HomeMy WebLinkAboutData 911 (Hubb Systems) -Software Enhancement Services and MDS Extended Warranty Agmt. retroactively 7/1/2014-6/30/20107t4 - 421
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Software Enhancement Services and MDS Extended Warrantv Aqreement
This Software Enhancements Services and MDS Extended Warranty Agreement
("Agreement") is made as of October 9. 2014, by and between the City of Fresno, a municipal
corporation (hereinafter referred to as "City"), and Hubb Systems, LLC, a California limited
liability company, dba Data911 (hereinafter referred to as "Contractor"). City and Contractor are
hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, City and Contractor entered into a contract on or about December 17, 1997 ,
for the purchase by City of a turnkey Field Automation System ("FAS") for the Fresno Police
Department (hereinafter referred to as the "project" or the "system"); and
WHEREAS, the Eighth Amendment to FAS contract, dated December 2, 2003, required
the Parties to enter into a software enhancements services and MDS extended warranty
agreement (all foregoing amendments and the FAS contract collectively, hereinafter referred to
as "FAS Contract"); and
WHEREAS, as part of the Eighth Amendment to the FAS Contract, the Parties entered
into a software enhancement services and MDS extended warranty agreement, which expired
on September 2, 2009; and
WHEREAS, in fulfilling the requirements of the FAS Contract, the Parties desire to enter
into this Agreement setting forth the terms and conditions for the providing of software
enhancement services (excluding support and upgrades to any third party software including,
but not limited to, Microsoft and Oracle) and extension of the equipment warranty contained in
the Eighth Amendment of the FAS Contract by Contractor to City.
AGREEMENT
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby
agree to as follows:
1. Term of Aoreement and Time for Performance. This Agreement shall be
effective retroactively from July 1, 2014 and shall continue in full force and effect
through June 30,2017, subject to earlier termination in accordance with Section
7 of this Agreement. City shall have the option to renew this Agreement for two
consecutive 12-month periods. Each renewal period will be on the same terms
and conditions set forth herein, except the annual compensation. Subject to the
written mutual agreement as to the dollar amount for the respective renewal
period in accordance with Section 6 below, City may exercise one or more of
these renewal options by notifying Contractor at least 60 days prior to the end of
the then current initial term or renewal period of its intent to renew the
Agreement.
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3.
4.
The services of Contractor, as described in this Agreement and the attached
Exhibits, are to commence upon the date the Agreement is entered into (date
first set forth above as the date the Parties made this Agreement) and shall be
completed in a sequence assuring expeditious completion, but in any event, all
such services shall be completed prior to expiration of this Agreement and in
accordance with any performance schedule set forth within.
Software Enhancement Services. Subject to the terms and conditions set forth in
this Agreement, Contractor shall provide software identified in Exhibit A and
those software enhancement and services described in Exhibit B, titled,
"Software Enhancement Services Statement of Work."
(A) For the purposes of this Agreement, "software" shall mean any software
products (including, without limitation, the Source Code) described,
developed or provided under this Agreement and the software products to
be provided as described in the Software and Mobile Data System
Equipment List, attached hereto as Exhibit A.
(B) For the purposes of this Agreement, "enhancement" shall mean any
addition of functionality to a software program that did not previously
exist.
(C) For the Purpose of this Agreement, "upgrade" shall mean any software
program that provides added enhancements, performance or stability
improvements, and bug fixes over an earlier version. lt is a routine for
scheduled release(s) to be provided to all customers with maintenance or
support contracts at no additional cost.
MDS Extended Warranty Services. Subject to the terms and conditions set forth
in this Agreement, Contractor shall provide full service maintenance and repair
for hardware submitted under this Agreement and specified in the equipment list
in Exhibit A, Schedule A, and will include all parts and labor subject to the
conditions contained herein. Contractor shall provide such services as described
in Exhibit G, titled, "MDS Extended Warranty Statement of Work."
General Conditions for Services.
(A) Contractor shall, at its sole cost and expense, provide tools and
equipment which may be required for furnishing services pursuant to this
Agreement.
(B) Contractor services are for equipment and software enhancement
services (excluding support and upgrades to any third party software
including, but not limited to, Microsoft and Oracle) provided by Contractor.
(C) Prior to Contractor's access to any Fresno Police Department
lnformation Technology System including, without limitation, routers,
switches, SANS, Servers, Workstations, or any computing device, for
purposes of performing its obligations under this Agreement, Contractor
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(D)
(E)
shall provide the City notice via e-mail. This notice shall be to LieutenantBrogdon (mike.brogdon@fresno.gov), Conrad Nerdahl
(conrad.nerdahl@fresno.gov) and Tom Harris (tom.harris@fresno.gov).
Contractor shall not be responsible for the application software deployed
on computers returned for service; however, Contractor will protect and
support City's obligation to any third party software licensors when so
advised of any obligations City may have in this regard including, without
limitation, execution of any confidentiality agreements required by such
third party software licensors.
City shall be responsible for determining that all of its files are adequately
duplicated for reloading on a current basis ("backed up" as used in the
trade) in accordance with the highest and most up-to-date standards of
the computer industry.
Custom hardware development and programming for City or special
program modifications are not included under this Agreement, but may be
requested and quoted for City's consideration. Any additional services
shall be subject to a prior written amendment to this Agreement in
accordance with Section 6(D) herein.
Additional Conditions.
(A) Deliverables Not Satisfied. Contractor shall provide City with all agreed
upon deliverables covered by the FAS Contract and this Agreement,
which have been fully paid for by the City. This includes all deliverables
the City has paid for in full and has not yet received under the FAS
Contract. City and Contractor shall agree upon a reasonable timeline for
Contractor's delivery of all additional conditions. Such deliverables
include, but are not limited to, the following:
(i) CAD/FSO Export Data Link - Priority Zero Calls and Messaging
(as described in attached Exhibit D). Communication Link to FSO
for CAD to CAD messaging. The obligation to fulfill this requisite
will be contingent on the Fresno Sheriffs Department willingness
and availability to provide the necessary conduit between their
CAD system and the Fresno PD CAD system. Further, Data911
proposes to develop an API interface for the CAD/FSO Export Data
Link that the county can easily integrate with. An example could be
a RESTful HTTP-based WEB API interface. Stakeholders from
Data91 1, Fresno PD and if available, Fresno Sheriffs Office will
collaborate on the specification. Data911 will demonstrate in a
simulated test environment that the API lnterface will work as
specified, provided FSO stakeholders are available to implement.
When FSO stakeholders are available, Data911 will support the
county's integration of the API interface in the production
environment.
(B) Deliverable Additions for Future.
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(i) Annual Upgrades: Planned semi-annual upgrade in March and
October. City choice to defer;
(ii) HOH issues: anything exceeding 6 months, the contractor will
provide continuous action on prioritized HOH tickets and will
mutually agree with City on the prioritization.
(iii) Display of RMS Name Alerts: (as described in attached Exhibit
E) Currently, the Data911 system accommodates the tagging of a
street address with an alert. Such that, when the address is run,
the alert surfaces in MX and ECOMM as an alert to an officer to be
aware of what ever conditions that are placed into the alert. The
challenge is that the system does not allow for any alert to be
placed on a name. As such, if an officer in patrol runs a name and
there is perhaps an alert that this individual is known to possess
firearms and make threats of suicide by cop etc. the officer has no
way of knowing this. Given this, there is an inherent officer safety
issue that needs to be resolved, so that an alert can be placed on
an individual. When an officer in patrol runs that name, the alert
shall surface on the MX side. Since this alert already exists on
address locations there is a need to extend this to names.
(iv) Application Compatibility: Need to ensure that the vendor
released software will run on supported Microsoft based and City
adopted operating system, hardware; as well as, ensure
compatibility with other existing software in use. ln response,
Data911 assures that desktop and mobile software is designed to
work on the standard Microsoft Windows Operating system client
versions that are deployed on Desktop computers, laptops and
workstations. The currently supported Microsoft client version is
Windows 7, 32 and 64 bit. Data911 software is not supported on
Windows RT, Windows Phone, Windows Embedded and Windows
CE. Data911 will strive to maintain compatibility with other existing
software in use but cannot guarantee compatibility.
(v) Vendor Software Testing: ensure that the software delivered by
Contractor undergoes adequate internal testing by Contractor to
minimize any testing and resource labor needs on the part of the
City.
(vi) Customer Software Testlng: Vendor shall allow City no less than
30 days to test newly implemented applications against the City's
operational size to assure that Contractor's software will scale to
the size and complexity of the City's use of technology without
adverse performance impact by the Contractor's software.
(vii) UniUEvent - Historical Time-Based Snap-Shot feature: (as
described in attached Exhibit F) Historically, in legacy systems
there was a process that would create a snapshot "trash-print"
every 15 minutes of Unit and Event activity. So that as requests
were made as to what was going on at a specific time, it would be
easy to say with a high degree of timeliness and accuracy what
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(c)
Units were doing, and what type of call those units were on.
Unfortunately, the current system requires that a data-miner must
research every possible unit to determine what they were doing
each day and at specific times. This becomes a very time
consuming process. As such, the proposed and simplified solution
is to recreate a snapshot every 15 minutes as to what Units and
Events have occurred at specific dates and times. Then, make
such snapshots easily searchable.
i. The goal is to derive:
1. Who was on duty
2. What units were in-service
3. What units were on calls
4. What were the priority of those calls
ii. The generation of a small text file is all that would be
needed; exported with a date/time stamp along with a
file name to include the respective information.
(viii) Temporary Rights Modification - (as described in attached
Exhibit G) Expiration Time-Out: need a process where an
individual can be granted temporary elevated rights; but, where an
expiration notification will be made to an established system admin
can be set to remind the system admin of the expiration. The
admin will then make a decision to extend or revert the rights to a
previous level. lt is not expected that Datagl l will assume the
programming challenge of detecting whether or not the user logs
out after the expiration of their period of elevated rights or, if they
have not logged out, force a log out. This process will need to be
handled by Fresno staff. Fresno staff agrees that it will also need to
exercise appropriate caution in providing elevated rights to users
who might be able to modify other Staff Class privilege.
Source Code. For purposes of this Agreement, "source Code" shall
mean the source code for all software covered by the FAS Contract and
this Agreement.
Contractor shall within 30 days of the date this Agreement is
entered into (date first set forth above as the date the Parties made
this Agreement) deliver the most complete and current version of
the Source Code to City ("lnitial Delivery"). The initial delivery will
also include any third party controls in an installable and useable
format; which, the Contractor has deemed necessary and properly
licensed to rely on and add to the code to ensure proper
operability.
Contractor shall provide to customer a copy of all applicable
development software needed to compile Source Code up to the
level of the latest version provided and/or installed at the customers
o
(i )
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location. The premise being that without provisions of having
access to the development software, the source code cannot be
deemed operational.
(iii) Contractor shall provide proof or rights to utilize third party controls
when Source Code is released. After the lnitial Delivery, Contractor
shall deliver a complete and current version of the Source Code for
any software covered by the FAS Contract and this Agreement to
City with each released build of any software immediately upon
such release. The Source Code shall accompany the new
software. Deliveries will include any third party controls which the
Contractor has deemed necessary and properly licensed to rely on
and add to the Source Code to ensure proper operability.
Contractor warrants that Source Code delivery shall contain all
code and components that would enable the City to compile the
code to a working executable and install package.
(iv) City shall have the right to permanently retain and use each current
version of the Source Code delivered by Contractor. The City will
use all reasonable precautions and take all necessary steps to
prevent the software from being acquired by unauthorized persons
and City will take appropriate action by instruction, agreement or
othenruise, with any persons permitted access to the software so as
to enable City to satisfy its obligation hereunder.
(v) City shall have the right to permanently retain, use and compile all
Source Codes delivered by Contractor.
(vi) Contractor warrants that Contractor either (1) owns the software,
including all trademark, copyright and other proprietary rights, or (2)
is authorized to grant the rights to City to permanently retain, use
and compile all Source Code delivered by Contractor.
(vii) Contractor warrants that the software covered under the FAS
Contract and this Agreement is free from trademark, copyright and
patent infringements that may prevent the City from legally and
permanently retaining, using and compiling all Source Codes
delivered by Contractor to City.
(viii) Contractor shall provide City with a "Site License," of all Contractor
software purchased by City for its sole use, which affords the City
permanent, unlimited use of the software including, without
limitation, an unlimited number of concurrent users of the software.
(ix) Portions of this section pertaining to the City's right to permanently
retain, use and compile all Source Codes delivered by Contractor
shall survive expiration or termination of the FAS Contract and this
Agreement.
