Sample Business Contracts

Purchase Order re: Digital Booking/Mug-Shot System - ImageWare Software Inc. and City of San Antonio

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                                  PURCHASE ORDER                    No.PR-66299
                               CITY OF SAN ANTONIO
                                    CITY HALL                      CONFIDENTIAL
                               SAN ANTONIO, TEXAS

DATE: 9/2/99, BC/DC                                                Page: 1 of 2

1.   Purchase Order Number - Vendor must show purchase order number on all
     packages, shipping papers, invoices and correspondence. The City of San
     Antonio will not be responsible for any goods delivered without a
     purchase order number.

2.   Shipping Instructions - F.O.B. destination unless specified otherwise.

3.   Invoicing - Send original invoice to: City of San Antonio, General
     Accounting, P.O. Box 839966, San Antonio, TX 78283-3966.

4.   Payment - The City will pay for the requested goods and/or services as
     promptly as possible, but in any event, no later than sixty (60) days
     after 1) receipt of the goods or 2) the service is complete or 3) the
     day the City receives the invoice for the goods, and/or services,
     whichever is later.

5.   If unable to fill at prices shown, advise before shipping.

6.   Taxes - No Federal tax shall be included in prices billed. The City of
     San Antonio is exempt from the State of Texas Limited Sales excise and
     use tax. (Permit No. 1-74-6002070-5)

7.   If you have any questions regarding this purchase order, call

21053                                                Terms: NET 30
IMAGEWARE SOFTWARE, INC.                             Delivery Date:
10883 THORNMINT ROAD                                 90 DAYS
                                                     Phone: 619-673-5600
Deliver to: 515 S. FRIO, SAN ANTONIO, TX 78207

QTY. REC.  QTY. ORD.  UNIT    DESCRIPTION                         UNIT PRICE          AMOUNT
<S>        <C>        <C>     <C>                                <C>               <C>
               1      EACH    "VIDEO MUG SYSTEM" COMPLETE        $520,649.7000     $520,649.70
                              W/INSTALLATION & TRAINING









                                                      TOTAL                        $520,649.70









OPENED:  7/6/99  PASSED:  8/26/99, BID #: 99-115, ORD. #: 90328     [ILLEGIBLE]

<S>        <C>    <C>        <C>            <C>       <C>               <C>
 981181     11                              05-373      17-05-04        INFORMATION SERVICES

1           10   11  12   13       17   18           25   34      37   51    56   57    62   69          77
     I.D.          LN      TRANSCODE      DOCUMENT NO.      DISC. %     VENDOR     INDEX         AMOUNT
<S>              <C>      <C>           <C>               <C>          <C>        <C>       <C>
Dup. Cols 1-10              2  1  1       P  R  66299        0.00                  242479      $520,649.70
From Above                  2  1  1
Header                      2  1  1

Form 15 107A (REV. 10-98)           PURCHASING COPY

                               CITY OF SAN ANTONIO
                              PURCHASING DEPARTMENT
Issued By: RC/jdl                                    Date Issued: JUNE 16, 1999
BID NO.: 99-115                                                    Page 1 of 13
                           FORMAL INVITATION FOR BIDS
                         DIGITAL BOOKING/MUG-SHOT SYSTEM
Sealed bids in triplicate, subject to the Terms and Conditions of this
Invitation for Bids and other contract provisions, will be received at the
office of the City Clerk, City Hall until 2:00 p.m. Central Time JULY 6, 1999.

The City of San Antonio Purchasing Department is willing to assist any
bidder(s) in the interpretation of bid provisions or explanation of how bid
forms are to be completed. Assistance can be received by visiting the
Purchasing Office in the City Hall Annex, 131 W. Nueva, or by calling (210)

It is the policy of the City of San Antonio to involve qualified Small,
Minority, Woman-owned, and local business in construction, procurement,
professional services, and leases and concessions contracting. The City of
San Antonio has established the following minority business enterprise (MBE)
and woman business enterprise (WBE) utilization goals:

                        MBE Goal : 11.7% WBE Goal: 12.8%

                     This invitation includes these forms:

     <S>                                              <C>
     Bid Invitation                                   Specifications and General Requirements
     Terms and Conditions of Invitations for Bids     Price Schedule

The undersigned, by his/her signature, represents that he/she is authorized
to bind the bidder to fully comply with the terms and conditions of the
attached Bid Invitation, Specifications, and Special Provisions for the
amount(s) shown on the accompanying bid sheet(s). By signing below, you have
read the entire document and agreed to the terms therein.

