,000.00 $20,000.00 $3,000.00 $3,000.00
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
page 5
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
PRODUCT MAINTENANCE
------------------------------------------------------------------------------------------------------------------------------------
YEARLY UNIT
CLIN COST ELEMENT DESCRIPTION MANUFACTURER MODEL NO. QTY UNIT PRICE TOTAL PRICE PRICE TOTAL PRICE
------------------------------------------------------------------------------------------------------------------------------------
TOTAL $729,270.06 TOTAL $91,375.48
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9300 FACIAL RECOGNITION CAPABILITY OPTION
Automated Facial Recognition Software
(FaceID) server Imageware N/A 1 $166,328.25 $166,328.25 $24,949.24 $24,949.24
Automated Facial Recognition Software
(FaceID) client Imageware N/A 1 $ 15,000.00 $ 15,000.00 $ 2,250.00 $ 2,250.00
70 MM CONVERSION OPTION
Analog 3CCD Video Camera Imageware/Hitachi HV-C20 1 $ 4,368.20 $ 4,368.20 $ 655.23 $ 655.23
Motorized computer-controlled PAN &
Tilt Mount Imageware/Hitachi SS485P 1 $ 1,635.19 $ 1,635.19 $ 245.28 $ 245.28
Zoom Lens Imageware $ 490.00 $ 490.00 $ 73.05 $ 73.50
Cable, pan/tilt to PC Imageware N/A 1 $ 405.00 $ 405.00 $ 60.75 $ 60.75
PCI Digitizer Capture board for
camera, Flashbus MV-Pro Imageware/IT 3044 1 $ 861.34 $ 861.34 $ 129.20 $ 129.20
Cable, Camera to Board Imageware/IT 3610 1 NSP NSP NSP NSP
Conversion Stand and Lighting Imageware N/A 1 $ 500.00 $ 500.00 $ 75.00 $ 75.00
Imageware Shipping/Handling/Installation/
Training Imageware N/A 1 $ 943.17 $ 943.17 N/A N/A
Customization of Code (negative to
positive image) Imageware N/A lot $ 5,000.00 $ 5,000.00 N/A N/A
Research and Development (new code and
stand construction) Imageware N/A lot $ 5,000.00 $ 5,000.00 N/A N/A
ID CARD FORMATS AND REPORTS OPTIONS
Customization of ID Card Formats and
Reports with Training Imageware N/A lot $ 15,000.00 $ 15,000.00 N/A N/A
PRINTER SUPPLY OPTIONS
PVC card Stock; 30 Mil PVC card;
500 cards per box Imageware N/A 1 $ 85.00 $ 85.00 N/A N/A
Cleaner Tape; one roll for every
1000 cards Imageware N/A 1 $ 16.00 $ 16.00 N/A N/A
Over Laminate 150 cards per roll Imageware N/A 1 $ 44.00 $ 44.00 N/A N/A
Ribbons color/black front side and
black resin back side 500 cards Imageware N/A 1 $ 175.00 $ 175.00 N/A N/A
Ribbons black front/back 500 cards Imageware N/A 1 $ 87.50 $ 87.50 N/A N/A
</TABLE>