Compensation.(A) Contractor's sole compensation for satisfactory performance of all
services and licensing required or rendered pursuant to this Agreement shall be
as follows:
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(i) a total fee not to exceed $285,000 for the period of July 1, 2014
through June 30,2015;
(ii) a total fee not to exceed $285,000 for the period of July 1, 2015
through June 30, 2016;
(iii) a total fee not to exceed $285,000 for the period of July 1, 2016
through June 30, 2017; and
(iv) a total fee not to exceed the dollar amount mutually agreed upon
by the parties in writing prior to the end of the then current initial
term or renewal period for any 12-month renewal period.
Provided monies have been appropriated, the Chief of Police of
the City of Fresno Police Department is authorized to negotiate
and agree in writing upon the dollar amount for any 12-month
renewal period hereunder on behalf of the City.
The total fees above shall be paid on the basis of $297 per MDS unit
listed in the respective fiscal year (ending June 30) Schedule A of
Exhibit A, for all hardware maintenance services required or rendered
pursuant to this Agreement and the balance for all software services and
licensing. Contractor shall provide City each respective revised fiscal
year Schedule A to Exhibit A at least 60 days prior to July 1 each year
of this Agreement and any extension. Said list will be reviewed and
adjusted accordingly based on either the retirements or acquisition of
replacement MDS units.
(B) The first payment shall be payable 10 days after City and Contractor's
entering into this Agreement (date first set forth above as the date the Parties
made this Agreement), with each annual payment thereafter payable 30 days
after July 1. All payments under this Agreement will be subject to City's receipt of
an invoice. Contractor shall submit an invoice for services to City at address
listed below:
City of Fresno Police Department
c/o Fiscal Affairs Bureau
Post Office Box 1271
Fresno, CA 93715
(C) Any and all applicable tax payments associated with goods or services
provided pursuant to this Agreement are not included in the fees and will be
charged at the prevailing rate upon payment becoming due and contained within
Contractor's invoice.
(D) The Parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this
Agreement, which modifications shall include an agreed upon adjustment in
Contractors compensation. Any change in the scope of services must be made
by written amendment to the Agreement signed by an authorized representative
for each party. Contractor shall not be entitled to any additional compensation if
services are performed prior to a signed written amendment.
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7.
(E) Any failure by Contractor in providing services as required by this
Agreement and its Exhibits will result in the City withholding payment(s) until
such services or deliverables are received.
(F) Fees hereunder do not include support, license renewals and upgrades to
any third party software or hardware including, but not limited to, Microsoft and
Oracle. Any additional services for support, license renewal or upgrade to third
party software or hardware shall require an amendment to the Agreement in
accordance with Section 6(D) above.
Termination. Remedies and Force Majeure.
(A) This Agreement may be terminated by City without any liability of City or
breach of contract, default, detrimental reliance or any other basis in law or
equity upon the earlier of: (i) Contractor's filing for protection under the federal
bankruptcy laws, or any bankruptcy petition for receiver commenced by a third
party against Contractor; (ii) 30 calendar days prior written notice with or without
cause by City to Contractor; (iii) City's non-appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement.
(B) This Agreement may be terminated immediately by either party upon
30 calendar days prior written notice should the other party substantially fail to
observe, fulfill or perform any obligation, covenant, term or condition in
accordance with this Agreement. The party will have substantially failed to
observe, fulfill or perform any obligation, covenant, term or condition of this
Agreement, if such failure is not cured within such 30 calendar day's prior written
notice or substantial steps are not taken toward diligently accomplishing such
correction and continuing such diligence to fully correct this material breach after
the other party's notification of same.
(C) ln the event this Agreement terminates pursuant to this Section 7,
Contractor shall immediately reimburse City on a prorated basis (i.e., based upon
365 calendar days) for any previous payment made for services that were to be
performed following the date of termination. ln the event of Contractor's material
breach of the Agreement, City may terminate this Agreement and will not be
obligated to pay Contractor's invoice for the particular service which is the
immediate subject of the breach. Contractor shall immediately reimburse City for
any payment for such services prior to termination. This paragraph shall survive
termination of this Agreement.
(D) Upon any breach of this Agreement by Contractor, City may (i) exercise
any right, remedy (in contract, law or equity), or privilege which may be available
to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement;
and/or (iii) recover all direct, indirect, consequential, economic and incidental
damages for the breach of the Agreement. lf it is determined that City improperly
terminated this Agreement for default, such termination shall be deemed a
termination for convenience.
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(E) Contractor shall provide City with adequate written assurances of future
performance, upon City's request, in the event Contractor fails to comply with any
terms or conditions of this Agreement.
(F) Contractor shall be liable for default unless nonperformance is caused by
an occurrence beyond the reasonable control of Contractor and without its fault
or negligence such as, acts of God or the public enemy, acts of City in the
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes,
unusually severe weather, and delays of common carriers. Contractor shall
notify the City in writing as soon as it is reasonably possible after the
commencement of any excusable delay, setting forth the full particulars in
connection therewith, and shall remedy such occurrence with all reasonable
dispatch, and shall promptly give written notice to the City of the cessation of
such occurrence.
Non lnfrinoement Warrantv and lndemnification.
(A) Contractor warrants that the software and equipment are free from
tradema rk, copyright and patent i nfringements.
(B) Contractor shall indemnify, hold harmless and defend City, its officials,
officers, agents, employees and volunteers from and against all losses, liabilities,
judgments, costs, expenses, damages (including damages to the system),
attorneys fees, and other costs, including all costs of defense, arising from all
suits of law or action of every nature for or on account of the infringement of any
patents, trademarks, or copyrights by reason of City's use of any proprietary
materials, equipment, software, or processes, support services, enhancements,
or upgrades to any of same.
(C) This Section shall survive termination or expiration of this Agreement.
lndemnification. Contractor shall indemnify, hold harmless and defend City and
each of its officers, officials, employees, agents and authorized volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages
(whether in contract, tort or strict liability, including but not limited to personal
injury, death at any time and property damage) incurred by City, Contractor or
any other person, and from any and all claims, demands and actions in law or
equity (including attorney's fees and litigation expenses), arising or alleged to
have arisen directly or indirectly out of performance of this Agreement.
Contractor's obligations under the preceding sentence shall apply regardless of
whether City or any of its officers, officials, employees, agents or authorized
volunteers are negligent, but shall not apply to any loss, liability, fines, penalties,
forfeitures, costs or damages caused solely by the gross negligence, or caused
by the willful misconduct, of City or any of its officers, officials, employees, agents
or volunteers.
lf Contractor should subcontract all or any portion of the work to be performed
under this Agreement, Contractor shall require each subcontractor to indemnify,
I
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10.
hold harmless and defend City and each of its officers, officials, employees,
agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
lnsurance.
(A) Throughout the life of this Agreement, Contractor shall pay for and
maintain in full force and effect all insurance as required in Exhibit H or as may
be authorized in writing by CITY'S Risk Manager or his/her designee at any time
and in his/her sole discretion.
(B) lf at any time during the life of the Agreement or any extension,
Contractor or any of its subcontractors fail to maintain any required insurance in
full force and effect, all services and work under this Agreement shall be
discontinued immediately, and all payments due or that become due to
Contractor shall be withheld until notice is received by City that the required
insurance has been restored to full force and effect and that the premiums
therefore have been paid for a period satisfactory to City. Any failure to maintain
the required insurance shall be sufficient cause for City to terminate this
Agreement. No action taken by City pursuant to this section shall in any way
relieve Contractor of its responsibilities under this Agreement. The phrase "fail to
maintain any required insurance" shall include, without limitation, notification
received by City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(C) The fact that insurance is obtained by Contractor shall not be deemed to
release or diminish the liability of Contractor, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify City
shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Contractor. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the
liability of Contractor, its principals, officers, agents, employees, persons under
the supervision of Contractor, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of
them.
(D) Upon request of City, Contractor shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including
all endorsements, with said copy certified by the undenruriter to be a true and
correct copy of the original policy. This requirement shall survive expiration or
termination of this Agreement.
(E) lf Contractor should subcontract all or any portion of the services to be
performed under this Agreement, Contractor shall require each subcontractor to
provide insurance protection in favor of City and each of its officers, officials,
employees, agents and authorized volunteers in accordance with the terms of
this section, except that any required certificates and applicable endorsements
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shall be on file with Contractor and City prior to the commencement of any
services by the subcontractor.
Nondiscrimination. Contractor shall not employ discriminatory practices in the
provisions of services, employment of personnel, or in any other respect on the
basis of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. During the
performance of this Agreement, Contractor agrees as follows:(A) Contractor will comply with all laws and regulations, as applicable
providing that no person in the United States shall, on the grounds of race,
religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, marital status, sex, age, sexual orientation, ethnicity,
status as a disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination under
any program or activity made possible by or resulting from this Agreement.
(B) Contractor will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Contractor shall take affirmative action to ensure that the
applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such action shall include, but not be limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of in non discrimination clause.
(C) Contractor will, in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexualorientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era.
(D) Contractor will send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union of workers' representatives of
Contractors commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
I ndependent Contractor
(A) ln the furnishing of the services provided for herein, Contractor is acting
solely as an independent contractor. Neither Contractor, nor any of its officers,
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agents or employees shall be deemed an officer, agent, employee, joint venturer,
partner or associate of City for any purpose. City shall have no right to control or
supervise or direct the manner or method by which Contractor shall perform its
work and functions. However, City shall retain the right to administer this
Agreement so as to verify that Contractor is performing its obligations in
accordance with the terms and conditions thereof.
(B) This Agreement does not evidence a partnership or joint venture between
Contractor and City. Contractor shall have no authority to bind City absent City's
express written consent. Except to the extent otherwise provided in this
Agreement, Contractor shall bear its own costs and expenses in pursuant
thereof.
(C) Because of its status as an independent contractor, Contractor and its
officers, agents and employees shall have absolutely no right to employment
rights and benefits available to City employees. Contractor shall be solely liable
and responsible for all payroll and tax withholding and for providing to, or on
behalf of, its employees all employee benefits including, without limitation, health,
welfare and retirement benefits. ln addition, together with its other obligations
under this Agreement, Contractor shall be solely responsible, indemnify, defend
and save City harmless from all matters relating to employment and tax
withholding for and payment of Contractor's employees, including, without
limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and payment; and
(ii) any claim of right or interest in City employment benefits, entitlements,
programs and/or funds offered employees of City whether arising by reason of
any common law, de facto, leased, or co-employee rights or other theory. lt is
acknowledged that during the term of this Agreement, Contractor may be
providing services to others unrelated to City or to this Agreement.
Maintenance of Records. Records of Contractor pertaining to the services
hereunder shall be kept in accordance with generally recognized accounting
principles and shall be available to City or its authorized representatives upon
request during regular business hours throughout the life of this Agreement and
for a period of three years after final payment or, if longer, for the period of time
required by law. ln addition, all books, documents, papers, and records of
Contractor pertaining to this Agreement shall be available for the purpose of
making audits, examinations, excerpts, and transcriptions for the same.period of
time. This section shall survive expiration or termination of this Agreement.
Conflict of lnterest and Non Solicitation.
(A) Prior to City's execution of this Agreement, Contractor shall complete a
City of Fresno conflict of interest disclosure statement in the form as set forth in
Exhibit L During the term of this Agreement, Contractor shall have the obligation
and duty to immediately notify City in writing of any change to the information
provided by Contractor in such statement.
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(B) Contractor shall comply, and require any of its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii)federal, state and local conflict of interest
laws and regulations including, without limitation, California Government Code
1090 et. seq., the California Political Reform Act (Government Code section
87100 et. seq.), and the regulations of the Fair Political Practices Commission
concerning disclosure and disqualification (2 California Code of Regulations
section 18700 et. seq.). At any time, upon written request of City, Contractor
shall provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, Contractor and the respective subcontractor(s)
are in full compliance with all laws and regulations. Contractor shall take, and
require any subcontractors to take, reasonable steps to avoid any appearance of
a conflict of interest. Upon discovery of any facts giving rise to the appearance of
a conflict of interest, Contractor shall immediately notify City of these facts in
writing.
(C) ln performing the services to be provided hereunder, Contractor shall not
employ or retain the services of any person while such person is either employed
by the City or is a member of any City Council, commission, board, committee, or
similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(D) Contractor represents and warrants that it has not paid or agreed to pay
any compensation, contingent or othenryise, direct or indirect, to solicit or procure
this Agreement or any rights/benefits hereunder.
(E) Neither Contractor, nor any of Contractor's subcontractors performing any
seryices on this Project, shall bid for, assist anyone in the preparation of a bid for,
or perform any services pursuant to, any other contract in connection with this
Agreement for the FAS Contract. Contactor and any of its subcontractors shall
have no interest, direct or indirect, in any other contract with a third party in
connection with this Agreement or FAS Contract unless such interest is in
accordance with all applicable law and fully disclosed to and approved by the
City Manager, in advance and in writing.