Firm Name: IMAGEWARE SOFTWARE, INC.  Telephone Number:      858-673-8600
          -------------------------                   --------------------------

Address:   10883 THORNMINT RD.       City, State, Zip Code: SAN DIEGO, CA 92127
        ---------------------------                        ---------------------

/s/  Robert G. Bannan                Signer's Name:         ROBERT G. BANNAN
-----------------------------------                -----------------------------
Signature of Person Authorized to                     (Please Print or Type)
Sign Bid


Prompt Payment Discount: ______%______days. (If no discount is offered, Net
30 will apply.)

Please check the following blanks which apply to your company:

Ownership of firm (51% or more):
   Non-minority    Hispanic     African-American
---             ---          ---
   Other Minority (specify)
---                         -------------------------------

   Female Owned     Handicapped Owned
---              ---
   Small Business (less than $1 million annual receipts or 100 employees)

Indicate Status:    Partnership   X Corporation     Sole Proprietorship
                 ---             ---             ---
                    Other (specify)
                 ---               -------------------------

FOR CITY USE ONLY                      AWARD
Items Accepted:         Ordinance No:          Date:           Amount:

Approved:                                                   CITY OF SAN ANTONIO


                                                            Page 2 of 13

                                                                 Page 3 of 13

     (a)  Bids shall be enclosed in sealed envelopes addressed to the City
          Clerk, City of San Antonio. The name and address of bidder, the
          date and hour of the bid opening and the title of the bid
          solicitation shall be placed on the outside of the envelope.

     (b)  Bids must be submitted on the forms furnished. Facsimile bids must
          be submitted in accordance with Par. 4(a) above. Bids, however, may
          be modified provided such modifications are sealed and received by
          the City Clerk prior to the time and date set for the bid opening.
          However, the City of San Antonio shall not be responsible for lost
          or misdirected bids or modifications.

     (c)  SAMPLES: Samples may be requested for evaluation and must be
          provided within ten calendar days at no expense to the City of San
          Antonio. Failure to provide samples will eliminate vendors from bid
          consideration. Samples will be returned upon request, otherwise
          samples will become property of the City of San Antonio, ten days
          after award of the contract.

     (d)  By submittal of this bid, bidder certifies to the best of his/her
          knowledge that all information is true and correct.


     (a)  The City may reject a bid if:

          1.   The bidder misstates or conceals any material fact in the
               bid; or

          2.   The bid does not strictly conform to law or the requirements
               of the bid;

          3.   The bid is conditional, except that the bidder may qualify
               the bid for acceptance by the City on an "All or None" basis
               or a "Low Item" basis. An "All or None" basis bid must
               include all items upon which bids are invited.

     (b)  In the event that a bidder is or subsequently becomes delinquent in
          the payment of his, her or its City taxes, including state and
          local sales taxes, such fact shall constitute grounds for rejection
          of the bid, or if awarded the bid, for cancellation of the
          contract. However, the City reserves the right to deduct any
          delinquent taxes from payments that the City may owe to the
          delinquent bidder as a result of such contract.

     (c)  The City may, however, reject all bids whenever it is deemed in the
          best interest of the City to do so, and may reject any part of a
          bid unless the bid has been qualified as provided in 5(a) 3 above.
          The City at its sole discretion may also waive any minor
          informalities or irregularities in any bid, to include failure to
          submit sufficient bid copies, failure to submit literature or
          similar attachments, or business affiliation information.


     Bids may not be withdrawn after the time set for the bid opening, unless
     approved by the City Council.


     Bids and modifications received after the time set for the bid opening
     will not be considered.


     (a)  If any person contemplating submitting a bid for this contract is
          in doubt as to the true meaning of the specifications, other bid
          documents, or any part thereof, he/she may submit to the City
          Director of Purchasing on or before seven calendar days prior to
          scheduled opening, a request for clarification. All such requests
          for information shall be made in writing and the person submitting
          the request will be responsible for its prompt delivery. Any
          interpretation of the bid, if made, will be made only by addendum
          duly issued. A copy of such Addendum will be mailed or delivered
          to each person receiving bids. The City will not be responsible
          for any other explanation or interpretation of the proposed bid
          made or given prior to the award of the contract. Any objections
          to the specifications and requirements as set forth in this bid
          must be filed in writing with the Director of Purchasing on or
          before seven calendar days prior to the scheduled opening.


