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Tiburon - CAD-to-CAD Interface AgreementAGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this day of December, 2014, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Tiburon Inc. , having a principal place of business at 3000 Executive Pkwy Ste. #500 San Ramon, CA 94583 . CITY and CONTRACTOR are sometimes referred to herein as a "Party" or the "Parties." ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on g��- and will continue in effect until Final Acceptance of the work has been given to CONTRACTOR unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall be immediately reported by CONTRACTOR to CITY. In that event, CITY may terminate this Agreement after having given CONTRACTOR fifteen (15) days written notice if CONRACTOR has not caused such lapse to be cured within said fifteen days. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). 4851 - 8824 -0673v4 -1- ALF104706098 B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the restrictions regarding assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the total sum of Eighty -Two Thousand Five Hundred Dollars and Zero Cents ($82,500.00), payable in accordance with Exhibit "D" ( "Payment Schedule "). The total sum to be paid hereunder includes first year of support and maintenance services for the work to be provided in the amount of Twelve Thousand Five Hundred Dollars and Zero Cents ($12,500.00). Upon completion of the work to be provided hereunder, the CONTRACTOR annual maintenance fee, payable by CITY pursuant to the Support and Maintenance Agreement, will increase by Twelve Thousand Five Hundred Dollars and Zero Cents ($12,500.00). The first year annual support and maintenance fee is included above. For subsequent support and maintenance, this annual maintenance fee will be prorated and added to the annual maintenance renewal. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed (as provided for in Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify 4851 - 8824 -0673v4 -2- ALF104706098 CONTRACTOR of the objection within twenty (20) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the Parties, so long as the Parties are working in good faith to resolve such objection through the Informal Dispute Resolution process described below. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents in the performance of the work to be provided herein, including all claims relating to the injury or death of any person or damage to any property as a result thereof. However, CONTRACTOR shall be under no obligation to indemnify and hold harmless CITY for harms arising out or related to the CITY's acts or omissions 4851 - 8824 -0673A _3 ALF104706098 D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1;000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may not unreasonably withhold. Notwithstanding the foregoing, CONTRACTOR may assign this Agreement and delegate its duties hereunder to a successor pursuant to a transfer of all or substantially all of CONTRACTOR's business without the prior written consent of CITY, provided that such assignee agrees in writing to perform all such duties and obligations, which may be evidenced by showing CITY the pertinent provisions of any such acquisition agreement. CONTRACTOR shall notify CITY of such an assignment immediately following completion thereof. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf, • CITY will not withhold state or federal income tax from payment to CONTRACTOR; 0 CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. 4851 - 8824- 0673v4 -4- ALF104706098 B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. [Intentionally deleted.]. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR, provided the Parties have completed the Informal Dispute Resolution process set forth herein. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONTRACTOR'S failure to professionally and /or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate or suspend the services of this Agreement without penalty if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. 4851 - 8824 -0673v4 ALR04706098 -5- D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the 4851 824 -0673A _6_ ALRO4706098 provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services to be provided herein by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. The Parties acknowledge that they have other contractual relationships, including one or more contracts for other work, and a support agreement (the "Support and Maintenance Agreement ") and a software license agreement (the "Software License Agreement ") relating to the work to be performed hereunder. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested, or by national overnight courier service, such as UPS or Federal Express. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed or couriered 4851 -8824- 0673v4 ALF104706098 -7- notices will be deemed delivered as of three (3) days after mailing or delivery to the courier service for overnight delivery, or upon actual receipt, whichever occurs earlier. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence, including timing of performance milestones by CONTRACTOR and payments due by CITY. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. M. Limitation of Liability In no event shall either Party be liable for any damages resulting from loss of profit or business, or for any special, indirect, punitive, incidental or consequential damages, whether arising in an action of contract, tort or other legal theory and regardless of whether such party knew or should have known of the possibility of such damages. The Parties acknowledge that the foregoing limitation shall not affect the right of the CITY to recover damages from CONTRACTOR if this Agreement is terminated and the CITY is required to engage another vendor to complete or furnish the work to be provided hereunder. The laws in some states do not allow the exclusion or limitation of incidental or consequential damages, and the above limitation or exclusion shall be construed so as to give it the maximum practical effect without violating such laws. If a court of competent jurisdiction determines that relevant laws in force may imply warranties and liabilities which cannot be excluded or limited or which can only partly be excluded or limited, then the limits on CONTRACTOR's liability set out in this Agreement shall apply to the fullest extent permitted by law. CONTRACTOR's liability for any claim, whether in tort, contract or otherwise, shall be limited to the total sum of Seventy Thousand Dollars and Zero Cents ($70,000.00) N. Informal Dispute Resolution The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth below. (a) If either Party has a dispute, that party shall bring the matter to the attention of the other Party at the earliest possible time via a signed writing, in order to resolve such dispute. 