(F) lf Contractor should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Contractor shall
include the provisions of this Section 14 in each subcontract and require its
subcontractors to comply therewith.
(G) This Section 14 shall survive expiration or termination of this Agreement.
Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be dually
given if delivered personally, transmitted by facsimile followed by a telephone
confirmation of receipt, or sent by United States registered or certified mail, with
postage prepaid, return receipt requested, addressed to the party to which notice
is to be given at the part's addressed set forth on the signature page of this
Agreement or at such other address as the parties may from time to time
designate by written notice. Notices served by United States mail in the manner
Page 13 of 17
16
17.
18.
19.
20.
21.
above described shall be deemed sufficiently served or given at the time of the
mailing thereof.
Binding. Subject to Section 17, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and
each parties respective heirs, successors, assigns, transferee, agents, servants,
employees and representatives.
Assiqnment. This Agreement is personal to Contractor and there shall be no
assignment by the Contractor of its rights or obligation under this Agreement
without the prior written approval of the City. Any attempted assignment by
Contractor, its successors or assigns, shall be null and void unless approved in
writing by the City.
Compliance with Law. ln providing the services required under this Agreement,
Contractor shall at all times comply with all applicable laws of the United States,
the State of California and City, and with all applicable regulations promulgated
by Federal, State, regional, or local administrative and regulatory agencies, now
in force and as they may be enacted, issued, or amended during the term of this
Agreement.
This section includes, but is not limited to, the Contractor's responsibility to
comply with all requirements imposed by the California Department of Justice.
These requirements include, but are not limited to, the requirement for Contractor
and/or Contractor's employees to enter into a Private Contractor Management
Control Agreement. For Contractor's reference, a copy of the Private Contractor
Management Control Agreement is attached hereto as Exhibit J.
Waiver. The waiver by either party of a breach by the other of any provision of
this Agreement shall not constitute a continuing waiver or a waiver of any
subsequent breach of either the same or a different provision of this Agreement.
No provisions of this Agreement may be waived unless in writing and signed by
all parties to this Agreement. Waiver of any one provision herein shall not be
deemed to be a waiver of any other provision herein.
Governino Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
excluding, however, any conflict of laws rule which would apply the law of
another jurisdiction. Venue for purposes of defiling of any action regarding the
enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
Headinqs. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
Severability. The provisions of this Agreement are severable. The invalidity or
unenforceability of any one provision, or part thereof, shall not affect the validity
or invalidity of any other provision.
22.
Page 14 of 17
23.
24.
25.
26.
27.
28.
29.
lnteroretation. The parties acknowledge that this Agreement in its final form is
the result of the combined efforts of the parties and that, should any provision of
this Agreement be found to be ambiguous in any way, such ambiguity shall not
be resolved by construing this Agreement in favor or against any party, but rather
by construing the terms in accordance with their generally accepted meaning.
Attorneys fees. lf either parties required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorneys fees and legal expenses.
Exhibits. Each exhibit, schedule and attachment referenced in this Agreement is,
by the reference, incorporated into and made a part of this Agreement.
Precedence of Documents. ln the event of any conflict between the body of this
Agreement and any exhibit, schedule or attachment hereto, the terms and
conditions of the body of this Agreement shall control and take precedence over
the terms and conditions expressed within the exhibit, schedule or attachment.
Furthermore, any terms or conditions contained within any exhibit, schedule or
attachment hereto which purport to modify the allocation of risk between the
parties, provided for within the body of this Agreement, shall be null and void.
Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, whenever possible, be cumulative with all other remedies at
law or in equity.
Time of the Essence. Time is of the essence in this Agreement and failure to
comply with this provision shall constitute a material breach of this Agreement.
No Third Partv Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
Extent of Aoreement. Each party acknowledges that they have read and fully
understood the contents of this Agreement. This Agreement and the FAS
Contract represents the entire and integrated agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be
modified only by written instrument dually authorized and executed by both City
and Contractor.
30.
ilt
ill
ilt
Page 15 of 17
lN WITNESS WHEREOF, the parties
day and year first above written.
City of Fresno,
a municipal corporation
ATTEST:
Yvonne Spence
City Clerk
have executed this Agreement at Fresno, California, the
Hubb Systems, LLC,
a California limited liability company,
dba Data911
By:Abþail 6akør
Name: Abigail Baker
Title: Chief Executive Offìcer
Name: Doug MosbY
Title: Director of Compliance
Contractor:
Hubb Systems, LLC
Attention: Mrs. Abigail Baker, CEO
2021 Challenger Drive
Alameda, CA 94501
Phone: (510) 865-9100
FAX: (510) 865-9090
5/ ts/aott
APPROVED A,q TO FORM:
DOUGLAS T. SLOAN
/+r^^o"t/s3,'Ftz"^a'"'
Addresses:
City:
City of Fresno
Attention: Conrad Nerdahl
2323 Mariposa Mall
Fresno, CA 93721
Phone: (559) 621 -2255
FAX: (559 457-1204
Attachments:
01.0 - Agreement - D911 - SES and MDS Extended Warranty - 201.4-09-05.docx
02.0 - Exhibit A - Schedule A - FY15 MDS Maintenance - 2014-9-5.pdf
03,0 - Exhibit A - Software and MDS Equipment List - Schedule A - 2014-9-5.pdf
04.0 - Exhibit B - Software Enhancement Services - Statement of Work - 2014-9-5.pdf
05.0 - Exhibit C - MDS Extended Warranty - Statement of Work - 2014-9-5.pdf
06.0 - Exhibit C - Attachment A - Parts Price List - 2014-9-16.pdf
07.0 - Exhibit D - Spec - Communication Link Specification - 201a-9-5.pdf
08,0 - Exhibit E - Spec - Name Alert System - 2014-9-5.pdf
09.0 - Exhibit F - Spec - Historical Activity Time-Based Snapshot System - 2014-9-5.pdf
Page 16 of 17
10.0 - Exhibit G - Spec - Rights Modification Notification System - 2014-9-5.pdf
L1.0 - Exhibit H - lnsurance lndemnification Requirements - 2014-9-5.pdf
11.1- Exhibit H -Cert of Liability and Auto lnsurance -2014-9-5.pdf
12 0 - Exhibit I - Conflict of lnterest Disclosure -2014-9-2.pdf
13.0 - Exhibit J - CLETS - Private Contractor Management Control Agreement - 20L4-9-5.pdf
1-3.L - ExhibitJ - Bill Stock Fresno CLETS Authorization Form - 2014-9-5.pdf
L3.L - ExhibitJ - Charles Hodgkins Fresno CLETS Authorization Form - 2014-9-5.pdf
13.1 - Exhibit J - Fabrice Caporal Fresno CLETS Authorization Form - 20i.4-9-5.pdf
L3.1 - Exhibit J - Jason Thomas Fresno CLETS Authorization Form - 2014-9-5.pdf
13.1 - Exhibit J - Jim Strehlow Fresno CLETS Authorization Form - 2014-9-5.pdf
l-3.1 - Exhibit J - Mike Geraghty Fresno CLETS Authorization Form - 201.4-9-5.pdf
13.1 - Exhibit J - Roland Renton Fresno CLETS Authorization Form - 2014-9-5.pdf
Page 17 of 17
Schedule A
MDS Unit
Serial#
Extended Warranty
Gost
OriginalShip
Date
Gurrent Warranty
End Date
|Jroposeo
Warranty End
Date Unit Tvoe
2239r $ 297.00 0s/1s/06 06130114 06130lts =ull M52 System
22512 $ 297.00 0s/26106 061301t4 06/30/1s =ull M52 Svstem
225t3 $ 297.00 0s/26106 06130114 06/30/1s :ull M52 Svstem
225L4 $ 297,00 0s126106 06130114 06/30/1s :ull M52 System
22515 $ 297.00 0s126106 061301!4 06/30/1s =ull M52 System
22516 $ 297.00 0s126106 06130114 06/30/1s :ull M52 Svstem
22517 $ 297.00 0s126106 06130114 06/30/1s =ull M52 System
225t8 $ 297.00 0s126106 06130114 06/30/1s :ull M52 System
22s79 $ 297.00 0s126106 06130114 06/30/1s =ull M52 System
22s20 $ 297.00 0s126106 06/30/14 06/30/1s =ull M52 Svstem
2252t $ 297.00 0s126106 06130114 06130lts =ull M52 System
22522 $ 297.00 0s126106 06t30t74 06/30/1s =ull M52 System
22523 s 297.00 0s126106 06130/14 06/30/1s Full M52 System
22524 $ 297.00 0s126106 06130114 06/30/1s Full M52 Svstem
22525 $ 297.00 0s126106 06130114 06130115 Full M52 System
72526 $ 297.00 0s126106 06130114 06130lts Full M52 System
22527 $ 297.00 0s126106 06130114 06130lts Full M52 System
22554 $ 297.00 0sl3u06 061301t4 06l30lts Full M52 Svstem
22555 $ 297.00 0sl3Ll06 061301t4 061301ls Full M52 System
22556 $ 297.00 0sl3tl06 06130114 06/30/1s Full M52 System
22557 $ 297.00 0s/31/06 061301t4 06/30/1s Full M52 Svstem
22558 $ 297.00 0s/31/06 06130114 06/30/1s Full M52 Svstem
22559 $ 297.00 0sl3tl06 06130114 06/30/1s Full M52 System
22560 $ 297.00 0sl3tl06 061301t4 06/30/1s Full M52 System
2256t $ 297.00 0s/3u06 061301t4 06/30/1s Full M52 System
22562 $ 297.00 0s/3u06 06/30114 06130lrs Full M52 Svstem
22563 $ 297.00 0s/31/06 06130114 06130lrs Full M52 System
22564 $ 297.00 0s/3u06 06130114 06/30/15 Full M52 System
22s6s $ 297.00 0s/3u06 06130114 06/30/1s Full M52 System
22566 s 297.00 0sl3L/06 061301t4 06/30/1s Full M52 Svstem
22567 $ 297.00 0s/3t106 061301t4 06/30/1s Full M52 System
22568 $ 297.00 0sl3Ll06 06130/14 06/30/1s Full M52 System
22569 s 297.00 0st3u06 06130114 06/30/1s Full M52 System
22570 $ 297.00 0s/31/06 06130/14 06/30i 1s Full M52 System
22571 $ 297.00 os/3u06 06130/14 06/30/1s Full M52 Svstem
22572 $ 297.00 0s/31/06 06130114 06/30/1s Full M52 System
22573 $ 297.00 0sl3U06 06130114 06l30lLs Full M52 System
22574 s 297.00 0sl3Ll06 061301t4 06130lts Full M52 System
22575 $ 297.00 0s/31106 06130114 06/30/1s Full M52 System
22576 $ 297.00 0s/31/06 061301t4 06/30/1s Full M52 System
22577 $ 297.00 osl3tl06 061301t4 06/30/1s Full M52 System
22s78 $ 297.00 0sl3tl06 061301t4 06/30/1s Full M52 System
22579 $ 297.00 0s/3u06 06130/t4 06/30/1s Full M52 System
22580 $ 297.00 0s/31/06 061301t4 06/30/1s :ull M52 System
2258r $ 297.00 0s/3u06 06130114 06130lts :ull M52 System
22s82 $ 297.00 0sl3t/06 06130114 0613011,s =ull M52 System
22583 $ 297.00 06/0s106 06130/14 06/30i 1s :ull M52 System
22606 $ 297.00 0610s106 06130/14 06/30/1s =ull M52 Svstem
Page 1 of 5 - FresnoPD_scheduleA_20148 xls Fresno Police Dept Schedule A âs of09 11 14
Schedule A
MDS Unit
Serial #
Extended Warranty
Gost
OriginalShip
Date
Current Warranty
End Date
Proposed
Warranty End
Date Unit Tvoe
22607 $ 297.00 06/0s/06 061301t4 06/30/1s Full M52 System
22608 $ 297.00 06/0s/06 06130114 06/30/1s Full M52 System