                                                                 Page 5 of 13

          by a duly authorized officer thereof (checks to be drawn payable to
          the City of San Antonio), or a Certificate of Deposit from such
          bank or trust company assigned to the City of San Antonio, or an
          irrevocable letter of credit from a state or national bank or trust

     (e)  The performance deposit of the successful bidder(s) shall be
          returned by the City upon completion of the contract and final
          acceptance of all items in accordance with condition thereof.

     (f)  Failure of vendor to perform any of the services required by this
          contract within ten days of receipt of written demand for
          performance from City, or failure of vendor to correct or replace
          defective goods or products within ten days from receipt of written
          demand therefor, shall constitute a total breach of this contract
          and shall cause this contract to terminate immediately upon the
          expiration of the 10-day period. In the event of such termination,
          the performance deposit shall be retained by the City of San
          Antonio as liquidated damages, based upon mutual agreement and
          understanding between vendor and City at the time this bid is
          solicited, submitted and accepted, that the City of San Antonio is
          a governmental agency engaged in public projects, and that the
          measurement of damages, which might result from a breach of the
          terms and specifications herein is difficult or impossible to
          determine. However, the Director of Purchasing, with the
          concurrence of the City Manager, may return all or part of the
          performance deposit to the vendor if the Director determines, in
          the Director's sole discretion, that the failure to perform the
          conditions of this contract was the result of acts or events over
          which the vendor had no control. The determination shall then be
          final and binding on all parties.


     It is the policy of the City of San Antonio that Small and/or Minority
     Business Enterprises shall have the maximum practicable opportunity to
     participate in the performance of public contracts. Bidder agrees that
     if this bid is accepted, he/she will not engage in employment practices
     which have the effect of discriminating against employees or prospective
     employees because of race, color, religion, national origin, sex, age,
     handicap or political belief or affiliation. In addition, bidder agrees,
     by submittal of this bid, that he/she will abide by all applicable terms
     and provisions of this Nondiscrimination Clause and the Small and/or
     Minority Business Advocacy Clause, these clauses available in the City's
     Department of Economic and Employment Development and the City Clerk's


     It is expressly understood and agreed by both parties hereto that the
     City is contracting with the successful bidder as an independent
     contractor. The parties hereto understand and agree that the City shall
     not be liable for any claims which may be asserted by any third party
     occurring in connection with the services to be performed by the
     successful bidder under this contract and that the successful bidder has
     not authority to bind the City.


     Any party who wishes to be provided documents relating to the bid
     results shall make a request in writing. Pursuant to state law, the City
     may assess a fee in order to recoup the cost related to providing the
     requested information.


     The successful bidder agrees to indemnify and hold the City harmless
     from any claim involving patent infringement or copyrights on goods


                                                                 Page 7 of 13


     The successful bidder shall not sell, assign, transfer or convey this
     contract in whole or in part, without the prior written consent of the
     Purchasing Department.


     The Awarded Vendor warrants that each hardware, software, and/or
     firmware product offered under the terms of this contract shall be able
     to accurately process date data (including, but not limited to,
     calculating, comparing, and sequencing) from, into, and between the
     twentieth and twenty-first centuries, including leap year calculations,
     when used in accordance with the product documentation provided by the
     manufacturer, provided that all listed or unlisted products (e.g.
     hardware, software, firmware) used in combination with such listed
     product properly exchange date data with it. If the Contract requires
     that specific listed products must perform as a system in accordance
     with the foregoing warranty, then that warranty shall apply to those
     listed products as a system. The duration of this warranty and the
     remedies available to the City for breach of this warranty shall be as
     defined in, and subject to, the terms and limitations of the
     manufacturer's standard commercial warranty or warranties contained in
     this contract, provided that notwithstanding any provision to the
     contrary in such commercial warranty or warranties, the remedies
     available to the City under this warranty shall include repair or
     replacement of any listed product whose non-compliance is discovered and
     made known to the Awarded Vendor in writing within ninety (90) days
     after acceptance. Nothing in this warranty shall be construed to limit
     any rights or remedies the City may otherwise have under this contract
     with respect to defects other than Year 2000 performance.