22609 $ 297.00 o6/0s/06 06130114 06/30/1s Full M52 System
226t0 $ 297.00 06/0s/06 06130lL4 06130lLs Full M52 System
226Lt $ 297.00 06/0s/06 06/30114 06130lLs Full M52 System
22612 $ 297.00 06/0s/06 061301t4 06/30/1s Full M52 System
22673 ç 297.00 06/0s/06 06130114 06130lrs Full M52 System
226L4 $ 297.00 o6/os/06 06130/t4 06l30lLs Full M52 System
226L5 $ 297.00 06/0s/06 06130/14 06i30/15 Full M52 System
24858 $ 297.00 12lL2l06 06130114 06/30/1s Full M52 System
25427 $ 297.00 02127107 06l30lt4 06/30/1s Full M52 System
25428 $ 297.00 02127107 06130114 06l30lLs Full M52 Svstem
2s429 $ 297.00 02127107 06130lt4 06/30/1s Full M52 System
25430 $ 297.00 02127/07 06130114 06/30/1s :ull M52 System
2543t $ 297.00 02127107 06130114 06/30/1s :ull M52 System
25432 $ 297.00 02127/07 061301t4 06130lts :ull M52 Svstem
2s433 $ 297.00 02127107 06l3oh4 06/30/1s :ull M52 System
25434 $ 297.00 02127107 061301t4 06l30lts =ull M52 System
25435 $ 297.00 02127107 061301t4 06/30/1s =ull M52 System
25436 $ 297.00 02127107 061301t4 06/30/1s =ull M52 Svstem
25437 $ 297.00 02127107 061301t4 06/30/1s :ull M52 System
25438 s 297.00 02127107 061301t4 06/30/1s :ull M52 System
25439 $ 297.00 02127107 06130/t4 06/30/1s :ull M52 System
25440 $ 297.00 02127107 06130/14 06/30i 1s :ull M52 Svstem
2544t $ 297.00 02127107 061301t4 06/30/1s :ull M52 System
25442 $ 297.00 02127107 06130/t4 06/30/1s :ull M52 System
25443 $ 297.00 02127107 06130114 06/30/1s :ull M52 System
25444 5 297.00 02127107 06130114 06/30/1s :ull M52 Svstem
25445 $ 297.00 02127107 061301t4 06130lts =ull M52 Svstem
25446 s 297.00 02127107 06130114 06130lrs :ull M52 System
25447 $ 297.00 02127107 06130/14 06/30/1s Full M52 System
25448 s 297.00 02127107 06130114 06/30/1s Full M52 System
25449 $ 297.00 02127107 061301t4 06/30/1s Full M52 Svstem
25450 $ 297.00 02127107 061301t4 06/30/1s Full M52 System
2545L $ 297.00 02127107 061301t4 06/30/1s Full M52 System
25452 $ 297.00 02127107 061301t4 06l30lLs Full M52 System
25453 $ 297,00 02127107 06130114 06l30lLs Full M52 System
25454 $ 297.00 02127107 06130114 06/30/15 Full M52 System
25455 $ 297.00 02127107 061301t4 06/30/1s Full M52 System
25456 5 297.00 02127107 06130114 06/30/1s Full M52 System
25457 $ 297.00 02127/07 06130114 06/30/1s Full M52 Svstem
2s4s8 $ 297.00 02127107 061301t4 06/30/1s Full M52 System
254s9 $ 297.00 02127107 061301t4 06/30/1s Full M52 System
25460 $ 297.00 02127107 06130/14 06/30/1s Full M52 System
25467 $ 297.00 02127107 06130/14 06/30/1s Full M52 System
25462 $ 297.00 02/27107 06130114 06/30/1s =ull M52 Svstem
25463 g 297.00 02127107 06t30n4 06/30/1s :ull M52 System
254æ $ 297.00 02127107 06130114 06/30/1s =ull M52 System
Page 2 of 5 - FresnoPD scheduleA-2o148 xls Fresno Pol¡ce Dept Schedule A as of 09 11 14
Schedule A
MDS Unit
Serial#
Extended Warranty
Gost
OriginalShip
Date
Gurrent Warranty
End Date
!Jroposeo
Warranty End
Date Unit Tvoe
25465 $ 297.00 02/27107 06l30lt4 06/30/15 =ull M52 System
2s466 $ 297.00 02127107 061301t4 06/30/1s :ull M52 System
25467 $ 297.00 02127107 061301t4 06/30lts =ull M52 System
25468 $ 297.00 02127107 061301t4 06/30/15 =ull M52 Svstem
25469 $ 297.00 02127/07 06130114 06/30/1s =ull M52 System
25470 $ 297.00 02127107 06130114 06/30/1s Full M52 System
2547L $ 297.00 02/27107 06130114 06/30/1s Full M52 System
25472 $ 297.00 02/27107 061301t4 06130lrs Full M52 System
25473 $ 297.00 02127107 06130114 06/30/1s Full M52 System
25474 $ 297.00 02127107 06130114 06130/Is Full M52 System
25475 $ 297.00 02127107 06130114 06/30/1s Full M52 Svstem
25476 $ 297.00 02127107 06130114 06/30/1s Full M52 System
25477 $ 297.00 02/27107 061301t4 06/30/1s Full M52 System
25478 $ 297.00 02/27107 06130lt4 06/30/1s Full M52 System
25479 $ 297.00 02127107 06130114 06l30lLs Full M52 System
25480 $ 297.00 02127107 06/30114 06130lts :ull M52 System
2548L $ 297.00 02127107 06130/14 06l30lts =ull M52 System
2s482 5 297.00 02127107 06130114 06/30/1s =ull M52 System
25483 $ 297.00 02127107 061301t4 06/30/1s =ull M52 Svstem
25487 s 297.00 02127107 06130114 06/30/15 =ull M52 System
25488 $ 297.00 02127/07 06/30l14 06/30lrs =ull M52 System
2s489 $ 297.00 02127107 06130114 06/30/1s =ull M52 System
26924 $ 297.00 tLl28l07 06130114 06/30/1s :ull M6 System
26925 $ 297.00 tu28l07 06130114 06/30/1s :ull M6 System
26926 $ 297.00 rtl28l07 06130114 06130lLs :ull M6 System
26927 $ 297.00 Ltl28l07 06130114 06/30/1s =ull M6 System
26928 $ 297,00 tu28l07 06130114 06/30/1s Full M6 Svstem
26929 $ 297.00 tu28l07 06130114 06/30/1s Full M6 Svstem
26930 $ 297.00 ttl28l07 06130114 06/30/1s Full M6 System
2693L $ 297.00 rtl28l07 06130114 06l30lts Full M6 System
26932 $ 297.00 Ltl28l07 06130114 06/30/1s Full M6 Svstem
26933 $ 297,00 LUZBl07 061301t4 06/30/1s Full M6 Svstem
26934 $ 297.00 ttl28/07 06130114 06/30/1s Full M6 System
26935 $ 297.00 tLl2Bl07 06130lL4 06/30/1s Full M6 System
27303 $ 297.00 0s/28/08 06/30114 06/30/1s Full M6 System
27304 $ 297.00 0s/28/08 06130114 06/30/1s Full M6 Svstem
27305 $ 297.00 0s/28/08 06130114 06/30/1s Full M6 System
27306 $ 297.00 0s/28/08 06130114 06/30/1s Full M6 System
27307 $ 297.00 0s/28/08 061301t4 06/30/1s =ull M6 System
27308 $ 297.00 0s/28/08 06130114 06l30lLs :ull M6 System
27309 $ 297.00 0s/28/08 061301t4 06/30/1s :ull M6 System
273L0 $ 297.00 0s128/08 061301t4 06/30/1s :ull M6 System
273tL $ 297.00 0s/28/08 06130/t4 06/30/1s =ull M6 System
27312 $ 297.00 0s/28/08 06130114 06/30/1s Full M6 System
273r3 $ 297.00 0sl28l08 06130114 06/30/1s Full M6 Svstem
273L4 $ 297.00 0s/28/08 06130h4 06/30/1s Full M6 System
27890 $ 297.00 12128107 061301t4 06/30/1s Full M6 System
2789r $ 297.00 12128107 061301t4 06/30/15 Full M6 Svstem
Page 3 of 5 - FresnoPD-ScheduleA-2o148 xls Fresno Police Dept Schedule A as of 09 11 14
Schedule A
MDS Unit
Serial#
Extended Warranty
Cost
OriginalShip
Date
Gurrent Warranty
End Date
Proposed
Warranty End
Date Unit Tvpe
27892 $ 297.00 t2128107 06l30lt4 06i 30/1s =ull M6 System
27893 $ 297.00 12l28l07 061301t4 06/30/1s =ull M6 System
27894 $ 297.00 t2l2Bl07 061301t4 06/30/1s =ull M6 System
27895 $ 297.00 12l28l07 06130114 06/30/1s Full M6 System
27896 $ 297.00 tzl28l07 06130114 06/30/1s Full M6 System
27897 $ 297.00 t2l28l07 061301t4 06/30/1s Full M6 System
27898 $ 297.00 12l28l07 06l30lt4 06l30lts Full M6 System
27899 $ 297.00 t2l28l07 06130114 06/30/1s Full M6 System
27900 $ 297.00 t2128107 061301t4 06/30/1s Full M6 System
2790r $ 297.00 12128107 061301t4 06l30lLs Full M6 Svstem
28109 $ 297.00 0212t108 061301t4 06130lts Full M6 System
281 10 $ 297.00 02l2Ll0e 06130114 06l30lts Full M6 System
28111 $ 297.00 02121108 061301t4 06/30/1s Full M6 Svstem
28tt2 $ 297.00 02l2Ll0B 06l30lt4 06/30/1s Full M6 System
281 13 $ 297.00 02l2rl0B 061301t4 06/30/1s Full M6 System
28tt4 $ 297.00 0212t108 06130114 06/30/1s :ull M6 System
28176 $ 297.00 021t3108 06130114 06/30/1s :ull M6 System
28t77 $ 297.00 02113108 061301t4 06l30lLs :ull M6 System
28t78 $ 297.00 021ßl0e 06130114 06l30lts =ull M6 System
28t79 $ 297.00 02l13l0B 061301t4 06/30/1s Full M6 System
28180 $ 297.00 02lt3l0B 061301t4 06/30/1s Full M6 System
28181 $ 297.00 02lt3l0B 061301t4 06/30/1s Full M6 System
28300 $ 297.00 031t7108 06130114 06/30/1s Full M6 System
28301 $ 297.00 031t7l0B 061301 4 06l30lts Full N46 System
28302 $ 297.00 031t7108 061301 4 06/30i 1s Full M6 System
28303 $ 297.00 031t7108 061301 4 06/30/1s Full M6 System
28304 $ 297.00 03lt7l0B 061301 4 06/30/1s :ull M6 System
28305 $ 297.00 031t7108 061301 4 06/30/1s :ull M6 System
28306 $ 297.00 03117l0B 061301 4 06/30/1s :ull M6 System
28307 $ 297.00 031t7108 061301 4 06130lts :ull M6 Svstem
29010 $ 297.00 0sl23l0B 061301 4 06/30/1s :ull M6 System
29011 $ 297.00 0sl23l0B 061301 4 06/30/1s =ull M6 System
30063 $ 297.00 09lt /08 061301t4 06/30/1s =ull M6 System
30064 $ 297.00 09lr i08 06130114 06l30lts Full M6 System
3006s $ 297.00 0el /08 061301t4 06/30/1s Full M6 System
30066 $ 297.00 091 /08 061301t4 06/30/1s Full M6 System
01-1117 $ 297.00 L0l2Ll08 06130tt4 06/30/1s Full M6 System
01-1118 $ 297.00 L0l2Ll08 06130114 06/30/1s tull M6 Svstem
01-1119 $ 297.00 r0l2Ll08 06130lL4 06/30/15 Full M6 System
01-1120 $ 297.00 L0l2rl08 06130lL4 06/30/1s =ull M6 System
01-1121 $ 297.00 t0l2Ll08 06130lL4 06/30/1s =ull M6 Sy*em
0t-Lt22 $ 297.00 r0l2uæ 06130lL4 06/30/1s =ull M6 Svstem
01-1123 $ 297.00 L0l2rl08 06130114 06/30/1s =ull M6 Svstem
oL-1t24 s 297.00 LOI2LIæ 06130lL4 06/30/1s :ull M6 System
01-1125 $ 297.00 r0l2Ll08 06130lL4 06/30/1s :ull M6 System
01-1126 s 297.00 L0J2Ll08 06130lL4 06130lts iull M6 Sy*em
OL-TL27 $ 297.00 t0l2Ll08 06130lL4 06/30/1s Full M6 Svstem
01-1128 $ 297,00 t0l2tl08 06130114 06/30/1s Full M6 System
Page 4 of 5 - FresnoPD ScheduleA-2o148 xls Fresno Police Dept Schedule A as of 09 11 14
Schedule A
Total quoted cost to cover 248 full Data911 systems with the
serial numbers listed above until the date as shown in
'Proposed Warranty End Date': $ 59,697.00
NOTE: Highlighted CPUs are paired with Displays and Keyboards to make full systems
Display SN: 02-0636 thru 02-0656
Keyboard SN: 03-2943 thru 03-2963
Page 5 of 5 - FresnoPD_ScheduleA_20148 xls Fresno Police Dept Schedule A as of 09 1 1 .1 4
EXHIBIT A
SOFTWARE AND MOBILE DATA SYSTEM EQUIPMENT LIST
Software Enhancement Services and MDS Extended Warranty Agreement
between Gity of Fresno
and Hubb Systems, LLC ("Datagll")
1. Software Covered
SOFTWARE MODULES DESCRIPTIONS
Item Description Licenses
01) CAD Client Computer Aided Dispatch System Site License
02) CAD Server CAD Software Server Program-
processes queries for mobile units
Site License
03) RMS Client Records Management System Site License
04) RMS Server RMS Software Server Program-
processes queries for mobile units
Site License
05) RPW Desktop Report Writing System Site License
06) ACR Arrest and Citation Register Site License
07) MX Client Mobile Communications Software Site License
0B) MX Server Mobile Communications Software
Server-handles communications
between mobile units and other
associated interfaces
Site License
09) MSG Desktop Messaging Software Site License
10) MSG Server Messaging (Software) Server-hand les
messaging from desktop to mobiles
and vice versa
Site License
11) ECOMM External Communications Software Site License
12) ECOMM Server External Communications Software
Server-handles ECOMM messages
and routes to appropriate interfaces
Site License
13) VMS Server
Maintenance
Maintenance of the related VMS
Software Servers
Site License
14) RX Server Mobile Report Writer Site License
15) AVL Desktop Automatic Vehicle Locator, Live
Console
Site License
16) AVL Mobile Automatic Vehicle Locator, Mobile
Client
Site License
Page 1 of 2
17)AVL Playback Automatic Vehicle Locator, Playback
Historical Console
Site License
18) GEO Maintenance Common Place, Street, and Zone
maintenance (sub component of CAD)
Site License
19) Geocode Service Event GEO Coder (subcomponent of
CAD and AVL)
Site License
20) CAD Times Calculates Closed Event Response
Times (subcomponent of CAD)
Site License
21) CAD Backup Tracks last case and event for
disaster recovery (sub component of
cAD)
Site License
22) Enterprise Manger Administrative toolto manage all Hub-
Data9l I software accounts
Site License
2. MDS Hardware
SEE SCHEDULE A (attached hereto and incorporated by reference herein) FOR
EQUIPMENT LIST FOR THEN CURRENT FISCAL YEAR
09103114 - 06/30/15 FY15
07101115 - 06/30/16 ** FY16
07t01t16 - 06130117 "* FY17
07101117 -06130118*1"* FYlB
07101118 - 06/30/19 */** FY19
*Optionalyears
** Actual Coverage may change as units are retired or acquired.
Page 2 of 2
EXHIBIT B
SOFTWARE ENHANCEMENT SERVICES STATEMENT OF WORK
Software Enhancement Services and MDS Extended Warranty Agreement
between City of Fresno ("Glient")
and Hubb Systems, LLC ("Data911")
Data911 agrees to provide Client the services hereinafter described with respect to
application software, in accordance with the fee schedule herein and the subject to the
provisions set forth below.
1. For Data911 software products, Data911 will provide a fifteen minute
response time during normal business hours (Monday to Friday, 0900 to
1700)and sixty minute response time during holidays and outside normal
business hours (Monday to Sunday, 1700 to 0900) for emergency support
request. An emergency is defined as an application failure of the
software defined in Exhibit A to the Agreement. Response is defined as
the point in time when the Contractor begins diagnosis of the reported
problems. Client shall use the method of communication that is identified
by Data911 for emergency service request. Modem online software
technical support service shall be used when applicable. Data911 shall
provide 24-hour response time for on-site software emergency service,
when required.
2. Data911 will provide media for all new releases, modifications and
enhancements to the software modules listed in Exhibit A to the
Agreement, at no additional cost to the Client.
3. Data911 will provide telephone consultation regarding:
(a) Questions related to public safety data practices and procedures;
(b) System administration consultation and assistance; e.g. paper
flow and retention;(c) Exceptions to Standard Procedures;(d) Modification of Client's computer software or purchase of
additional hardware.
I. NON CHARGEABLE SERV¡CES
ln addition to the above releases or enhancements to the software, there shall be NO
CHARGE for any new releases or enhancements to Data911 software as provided to all
its Clients under enhancement and service agreements.
Page 1 of 2
II. CHARGEABLE SERVICES
Items listed below are not under Data911 control, and are therefore chargeable. Client
will be billed at Data911 then current rate or a fixed charge to be agreed upon.
Examples:
(a) Recovery of lost data caused by hardware (other than MDS hardware) or
operator error of the Client.
(b) Assistance with word processing and/or other software, including
operating system software not written by Data911.
(c) Assistance due to user failure to follow prescribed procedures or exercise
normal care in data processing.
(d) Research, review, and revision of operational work.
(e) Upgrade of Client hardware system (other than MDS hardware), new
operating system and data conversion.
(f) Retraining on modules already operational.
(g) Additional copies of software documentation.
(h) lnstallation of interfacing of additional hardware (other than MDS
hardware).
(i) Cabling.
(j) Software changes mandated by local, county, state, or federal authorities.
Data911 time is chargeable in 15 minute increments for chargeable services
requested and completed during normal business hours.
A minimum charge of one hour applies to all chargeable services requested and
completed during non business hours.
Page 2 of 2
EXHIBIT C
MDS EXTENDED WARRANTY STATEMENT OF WORK
Software Enhancement Services and MDS Extended Warranty Agreement
between City of Fresno ("Glient")
and Hubb Systems, LLC ("Datag11")
l. Services
Services provided are limited to Data911 repair or replacement, at Data911
election, or any part of the component which prohibits the proper and normal
operation of the Data9l l Equipment specification in Schedule A of Exhibit A to
the Agreement. Maintenance services include, but are not limited to, all parts
and labor required to identify the failure and to repair the Equipment to guarantee
proper working condition of the product return. No on-site contractor or
representative will be included as part of these services.
ll. Return Material Authorization Procedure
Upon determination that a hardware failure has occurred, Client will contact
Data911 by telephone at (510) 865-9100 ext. 125 to obtain a Return Material
Authorization (RMA) number. A qualified Data911 technician will provide initial
telephone conversation to assist Client in problem analysis and determination, as
some problems may be in other layers of the system and therefore will not
require the return of a unit. Equipment is to be removed and returned to the
factory, shipping prepaid by the Client. Prior to equipment shipment, Client is to
call Data911 for a RMA number. The RMA number is to be clearly marked on
shipping label or shipping container. The unit will be repaired and shipped by
Data911 back to Client via ground shipping service within 10 business days of
receipt. Client is to pay for any expedited return shipping services.
lll. Parts and Labor Availability
Data911 will guarantee availability of parts and labor for a period of 10 years
from the time of purchase of the new equipment. lf parts become unavailable
within a 10 year period, Data911 will replace the obsolete equipment to
equivalent functionality at no additional charge. This paragraph shall survive
expiration or termination of the Agreement.
lV. Compensation
Any MDS (as defined in Schedule A of Exhibit A to the Agreement) outside of
warranty will be added to this Agreement at a rate of $297 per year per unit.
Any non-warranty covered repair (i.e., damage caused by Client other than
ordinary use of MDS unit) of an MDS unit in Schedule A of Exhibit A to the
Agreement will be charged to Client based on the rates contained in
Attachment A, attached hereto and incorporated by reference herein.
Attachment A
Parts Price List M5, M52 and M6
Baseboards, Hard Drives and RAM modules are baËed on availability and market value
Flease call for pr¡cing and ava¡lablity
Unit Price
37.00
199.00
249.AO
139.00
28.00
3S.00
134.00
270.00
4.00
9.00
17.07
8.46
30.48
7.59
Attachment A
Parts Price Cables and Mounting
Description
CABLE ASSY., POWER INPUT (for M5, Ms-ll end M6 CPU)
CABLE ASSY., PO\A/ER EXTENSION, 2M
CABLE ASSY., POIA/ER EXTENSION, 5.5M
CABLE ASSY., POI¡/ER EXTENSION, 0.75m
CABLE ASSY., DISPLAY PO\Â/ER,2rn
CABLE ASSY., DISPLAY POWER,6M
CABLE ASSY., LVDS,2M
CABLE ASSY,, LVDS,6M
CABLE ASSY., AUDIO PATCH, MOLDED, BLACK, 2m
CABLE ASSY., AUDIO PATCH, MOLDED, BLACK, 7M
PCM Cable (forM5 ePU)
PGMII eable (For M5-ll)
PCM-lll (aka GPIO) Cable (for M6)
Blower/Fan Cabþ (for M6 CPU/Mount)
M5/M5-ll CPU Glove Box Mount
MSlMFll CPU Universal Mount
M5/M5-ll Power Supply Mount
M6 CPU Glove BoxMount
M6 CPU Universal Mount
$
$
$
s
$
$
$
$
$
$
$
$
$
$
$
$
$'
$
$
EXHIBIT D
COMMUNICATION LINK SPECIFICATION
Software Enhancement Services and MDS Extended Warranty Agreement
between Gity of Fresno ("Fresno")
and Hubb Systems, LLC ("Datag1l")
Description: Admin messaging link from Fresno CAD and mobiles to FSO system for all
positions served by the FSO messaging system, including agencies such as Clovis PD which
may be connected to FSO.
A specification will be created by Hub-Data911 and approved by the Fresno Police Department
before the programming begins.
Mutually agreed to specifications must be supported by FSO Messaging System.
The ability to move forward remains contingent on the Fresno Sheriffs Department having a
system available to make this bridged connection.
EXHIBIT E
Name Alert System
Software Enhancement Services and MDS Extended Warranty Agreement
between Gity of Fresno ("Fresno")
and Hubb Systems, LLC ("Datag11")
Description: A display of RMS Name Alerts:
Currently, the Data911 system accommodates the tagging of a street address with an alert.
Such that, when the address is run, the alert surfaces in MX and EGOMM as an alert to an
officer to be aware of what ever conditions that are placed into the alert.
The challenge is that the system does not allow for any alert to be placed on a name. As such,
if an officer in patrol runs a name and there is perhaps an alert that this individual is known to
possess firearms and make threats of suicide by cop etc. the officer has no way of knowing this.
Given this, there is an inherent officer safety issue that needs to be resolved. So that, an alert
can be placed on an individual; and, when an officer in patrol runs that name, the alert will
surface on the MX side.
Since this alert already exists on address locations there is a need to extend this to names.
EXHIBIT F
Historical Events Activity Time-Based Snapshot System
Software Enhancement Services and MDS Extended Warranty Agreement
between Gity of Fresno ("Fresno")
and Hubb Systems, LLC ("Datag11")
Description: UniUEvent - Historical Time-Based Snap-Shot feature: Historically, in
legacy systems there was a process that would create a snapshot "trash-print" every 15
minutes of Unit and Event activity.
So that as requests were made as to what was going on at a specific time, it would be easy
to say with a high degree of timeliness and accuracy what Units were doing, and what type
of call those units were on. Unfortunately, the current system requires that a data-miner
must research every possible unit to determine what they were doing each day and at
specific times.
This becomes a very time consuming process. As such, the proposed and simplified
solution is to recreate a snapshot every 15 minutes as to what Units and Events have
occurred at specific dates and times. Then, make such snapshots easily searchable.
1) The goal is to derive:
(a) Who was on duty
(b) What units were in-service
(c) What units were on calls
(d) What were the priority of those calls
2) The generation of a small text file is all that would be needed; exported with a date/time
stamp along with a file name to include the respective information.
EXHIBIT G
Rights Modification Notification System
Software Enhancement Services and MDS Extended Warranty Agreement
between Gity of Fresno ("Fresno")
and Hubb Systems, LLC ("Datagl1")
Description: Temporary Rights Modification Notification System - Expiration Time-Out:A
process is needed where an individual can be granted temporary elevated rights and an
established expiration date - during temporary reassignment for a particular police function; but,
where an expiration notification will be made to an established system admin of the temporary
reassignment's expiring date.
The admin will then make a decision to extend or revert the rights to a previous level based on
admi nistrative notification.
As for this work, the vendor agrees to the expiring notification; but further stipulates that their
development should not be expected to assume the programming challenge of detecting
whether or not the user logs out after the expiration of their period of elevated rights; or, if they
have not logged out, force a log out. This process will need to be handled by Fresno staff.
Fresno staff agrees that it will also need to exercise appropriate caution and discretion in
providing and then removing elevated rights to users who might otherwise be engaged in some
level of work in process.
The routine auditing of staff class privileges is already exercised by established personnel
assigned with Security oversight of the system.
Exhibit H
INSURANCE REQUIREMENTS
Software Enhancement Services and MDS Extended Warranty Agreement
between City of Fresno ("C|TY")
and Hubb Systems, LLC ("GONTRAGTOR")
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of lnsurance Services Office (lSO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury," "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non-owned equipment), products and
completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than
those set forth under "Minimum Limits of lnsurance."