     Millennium certification requires that a product operate "accurately" in
     the manner in which it was intended as it relates to date related
     operations when given a valid date containing century, year, month, and
     day. For purposes of this certification, the term "accurately" shall be
     defined to include:

     1)   Calculations using date must execute using a four digit year;

     2)   Functionality on-line batch, including but not limited to entry,
          inquiry, maintenance and updates, must support four digit year

     3)   Interfaces and reports must support four digit year processing;

     4)   Successful translation into year 2000 with the correct system date
          (e.g., 1/1/2000) without human intervention;

     5)   Processing with a four (4) digit year after transition to any
          beyond the year 2000 without human intervention;

     6)   Providing correct results in forward and backward date calculation
          spanning century boundaries;

     7)   Leap year must be calculated correctly; and

     8)   Processing correct results in forward and backward date calculation
          spanning century boundaries must be provided, including the
          conversion of previous years currently stored as two digits.


     1)   Product - Includes, but is not limited to, any supplied or
          supported hardware, software, firmware, and/or microcode.

     2)   Accurately - Refers to correct processing according the criteria
          listed above.

     3)   Valid Date - A date that contains a two digit month, a two digit
          day, and a four digit year.

     4)   Extraordinary Actions - Any actions outside the normal documented
          processing steps identified in the product's reference manual.


                                                                 Page 9 of 13

     Availability of a multitude of searchable user defined fields
     Photo lineup and mug book capability
     Ability to search using a minimum of 25 separate investigative fields
     Ability to LINK common booking records of individuals
     Full compatibility with investigative software solutions including a facial
     recognition program and a vehicle recognition program.

The Facial Recognition Program shall include the following features and

     Seamless integration with the booking system
     Flexible search capabilities that result in rapid identification of
     Ability to exchange images with other local/state databases to expand
     Ability to work in booking facility as well as in investigator's office
     Ability to accept computer generated composite and search digital image
     database for possible matches
     Ability to accept scanned in still photo or freeze frame from surveillance
     videotape and search digital image database for possible matches
     Ability to search 100,000 image database within 30 seconds

The Vehicle Identification System shall include the following features and

     Photo image database
     Minimum database of 1,000 vehicles
     Multiple search capability
     Ability to change vehicles color

All programs must utilize and run on Windows NT 4.0 platform.

All equipment, software, hardware, and labor including installation shall be
warranted for six (6) months following acceptance by the City of San Antonio.


                                                                 Page 11 of 13

     1 Ea.    SCSI Internal Cable
     1 Ea.    56.6K External Modem


     1 Lot    Specifications Gathering
     1 Lot    Database Customization
     1 Lot    Systems Integration/Setup
     1 Lot    NIST Import/Export Central Server


     1 Ea.    Face ID Server Software
     2 Ea.    Face ID Client Software


     3 Ea.     IBM PC 300PL Pentium II 450MHz MMX, 6.4GB EIDE Hard Drive,
               10/100 PCI Ethernet WOL, 16-bit ISA Crystal Audio Integrated,
               450/100MHz Pentium II w/512KB L2 Cache, 4MB Integrated SGRAM
               Video Memory, 64MB 60ns NP SDRAM DIMM, 32X Max (Variable
               Speed) CD-ROM Drive, IBM 1.44MB 3.5 in. Diskette Drive, IBM
               104-Key Rubber Dome Keyboard, Integrated IDE Controller, S3
               Trio 3D AGP Graphics Integrated
     3 Ea.     64MB 100MHz NP SDRAM DIMM
     3 Ea.     ISA 56K/33.6KBPS Plug and Play Modem
     3 Ea.     G74-17 in. Color Monitor, 69KHZ, Pearl White
     3 Ea.     Epson 800 Color InkJet Printer
     3 Ea.     NT Workstation
     1 Ea.     Nikon Cool Scan 2000 + Autoloader


     1 Ea.     Okidata Microline 184  9-Pin Serial Printer


                                                                 Page 12 of 13


                                                                 Page 13 of 13


                  P.O. BOX 839966
                  SAN ANTONIO, TX 78283-3966

                  CITY HALL (COMMERCE ST. & FLORES ST.)
                  100 MILITARY PLAZA, 2ND FLOOR
                  SAN ANTONIO, TEXAS 78205