The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non-owned automobiles or other licensed vehicles (Code 1- Any
Auto). lf personal automobile coverage is used, the CITY, its officers, officials,
employees, agents and volunteers are to be listed as additional insureds.
Workers' Compensation insurance as required by the State of California and
Employer's Liability lnsurance.
Professional Liability (Errors and Omissions) insurance appropriate to
CONTRACTOR'S profession. Architect's and engineer's coverage is to be
endorsed to include contractual liability.
MINIMUM LIMITS OF INSURANCE
CONTRACTOR, or any party the CONTRACTOR subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to CITY, its
officers, officials, employees, agents and volunteers as additional insureds, shall be the greater
of the minimum limits specified herein or the full limit of any insurance proceeds available to the
named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(iii) $2,000,000 aggregate for products and completed operations; and,(¡v) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
1.
2.
3.
4.
Page 1 of 4
2. COMMERCIALAUTOMOBILELIABILITY:
$1,000,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than:
(i) $100,000 per person;
(ii) $300,000 per accident for bodily injury; and,(iii) $50,000 per accident for property damage.
3. WORKERS' COMPENSATION INSURANCE ai required by the State of
California with statutory limits. ,
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;(ii) $1,000,000 disease each employee; and,(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
ln the event CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). ln addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of
the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
CONTRACTOR shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CONTRACTOR shall also be responsible for payment of any
self-insured retentions. Any deductibles or self-insured retentions must be declared on the
Certificate of lnsurance, and approved by, the CITY'S Risk Manager or his/her designee. At the
option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects CITY, its officers, officials, employees, agents and volunteers; or(ii) CONTRACTORshaII provide a financial guarantee, satisfactory to CITY'S Risk
Manager or his/her designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
CITY be responsible for the payment of any deductibles or self-insured
retentions.
Page 2 of 4
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
are to contain, or be endorsed
to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered
as additional insureds. CONTRACTOR shall establish additional insured status
for the City and for all ongoing and completed operations by use of ISO Form
CG 20 10 11 85 or both CG 20 10 10 01 and CG 2037 10 01 or by an executed
manuscript insurance company endorsement providing additional insured status
as broad as that contained in ISO Form CG 20 10 1 I 85.
The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional lnsured.
For any claims related to this Agreement, CONTRACTOR'S insurance coverage
shall be primary insurance with respect to the CITY, its officers, officials,
employees, agents and volunteers. Any insurance or self-insurance maintained
by the CITY, its officers, officials, employees, agents and volunteers shall be
excess of CONTRACTOR'S insurance and shall not contribute with it.
CONTRACTOR shall establish primary and non-contributory status by using ISO
Form CG 20 01 0413 or by an executed manuscript insurance company
endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 01 0413.
The Workers' Compensation insurance policv is to contain, or be endorsed to contain, the
following provision: CONTRACTOR and its insurer shall waive any right of subrogation against
CITY, its officers, officials, employees, agents and volunteers.
is written on a claims-made
form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONTRACTOR.
2. lnsurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be
endorsed to provide not less than a five (5)year discovery period.
3. lf coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by CONTRACTOR, CONTRACTOR
must purchase "extended reporting" coverage for a minimum of five (5)years
after completion of the Agreement work or termination of the Agreement,
whichever occurs fi rst.
2.
3.
Page 3 of 4
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the Agreement.
AII policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar
days written notice by certified mail, return receipt requested, has been given to CITY.
CONTRACTOR is also responsible for providing written notice to the CITY under the same
terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation,
non-renewal, or reduction in coverage or in limits, CONTRACTOR shall furnish CITY with a new
certificate and applicable endorsements for such policy(ies), ln the event any policy is due to
expire during the work to be performed for CITY, CONTRACTOR shall provide a new certificate,
and applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
VERIFICATION OF COVERAGE
CONTRACTOR shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S
execution of the Agreement and before work commences. All non-lSO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or broker.
Upon request of CITY, CONTRACTOR shall immediately furnish City with a complete copy of
any insurance policy required under this Agreement, including all endorsements, with said copy
certified by the unden¡vriter to be a true and correct copy of the original policy. This requirement
shall survive expiration or termination of this Agreement.
Page 4 of 4
HUBBSYS-o1 MERCADOS
REVISION NUMBER:
A,CORDÇ'CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
't1/,2612014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
lS WAIVED, subject to
not confer rights to the
IMPORTANT: lf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. lf SUBROGATION
the terms and conditions of the policy, certain polic¡es may require an endorsement. A statement on this certificate does
cert¡ficate holder in lieu of such endorsement(s).
PRoDUCER License # 0E67768
IOA lnsurance Services
3875 Hopyard Road
Suite 240
Pleasanton, CA 94588
Selena Mercado
lllx\'^ =-,, (925) 660-1395 I üìâ n",. (9251416-7869
Íilßiltr.., selena.mercado@ioausa.com
INSURERISI AFFORDING COVERAGE NAIC #
rNsuRER Â : Federal lnsurance Company 20281'
INSURED
Hubb Systems, LLG DBA: Data911
2021 Ghallenger Drive
Alameda, CA 94501
rNsuRER B, Hartford Fire lnsurance Company 1 9682
rNsuRER c , Atlantic Specialty lnsurance Company 27154
INSTJRER E :
INSIIRER F:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERIV OR CONDITION OF ANY CONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS
CERTIFICATE l\ilAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREINISSUBJECTTOALLTHETERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
COMMERCIAL GENERAL LIABILITY
cLArvs-MAoE lXl o..r*
GEN'L AGGREGATE LIMIT APPLIES PER:
MED EXP (Anv one oer
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULEDAUTOS AUTOS
HIREDAUTOS l^l¡UTOS
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
OCCUR
CLAIMS.MADE
WORKERS COMPENSATION
ANDEMPLOYERS'LIABILITY Y/N]ARTNEFVEXECUTIVE
EXCLUDED?
EL EACHACCIDENÏ
E L. DISEASE. POLICY LII\,1IT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ¡f more space ¡s requ¡red)
Evidence of Coverage
City of Fresno, its officers, officials, employees, agents and author¡zed volunteers are recognized as Additional lnsureds as respects to General Liability
Auto Liability. Coverage is Primary & Non-Contributory. Waiver of Subrogation applies to the Workers Compensation.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Fresno
Fresno Police Dept.
Attn: Conrad Nerdahl
2323 Mariposa Mall z. -/- zl/r¿u^'4 Å,.y'/,'*
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (20141011 The ACORD name and logo are registered marks of ACORD
Liability lnsurance
Endorsement
Policy Period
Effective Date
Policy Number
Insured
Name of Company
MAY25,2014 TO MAY 25,2015
MAY 25,2014
3587-79-43 WUC
IIUBB SYSTEMS LLC
FEDERAL INSI]RANCE COMPANY
This Endorsement applies to the following forms:
GENERAL LIABILITY
INFORMATION AND NETWORK TECHNOLOGY BLENDED LTABILITY INSURANCE
Who ls An lnsured
Scheduled Person Or
Organization
Liability lnsurance
Under Who Is An Insured, the followingprovisionis added:
Subject to all ofthe terms and conditions ofthis insurance, any person or organization shown in the
Schedule, actrng pursuant to a written contact or agreement between you and such person or
organization, is an insured; but they are insureds only with respect to liability arising out ofyour
operations, or your premises, ifyou are obligated, pursuant to such contract or agreement, to provide
them with such insr¡rance as is affordedby this policy.
However, no such person or organization ìs an insured with respect to any:
' assunption of liability by them in a contract or agreement. This limitaúon does not apply to
the liabili¡, for damages for injury or damage, to which this insurance applies, that the person
or organizationwould have in the absence of such contact or agreement.
' damages arising out oftheir sole negligence.
Schedule
PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO
WRITTEN CONTRACT OR .AGREEMENT BETWEEN YOU .AND SUCH PERSON
OR ORGANZATION,TO PROVIDEWITHSUCH INSURANCE AS IS
AFFORDEDBY THIS POLICY; BUT THEY ARE INSTJREDS ONLY IF AND
TO TFIE MINIMUM EXTENT THAT SUCH CONTRACT OR
AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE A¡'FORDED
STAruS AS AN INSURED. HOWEVER. NO PERSON ORORGANZATIONIS
AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY
Reference Coov
Additional tnsured - Scheduled Person Or Organizalión continued
Fot ¡n 60-02-2367 (Rev. 6-04)Etttlotseurctú Page 1
Liability Endorsement
(conlinued)
Reference Conv
Addîtìonal Insured - Scheduled Person Or Organization ' '
All othor terms and corrditionsronain urshanged.
A uthorizad Re prcsen[ ative Q=.\\_@
Hubb Systems, LLC dba Data911
Policy Number: 3587-7943 WUC
Çoncttûons
Duties ln The Event Of F. Knowledge of ¿ur occurrence or offense by an agent or employee of the insured will not
OCCurrenCe, OffenSe, constitute knowledge by the insured, unless an offcer (whether or not an employee) of any
Claim Or Suit insurecl or an officer's designee knows about such occurrence or offense.
(continued)
G. Failu¡e of an agent or employee of the insured, other than an offrcer (whether or not an
employee) ofany insured or a¡r offrcer's designee, to notifu us ofan occurrence or offense
that such person knows about will not affect the insurance afforded to you.
H. Ifa claim or loss does not reasonably appearto involvethis insurance,but it later develops
into a claim or loss to which this insurance applies, the failure to report it to us will not
violate this condition, provided the insured gives us immediate notice as soon as the insured
is aware that this insurance may apply to such claim or loss.
Legal Action Against Us No person or organizationhas a right underthis insuranceto:
' join us as a parry or otherwise bring us into a suit seeking damages from an insured; or
' sue us on this instuance unless all of the terms and conditions of this inswance have been
frrlly complied with.
A person or organizationmay sue us to recover on an agreed settlement or on a final judgment
against an insured obtained after an actual:
' trial in a civil proceeding; or
' arbination or other altemative dispute resolubion proceeding;
but we will not be liable for damages that are not payable under the terms and conditions of this
ìnsr.ua¡rce or that are in excess of the applicable Lirnits Of lnsurance.
Other lnSuranCe If othervalid and collectible insuranceis available to the insured for loss we would otherwise
cover underthis insurance, our obligations are limited as follows.
Pimary lnsurance
This instrance is primary except when the Excess Insurance provision described below applies.
If this insurance is primary, our obligations are not affected unless any of the other insurance is also
primary. Then, we will share with all that other insurance by the method described in the Method of
Sharing provision described below.
Excess lnsurance
This i¡surance is excess over any other insurance, whetherprimary, excess, contingent or on any
other basis:
A. that is Fire, Extended Coverage, Buildels Risk, Installation Risk or similar insu¡ance for
your worþ
B. that is insurance that applies to property damage to prernises rented to you or temporarily
occupiedby you with permission ofthe owner;
C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft,
Autos Or Watercraft exclusion);
Liab¡l¡ty Insurance
Form80-02-2000(Rev.4-01) Contract
Reference Copy
Page 22 of 32
Liability lnsurance
Endorsement
Policy Period MAy 25, 2014 TO MAy 25, 2015
EffectiveDate MAy 25,2014
Policy Number 3587-7Þ43WUC
InsuTed HUBB SYSTEMSLLC
NameofCompany FEDERALINSURANCECOMPANY
.j:. .l:r::..:.:i.ii:.:r-::ií.;i:jì r::ii:1il::ìi:i:::¡:r:i1¡:'::rÌ::r .i;l:L;::.i ::::ì:.:::I:j:i
This Endorsement applies to the followingforms:
GENERALLIABILITY
UnderConditions, Transfer Or Waiver Of Rights Of Recovery AgainstOthors, the following
provisionis added:
Canditions
Transfer Or Waiver Of Howeveq we waive any right of recovery we may have againstthe desípatedperson or
R ghls Of Recovery organization shown below because of pa¡mrents we make for injury or damage arising out of your
Against OthefS ongoing operations or done under a contactwith that person or organizationand includedinfhc
products-completed operations hazard. This waiver applies to the designatedperson or
organization.
Liability lnsunnce
Reference Copy
Cond¡t¡on - Waiver Of Transfer Of R¡ghts Of Recovery conlinued
Form80-02-2362(Rev.4-01) Endorsement Page 1
Hubb Systems, LLC dba Data9l l SOMMERCTAL AUTOMOBTLE
Policy Number: 57UECPV6096 HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other
provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named lnsured shown in the
Declarations is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which yeu have an
ownership interest of more than 50% on
the effective date of the Coverage Form.
However, the Named lnsured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of lnsurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named lnsured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
lnsurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.
Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.
B. Employees as lnsureds
Paragraph 4.1. - WHO lS AN INSURED - of
SECTION ll - LIABILITY COVERAGE is
amended to add:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
bonow in your business or your
personal affairs.
Lessors as lnsureds
Paragraph 4.1. - WHO lS AN INSURED - of
Section ll - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.
Such a leased "auto" will be considered a
covered "auto" yoLr own and not a covered
"auto" you hire.
Additional lnsured if Required by Contract
(1) Paragraph A.1. - WHO lS AN INSURED
- of Section ll - Liability Coverage is
amended to add:
f. \Mren you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but onlyto the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b. of \Mo ls An
lnsured with regard to the
ownership, maintenance or use of a
covered "euto."
c.
@2011, The Hartford (lncludes copyrighted material
of ISO Properties, lnc., with its permission.)Form HA 99 16 03 l2 Page I of5
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
lf you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of lnsurance shown in
the Declarations.
Such amount shall be a part of and not
in addition to Limits of lnsurance shown
in the Declarations and described in this
Section.
(3) Additional lnsureds Other lnsurance
lf we cover a claim or "suit' under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or "suif'
to the other insurer for defense and
indemnity.
However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and non-
contributory with the additional insured's
own rnsurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
lf you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE
EVENT OF ACCIDENT, CLAIM , SUIT
OR LOSS OF SECTION IV
BUSINESS AUTO CONDITIONS, in the
same manner as the Named lnsured.
E. Primary and Non-Gontributory ¡f
Required by Contract
Only with respeci to insurance provided to
an additional insured in 1.D. - Additional
lnsured lf Required by Contract, the
following provisions apply:
(3) Primary lnsurance \Men Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. lf other insurance is also
primary, we will share with all that other
insurance by the method described in
Other lnsurance 5.d.
(4) Primary And Non-Contributory To Other
lnsurance When Required By Contract
lf you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and
seek contribution from
insurance.
Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.
\Men this insurance is excess, we will have no
duty to defend the insured against any "suit" if
any other insurer has a duty to defend the
insured against that "suit". lf no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.
\¡Vhen this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, by the
method described in Other lnsurance 5.d.
2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.
The OTHER INSURANCE Condition is amended
by adding the following:
wewlnot
that other
@2011, The Hartford (lncludes copyrighted material
of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 2 of 5
lf an "employee's" personal insurance also
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the "employee's" personal
rnsurance.
AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION s. - FELLOW EMPLOYEE - of
SECTION ll - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
tnsurance.
HIRED AUTO PHYSIGAL DAMAGE COVERAGE
lf hired "aLltos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.
The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.
We will also cover loss of use of the hired "auto"
if it results from an "accident', you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident'.
This extension of coverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
@2011, The Hartford (lncludes copyrighted material
of ISO Properties, lnc, with its permission.)
PHYSICAL DAMAGE . ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph 4.4.a. of SECTION lll - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.
LOAN/LEASE GAP COVERAGE
Under SECTION lll - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; securiÇ deposits not
returned by the lessor; costs for extended
warranties, credit life lnsurance, health, accident
or disability insurance purchased with the loan or
lease; and carry-over balances from previous
loans or leases.
AIRBAG COVERAGE
Under Paragraph B. EXCLUSIONS - of
SECTION III - PHYSICAL DAMAGE
COVERAGE, the following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
ELECTRONIC EQUIPMENT . BROADENED
COVERAGE
a. The exceptions to Paragraphs 8.4
EXCLUSIONS - of SECTION lll - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
Exclusions 4.c, and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
IS:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
(3) An integral part of the same unithousing any electronic
equipment described in
Paragraphs (l) and (2) above; or
5
3.
6.
4.
7.
L
Form HA 99 16 03 12 Page 3 of 5
(4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b.Section lll - Version CA 00 01 03 l0 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of lnsurance,
Paragraph Q.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of lnsurance,
Paragraph C are each amended to add the
following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1)Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from a permanently
installed housing unit as described
in Paragraph 2.a. above or is an
integral part of that equipment; or
(3) An integral part of such equipment.
c. For each covered "auto", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.
9. EXTRA EXPENSE
COVERAGE
- BROADENED
Under Paragraph A. - COVERAGE - of SECTION
lll - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.
IO. GLASS REPAIR . WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
lll - PHYSICAL DAMAGE COVERAGE, the
following is added:
No deductible applies to glass damage if the
glass is repaired rather than replaced.
II. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
lll - PHYSICAL DAMAGE COVERAGE, the
following is added:
lf another Hartford Financial Services Group,
lnc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) lf the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) lf the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -
DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION lV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the "accident' is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.
I3. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
lf you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.
14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -
POLICY PERIOD, COVERAGE TERRITORY -
of SECTION lV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.
I5. WAIVER OF SUBROGATION
TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION lV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:
@2011, The Hartford (lncludes copyrighted material
of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 4 of 5
We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages underthis Coverage Form.
16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.
I7. EXTENDED CANCELLATION CONDITION
Paragraph 2. of the COMMON POLICY
CONDITIONS - CANCELLATION - applies
except as follows:
lf we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the fìrst Named lnsured written notice of
cancellation at least 60 days before the effective
date of cancellation.
18. HYBRID, ELECTRIC, OR NATURAL GAS
VEHICLE PAYMENT COVERAGE
ln the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a.lf the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10%, to a
maximum of $2,500, of the "non-hybrid" auto's
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.
For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.
I9. VEHICLE WRAP COVERAGE
ln the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:
ln addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
@ 2011, The Hartford (lncludes copyrighted material
of ISO Properties, lnc., with its permission.)Form HA 99 16 03 12 Page 5 of 5
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not en-
force our right against the person or organization named in the Schedule. (This agreement applies only to the extent that i
you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
BLANKET VúAIVER OE SUBROGATION AS REQU]RED BY CONTRACT
This endorsement changes the policy to which it is attached and is effective on the date issued unless otheruise stated
(The information below is requ¡red only when th¡s endorsement ¡s issued subsequent to preparation of the policy.)
Endorsement Effective 1210112014 Policy No. 4 0 6 - 0 3 - B 2 - 0 3 Endorsement No.
lnsured HUBB SYSTEMS, LLC Premium $
tnsurance company Atlantic Specialty lnsurance Company
Countersigned By
@ 1983 Nat¡onal Council on Compensation lnsurance
E-INSURED
wc 00 03 't3 04 84 Page 1 of 1
EXHIBIT I
DISCLOSURE OF CONFLIGT OF INTEREST
Software Enhancement Servlces and MDS Extended Warranty Agreement
between Clty of Fresno and Hubb Systems, LLC
(name) nbtgalr Baker
Hubb Systems, LLC
(company)
2021 Challenger Dr.
(address)
Àlameda, CA 94501
(city. state, zip)
YES*NO
L Are you currently in litigation with the City of Fresno or any of its agents?
€
2. Do you represent any firm, organizalion or person who is in litigation with the Gity of
Fresno?€
3. Do you currenlly represent or perform work for any clients who do business with the
City of Fresno?{
4. Are you or any of your princlpals, menagefs or professlonals, owners or investors in
a business which does business with the City of Fresno, or in a business which is in
litigation with the City of Fresno?{
5, Are you or any of your principals, managers or professionals, related by blood or
marriage to any City of Fresno employee who has any significant role ln the subject
matter of this service?€
6. Do you or any of your subcontractors have, or expect to have, any interest, direct or
indirect, in any other contract in connection with the subject matter of this service?€
* lî the answer to any questìon rs yes, please explaln ln full below, Attach
additional pageq rT necessary.
Item #
Item #
PRIVATE CONTRACTOR
MANAGEM ENT CONTROL AGREEMENT
Agreement to allow the California Law Enforcement Telecommunications System (CLETS) access by
City of Fresno - Po]ice Department 0100-500
( Pu bl ic law enforcement/cri m i nal j usti ce agency)(oRr)
to Hubb Systems LLC (Hubb-Data9l-l-)
to perform
(Private Contractor)
DO,J-CLETS Communication Interface services on its behalf.
(Type of service)
Access to the CLEIS is authorized to public law enforcement and criminaljustice agencies only
(hereinafter referred to as the CTEIS subscribing agency), which may delegate the responsibility of
performing the adniinistration of criminaljustice functions (e.9., dispatching functions or data
processing/information services) in accordance with the Federal Bureau of lnvestigation's (FBl)
Criminal Justice lnformation Services (CJIS) Security Addendum to a private contractor. The private
contractor may access systems or networks that access the CLETS on behalf of the CLETS
subscribing agency to accomplish the above-specified service(s). This Agreement must be received
by the California Department of Justice (CA DOJ) prior to the subscribing agency permitting access to
the CLETS. The performance of such delegated services does not convert that agency into a public
criminaljustice agency, nor automatically authorize access to state summary criminal history
information. lnformation from the CLETS is confidential and may be used only for the purpose(s) for
which it is authorized. Violation of confidentiality requirements or access authorizations may be
subject to disciplinary action or criminal charges.
Pursuant to the policies outlined in the CTEIS Policies, Practices and Procedures (PPP) and the
FBI's CJIS Security Policy, it is agreed the CLETS subscribing agency will maintain responsibility for
security control as it relates to the CLETS access. Security control is defined as the ability of the
CLETS subscribing agency to set, maintain and enforce:
1. Standards for the selection, supervision and termination of personnel. This does not grant
hiring/firing authority to the CLETS subscribing agency, only the authority to grant the CLETS
systems access to personnel who meet these standards and deny it to those who do not; and
2. Policies governing the operation of computers, access devices, circuits, hubs, boundary
protection devices and other components that make up and support a telecommunications
network and related CA DOJ criminal justice databases used to process, store or transmit
criminaljustice information, guaranteeing the priority, integrity and availability of service needed
by the criminaljustice community.
Security control includes, but is not limited to, the supervision of applicable equipment, systems
design, programming and operating procedures associated with the development, implementation
and operation of any computerized message-switching or database systems utilized by the served
law enforcement agency or agencies. Computer sites must have adequate physical security to
protect against any unauthorized viewing or access to computer terminals, access devices or
stored/printed data.
(continued)
Exhibit D2 50 CLETS PPP, rev 03/13
Additionally, it is the responsibilíty of the CLETS subscríbing agency to ensure all private contractors
receiving information from the CLETS meet the minimum training, certîfication and background
requlrements that are also imposed on the CLETS subscribing agency's staff. The minímum
requirements are applicable also to staff having access to record storage areas containing
information from the CLETS. The minimum requirements include, but are not limited to:
1. Prior to allowing the CLËTS acc,ess, train, functionally test and affìrm the proficiency of the
CLETS computer operators to ensure compliance with the CLETS and the FBI's National Crime
lnformation Center (NCIC) policies and regulations, if applicable. Biennially, provide retesting
and reaffirm the proficiency of all the CLETS operators, if applicable;
2. State and FBI criminal offender record information searches must be conducted pÍor to allowing
access to the CLETS computers, equipment or information. lf the results of criminal offender
record information search reveal a record of any kind, access will not be granted until the
CLETS subscribing agency can review the matter to decide if access is appropriate. lf a felony
conviction of any kind is found, access shall not be granted; and
3. Each individual must sign an EmployeeÂ/olunteer Statement Form prior to operating or having
access to the CLETS computers, equipment or information.
ln accordance with the CLETS/NCIC policies, the CLETS subscribing agency has the responsibility
and authority to monitor, audit and enforce the implementation of this agreement by the private
contractor. The private contractor agrees to cooperate with the CLETS subscribing agency in the
implementation of this agreement and to accomplish the directives for service under the provisions of
this agreement. The Management Control Agreement shall be updated when the head of either
agency changes or immediately upon request from the CA DOJ.
By signing this agreement, the vendors and private contractors certiñ7 they have read and are familiar
with the contents of (1) the FBI's CJIS Security Addendum; (2) the NCIC 2000 Operating Manual; (3)
the FBI's CJIS Security Policy; (4) Title 28, Code of Federal Regulations, Part 20; and (5) the CLETS
PPP and agree to be þound by their provisions. Crimínal offender record information and related data,
by its very nature, is sensÍtive and has potential for great harm if misused, Access to criminal
offender record information and related data is therefore límited to the purpose(s) for which the
CLETS subscribing agency has entered ínto the contract. Misuse of the system by, among other
thíngs: accessing it without authorization; accessíng it by exceeding authorization; accessing it for an
improper purpose; using, disseminating or secondary dissemination of information received as a
result of this contract for a purpose other than that envisioned by the Öontract, may subject me to
administrative and criminal penalties. Accessing the system for an appropriate purpose and then
using, disseminating or secondary dissemination of information received for another purpose other
than execution of the contract also constitutes misuse. Such exposure for misuse includes, but is nol
limited to, suspension or loss of employment and prosecution for state and lcrimes.