                  BIDS TO BE OPENED: 2:00 P.M., JULY 6, 1999
                  BID NO. 99-115




                           CITY OF SAN ANTONIO, TEXAS

                         DIGITAL BOOKING/MUG-SHOT SYSTEM

                             RESPONSE TO IFB# 99-115

                                  JULY 1, 1999

10883 Thornmint Road, San Diego, CA 92127 Phone 858-673-8600 Fax 858-673-1770

                                                                IFB # 99-115


The C.R.I.M.E.S.-Registered Trademark- suite of software is modular in
design. It is possible to add, upgrade, or replace software modules in the
system with relative ease. Modules included in the C.R.I.M.E.S.-Registered
Trademark- suite of software are:

-    Suspect ID-Registered Trademark-, a photo-realistic composite program
-    Crime Lab-Registered Trademark-, a sophisticated image enhancement and
     editing program
-    Vehicle ID-TM-, a photo-based program to help quickly identify
-    Crime Capture System-TM-, a flexible easy-to-use digital booking
-    Face ID-TM-, a state-of-the-art facial recognition and retrieval

The host system for C.R.I.M.E.S. is designed around a true client-server
architecture. The central server houses the mugshot database as well as the
facial recognition database. Several capture and investigative client
workstations are installed throughout an agency's booking sites as needed.
The system's open architecture allows for expansion without massive overhauls
to the basic network.

The operating system for the central server will be Microsoft Windows NT
Server 4.0, and Windows NT Workstation for each capture and investigative
workstation. Demographic data and images are both stored in a SQL relational
database, such as Sybase or Microsoft SQL Server. ImageWare databases are
ODBC compliant.

The system components will connect to the agency's network directly, with
each agency responsible for providing LAN connections for the new equipment.
The protocol will be TCP/IP. All connections to either the network or
additional devices will be industry standard connections. Communication
between stations on the network will be determined and configured by the
network administrator. Communication between each capture and investigative
station and the central server will be bi-directional.

The system shall meet ANSI/NIST-CSL1-1993, NIST-CSL 1-960401, and
ANSI/NIST-ITL 1a-1997 standards, entitled "Data Format for the Interchange of
Fingerprint, Facial & SMT Information". All recommendations outlined in "NIST
Best Practice Recommendation for the Capture of Mugshots" version 2.0 dated
September 11, 1997 will be followed.

System security will make use of both operating system permissions as well as
database software security. This will allow access to certain functions and
data to be controlled by the system administrator. These privileges and
permissions will be given and controlled by user login. There will be an
administrative function available only to the system administrator, where
these permissions and privileges are maintained.

The system will ensure that all images are Read Only, through the operating
system permissions as well as the database security. Images must be exported
from the database and imported into other software to allow any editing of
the image. It cannot be saved


                           [Page 2 Missing]


                                                                IFB # 99-115

reject or accept it at that time. The system will accept an unlimited number
of photos per booking record.

Using the integration of Crime Capture System-TM- and Face
ID-TM-, the operator will be able to compare an arrestee's photo with
those previously stored in the mug photo database, find previous arrests for
this arrestee, and link all records found. In addition, the mug photo
database can be searched using the arrestee's demographic information, for
example, last name and date of birth, to find other records for this arrestee.

Each capture station will have the ability to store both images and
associated demographic data locally if the network connection is unavailable.
When the network is restored and the central server database is accessible,
those locally stored records will be transmitted to the central server.

All images taken for a particular booking will be associated with a specific
file, or record, and will store the date and time it was recorded. Other
booking records may be linked to this booking if this is a repeat offender.

The input of demographic, or descriptive data will be available from
user-maintained lists, organized in any order the customer chooses. The user
will also be able to input free form text comments, including unusual
characteristics. All of these descriptive data fields will be searchable.


Each investigative workstation will consist of an IBM PC 300PL Pentium II
processor, with 64 MB of random access memory and 6.4 GB of internal hard
disk storage. Each investigative workstation will be equipped with a CD ROM
drive, 1.44 floppy disk drive, 17" monitor and keyboard.

Searches may be accomplished using NCIC standard demographic codes, from user
maintained tables.

The software will create photo line-ups of six images. The Crime Capture
System-TM- will retrieve and display the images of all subjects with
characteristics that match, or substantially match, those of the line-up
subject. The user will be able to select or reject up to five images from the
images retrieved, which, together with the subject's, constitute the line-up.
The line-up will be random ordered, and may be saved for future retrieval.
These photo line-ups are also printable.

Each agency will be able to search the database and obtain information about
the total number of bookings by date, by officer ID, by charge code, etc. The
search function includes very flexible ad hoc inquiries, including many
boolean logic functions, including AND, OR, GREATER THAN, LESS THAN, EQUAL TO,