Conrad Nerdahl tslRcrds Mqr (ACC)LLC)
Signature (CLETS Subscriblng Agency)
Abigail Baker, CEO (Hubb Sysbems
Prlnt Name and Title
? /s,/zotu
Date
Exhlbft D2 CLETS PPP, rev 03/13
EMPLOYEEruOLUNTEER STATEMENT FORM
Use or INFoRMATIoN FRoM rHe Gauron¡¡l¡ Lew E¡lronce¡uerul TeteconuuNtcATtoNs
Svsren¡ (CLETS) AND THE DepRnrueHr or Moron VEHIcLES REcoRo luronuntou
As an employee/volunteer of Hubb Systems LLC (Hubb-DaEagl-1)you
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminal justice information, much of which is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-know"
basis. The misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 ídentify who has access to state and local summary criminal
history information and under which circumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record information. PC sections 11142 and 13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employee/volunteer who is responsible for the QLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
and/or civil actíon.
I HAVE READ THE ABOVE AND UNDERSTAA'D THE POLICY REGARDING
M'SUSE OF ALL INFORMATION FROM THE CLETS.
Btz¿ 9Toe¡1
Print Name
.íçln 3 ârOt/
Cit.y of Fresno -Police Department oRr 0100-500
Exhibit I 57 CLETS PPP, rev 03/13
EMPLOYEEruOLUNTEER STATEMENT FORM
Use or tNFoRMATtoN FRoM rne CauroR¡¡l¡ Lnw E¡¡ronceue¡¡r TetecoulMUNlcATtoNS
Svsreu (CLETS) AND THE Dep¡ntuenr or Moron Venrcles Rrcono lruronmtrro¡¡
As an employee/volunteer of Hubb Systems LLC (Hubb-Data911)
,you
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminal justice information, much of which is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-knoW'
basis. The misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 identify who has access to state and local summary criminal
history information and under which circumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record information. PC sections 11142 and 13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employee/volunteer who is responsible for the CLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
and/or civil action.
I HAVE READ THE ABOVE AND UNDERSTAND THE POUCY REGARDING
MISUSE OF ALL INFORMATION FROM THE CLETS.
O+*pt¿9 ltopql¿tu3
Print Name
&ø 3, âo¡t/
CiEy of Fresno -Police Deparlment,oRI 0100-s00
Exhibit I 57 CLETS PPP, rev03/13
EMPLOYEEruOLUNTEER STATEMENT FORM
Use or tNFoRMATtoN FRoM rne GeuroR¡¡rn Law E¡¡roncement TeueconnMUNlcATloNS
Svsreu (CLETS) AND THE Depenr¡¡el¡r op MoroR VeHrcles Recono lruronu¡lon
As an employee/volunteer of Hubb SysEems LLC (Hubb-Data911)you
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminaljustice information, much of which is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-knoW'
basis. The misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 1 1 105 and 13300 identify who has access to state and local summary criminal
history information and under which circumstances it may þe released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
Calífornia Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of MotorVehicle record information. PC sections 11142 and '13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employeeivolunteer who is responsible for the CLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
and/or civil action.
I HAVE READ THE ABOVE AND UNDERSTA'VD THE POLICY REGARDING
MISUSE OF ALL INFORMATION FROM THE CLETS.
F*Aøç G*tuP*u
Print Name
-î€Pr, âræll
CiEy of Fresno -Police Department oRI 0r-00-500
Exhibit I 57 CLETS PPP, rev 03/13
EMPLOYEEruOLUNTEER STATEMENT FORM
Use or tNFoRMATtoN FRoM rne Ceuronu¡ Law E¡¡roncet¡e¡r TetecorvluuNtcATtoNs
SYsreu (CLETS) AND THE DepaRtuenr or Moron Venrcles Recono l¡¡ronrvlelo¡l
As an employee/volunteer 9f Hubb Systems LLC (Hubb-Datagl-l-) , yer1
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminaljustice information, mLrch of whích is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-know"
basis. The misuse of such information may adversely atfect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 identify who has access to state and local summary criminal
history information and under which circumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code sectíon 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record information, PC sections 11142 and 13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employee/volunteer who is responsible for the CLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
and/or civil action.
I HAVE READ THE ABOVE AND UNDERSTAND THE POLICY REGARDING
MTSUSE OF ALL INFORMATION FROM THE CLETS.
,-fftSo p fifôH,+S
Print Name
s€ff, ?raor{
Date
City of Fresno - Police Department oRI 0100-500
<:-.'-"
Exhibit I 57 CLETS PPP, rev 03/13
EMPLOYEEruOLUNTEER STATEM ENT FORM
Use o¡ tNFoRMATToN FRoM rHe CeuroR¡¡l¡ Lnw E¡¡ronceue¡¡r TelecorvlMuNtcATtoNS
Svsreu (CLETS) AND THE DEpentue¡¡r or Moron Venlcles Recono lHronuelo¡
As an employee/volunteer of Hubb SysE.ems LLC (Hubb-Datagl-1)you
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminaljustice information, mLrch of which is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-know"
basis. The misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 identify who has access to state and local summary criminal
history information and under which circumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record information. PC sections 11142 and 13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employee/volunteer who is responsible for the CLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
andior civil action.
I HAVE READ THE ABOVE AND UNDERSTA,VD THE POLICY REGARDING
M'SUSE OF ALL INFORMATION FROM THE CLETS.
Ttl¿ €ræeHØN
Print Name
SqPr 3, âor f
City of Fresno -Police Department oRr 0100-500
Exhibit I 57 CLETS PPP, rev 03/13
EM PLOYEE/VOLUNTEER STATEM ENT FORM
UsE oF INFoRMATIoN FRoM THE CALIFoRNIA LAw ENFORCEMEiITTELEcoMMUMcAnoNS
Sysrem (CLETS) AND THE DepeRrmerr or Moron Ven¡cus REcoRD lNronu¡nor
As an employee/volunteer of Hubb Sysbems LLC (Hubb-DaEa9ll)you
may have access to confídential criminal records, the Department of Motor Vehicle
records or other criminaljustice information, much of whidt is conlrolled by statute. All
information from the CLETS is based on the'need-to-knovV' and the "right-to-knorV'
basis. The misuse of such information may adversefy affect an individual's civíl rights
and violates the law and/or CTETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 identify who has access to state and local summary criminal
history information and under which círcumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
surnmary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record informalion. PC sections 11142 and 13303
state:
rrAny person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
percon not authorized by law to receive the record or information is gullty
of a misdemeanor."
Any employee/volunteer who is responsible for the CLETS misuse is subject to
immedíate dismíssal from employment. Violatíons of the law may result in criminal
and/or civilaction.
I HAVE READ THE ABOVE AND UNDERSTÁ,VD THE POLICY REGARDING
¡II'SUSE OF ALL INFORMATION FROM THE CLËTS.
HtR€ 6€R16t+Tp
Print Name
ffi ?,Aotf
CiEy of Fresno -Police DeparEmenE,oRr 0100-500
Exhibit I 57 CLETS PPP, rcv 03/'13
EMPLOYEEruOLUNTEER STATEM ENT FORM
Use or INFoRMATIoN FRoM tnE GnuroR¡lt¡ Lnw E¡¡roRcerue¡rr TerccouMUN¡cATtoNS
Svsreru (CLETS) AND THE Deprnruenr or Moron Venrcues RecoRo l¡¡ron¡¡renoru
As an employee/volunteer of Hubb Systems LLC (Hubb-Data911)you
may have access to confidential criminal records, the Department of Motor Vehicle
records or other criminaljustice information, much of which is controlled by statute. All
information from the CLETS is based on the "need-to-know" and the "right-to-know"
basis. The misuse of such information may adversely affect an individual's civil rights
and violates the law and/or CLETS policies.
Penal Code (PC) section 502 prescribes the penalties relating to computer crimes. PC
sections 11105 and 13300 identify who has access to state and local summary criminal
history information and under which circumstances it may be released. PC sections
11141-11143 and 13302-13304 prescribe penalties for misuse of state and local
summary criminal history information. Government Code section 6200 prescribes the
felony penalties for misuse of public records and information from the CLETS.
California Vehicle Code section 1808.45 prescribes the penalties relating to misuse of
the Department of Motor Vehicle record information. PC sections 11142 and 13303
state:
"Any person authorized by law to receive a record or information obtained
from a record who knowingly furnishes the record or information to a
person not authorized by law to receive the record or information is guilty
of a misdemeanor."
Any employee/volunteer who is responsible for the CLETS misuse is subject to
immediate dismissal from employment. Violations of the law may result in criminal
and/or civil action.
I HAVE READ THE ABOVE AND UNDERSTAÍVD THE POLICY REGARDING
M'SUSE OF ALL INFORMATION FROM THE CLETS.
Ro¿fr¡tD Pettrof)
Signature
S€PT 3, â,ot/
City of Fresno Pol-ice DepartmenE
Exh¡b¡t I
Print Name
oRI 0100-500
57 CLETS PPP, rev 03/13
ÐData9ll
/"'-" V¿J/ ov
November 19, 2oL4
Conrad Nerdahl Date
Thank you in advance for your prompt attention in processing this letter. Please do not hesitate
to telephone me with any questions, (510) 250 0830 Extension 131.
Sincerely,
Roland Renton
Software Client Support Manager
Data911 Mobile Computer Systems
2021 Challenger Drive
Alameda, CA 94501
Office: (510) 865-9100 ext 131Cell: (510) 708-3605Fax: (510) 865-9090
roland. renton@data91 1 .com
dvsupoort@data9 1 1 .com
support@data91 1 .com
2021 Challenger Drive
Alameda, CA 94501
Telephone 51 0-250-0830
Fax 51 0-865-9090
November 17,2014
ATT:Conrad Nerdahl
Fresno Police Department
2323 Mariposa Mall
Fresno, C493721
RE: Satisfaction of Fresno Source code contract deliverable
Dear Conrad,
Since Data911 has completed the tasks and satisfied the terms of the Software Enhancement
Services and MDS Extended Warranty Agreement (as outlined on page 5)to provide Fresno PD
with the source code for the current version of Data91 1 software within 30 days of the
finalization of this agreement, please sign below acknowledging the completion of our work.
Please email back to me or fax it to 510-865-9090 to my attention.
(C) Source Code. For purposes of this Agreement, "Source Code" shall mean the source
code for all software covered by the FAS Contract and this Agreement.
(i) Contractor shall within 30 days of the date this Agreement is entered into (date
first set forth above as the date the Parties made this Agreement) deliver the
most complete and current version of the Source Code to City ("lnitial Delivery").
The initial delivery will also include any third party controls in an installable and
useable format; which, the Contractor has deemed necessary and properly
licensed to rely on and add to the code to ensure proper operability.
ACTION BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING
OF'TIIE MAJORITY MEMBER AND MANAGER OF
HTJBB SYSTEMS, LLC
The undersigned, being the Majority Member and Manager of Hubb Systems, LLC, a
California limited liability company (the "Compâtry"), by its signature below, or on a counterpart
hereof, hereby actopt the follorving resolutions on behalf of the Company:
l. Authorization of Signine Autholity.
WHEREAS, the Majoriry Member and Manager have been aclvisecl that the City of
Fresno ("Fresno") needs vetif,rcation that the Chief Executive Officer of the Company, Abigail
Baker, has the authority to execute docrunents with Fresno that will be binding upon the
Company.
NOW, TFIEREFORE, be it:
RESOLVED, that Abigail Baker is hereby authorized to execute any and all documents
necessary to consurnmate the transaction(s) 'r,vith Fresno, which signature shall be binding on
Cornpany.
RESOLVED FURTHER, that the Manager of this Cornpany is, and acting alone is,
hereby authorizecl and instructed to execute any and all documents and to take such other and
ftiither action on behalf of this Cornpany as said Manager with the advice of counsel deems
necessary or appropriate to carry out the intent of this resolution.
2. Omnibus Resolutions.
RESOLVED FURTHER, that the Managel of this Cornpany is, and acting a[one is,
hereby authorized to do and petform any and all such acts, including execution of any and all
ctocuments ancl certif,rcates, as saicl Manager with the advice of counsel shall cleem necessary or
advisable, to cauy out the pulposes of the foregoing resolutions; and
RESOLVED FURTÉIER, that any actions taken by the Manager prior to the date of the
foregoing lesolutions adoptecl hereby that are within the auËhority confered fhereby æe hereby
ratified, confilmed and approved as the acts and deeds of this Company.
**{< {. **** *****
Tlús Wr'ítten Consent may be executecl in one or more counterparts, each of which shall
be an original and all of rvhich together shall be one and the same instn¡meut. This Written
Consent shall be f,rlecl in the Minute Book of this Cornpany and become part of the records of this
Company.
(l r 528) #576552. l
(sìgnarure page to þllott )
MAJORITY MEMBER AND MANAGER
Dated: September 3,2014
(IL528)#s76552.1