4851$824- 0673v5 _8_ ALF\04706098 (b) The Parties shall attempt in good faith to negotiate a resolution within fifteen (15) days of the delivery of the writing above. Upon request of the other Party, each Party shall provide higher level personnel to participate directly in the negotiations. For CONTRACTOR, such personnel shall be its Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer; for CITY, it's Chief of Police, Finance Director, or City Administrator. (c) Notwithstanding the fact that the Parties may be attempting to resolve a Dispute in accordance with the informal dispute resolution procedures set forth herein, the Parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. (d) Notwithstanding the foregoing, either Party may, before or during the exercise of the informal dispute resolution procedures, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. Executed at Gilroy, California.. on the date and year first above written. CONTRACTOR: Tiburon, Inc. By: I 94 0 ?,u Name: A &H Title: C AW404,44 6,rp c*,,p Social Security or Taxpayer Identification Number 33 - 0q9 Yk4 3 Approved as to Form City Attorney CITY: F GILROY By: Name: Thomas 1 a lund Title: City Administrator 4851 - 8824- 0673v4 _9_ ALF104706098 (b) The Parties shall attempt in good faith to negotiate a resolution within fifteen (15) days of the delivery of the writing above. Upon request of the other Party, each Party shall provide higher level personnel to participate directly in the negotiations. For CONTRACTOR, such personnel shall be its Chief Executive Officer, Chief Financial Officer, or Chief Operating Officer; for CITY, it's Chief of Police, Finance Director, or City Administrator. (c) Notwithstanding the fact that the Parties may be attempting to resolve a Dispute in accordance with the informal dispute resolution procedures set forth herein, the Parties agree to continue without delay all their respective responsibilities under this Agreement that are not affected by the dispute. (d) Notwithstanding the foregoing, either Party may, before or during the exercise of the informal dispute resolution procedures, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of such informal dispute resolution procedures. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: Tiburon, Inc. By: 7L� / Name: e W Bell Title: Ca! 4, oA44I&L Social Security or Taxpayer Identification Number 33 - ygg44, f 3 Approved as to Form City Attorney 4851$824.0673x4 _9_ ALF104706096 CITY: CITY OF GILROY By: Name: Thomas Ha Lund Title: City Administrator ATTEST: City Clerk EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of Services ("Services'). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign _ who will act in the capacity of Project Manager, and who will personally direct such Services. W(11 L Tp i h(S U 0 Except as may be specified elsewhere in this Agreement, CONTRACTOR shall famish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. H. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Scott Golden shall be the designated City contact person(s) Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ("Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY reasonably determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit "C ". IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. 4851-8824- 0673v4 4- ALF1047D6098 Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. ' OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. The warranties expressed herein are in lieu of all other warranties, whether express or implied, including but not limited to the warranty of fitness for a particular purpose and warranty of merchantability. Notwithstanding the foregoing, the Parties acknowledge that the work supplied to the CITY hereunder is already covered by existing warranties as well as duties of CONTRACTOR to support and maintain the work, and that such warranties and duties shall also apply to the work to be performed hereunder. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR. CITY shall have the right to inspect those books and records specifically pertaining to this Agreement at Tiburon's primary office at CITY's request. 4851 - 8824 -0673v4 _2_ ALF104706098 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received from CONTRACTOR and all other written information received from CONTRACTOR shall be held confidential by CITY and shall not, without the prior written consent of CONTRACTOR be divulged or made public; provided however that CITY may make such information public or provide it to third parties as required, in CITY's interpretation by state or federal law, including the California Public Records Act or the CITY's Open Government Ordinance, or by court process. In the event CITY receives a request for such records, CITY shall use its best efforts to promptly notify CONTRACTOR thereof. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CONTRACTOR; however, CITY shall be licensed to use the CONTRACTOR software and documentation provided herein for its internal purposes in accordance with the terms and conditions of the Software License Agreement in place between the Parties. Notwithstanding the foregoing, ownership and title to all City- provided materials and data (and data generated therefrom) shall remain vested with City; Tiburon has a license to use such materials and data solely for the purposes of providing the services hereunder. 4851 - 8824- 0673v4 ALR04706098 -3- G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: Scott Golden CONTRACTOR: Tiburon, Inc. c/o Scott Carroll 3000 Executive Pkwy. Ste. #500 San Ramon, Ca. 94583 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or 4851 - 8824 -067M -4- ALR04706098 consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 4859. 8824 -0673v4 _5 _ ALR04706098 EXHIBIT "B" SCOPE OF SERVICES [Statement of Work commences on next page.] 4851. 8824- 0673v4 _1 ALF104706098 EXHIBIT 1 PRODUCT DESCRIPTION Tiburon's CAD -to -CAD interface originally developed and implemented for 2011 Best of NIEM Award winner Arlington Virginia is now expanded for inclusion in our flagship Tiburon CAD: CommandCAD Edition product. As a participating IJIS Institute committee member, Tiburon elected to adhere to the National Capitol Regions' (NCR) Data Exchange Hub (DEH) model, ensuring standard protocols that promote swift and efficient emergency response to incidents from units on disparate CAD systems. Our standards based approach allows one or more CAD systems to work together, via a third party hub, for the purpose of resource and data sharing. Tiburon will continue to enhance the interface with additional feature sets introduced through the evolving DEH standard, based on industry need. The interface does not include the DEH supported hub or support of that hub, but does include maintenance and minor enhancement releases as part of the ongoing maintenance costs for the CAD Data Exchange (NCR has established other data exchanges). Key features of the interface include: • Unit Status Updates - CAD systems produce unit status update requests to the CAD -to- CAD Interoperability Data Exchange. The Data Exchange caches the local unit status information and returns the remote unit status information to the CAD systems. The remote unit status information is provided to exchange participants so they can produce accurate run recommendations to dispatch resources to incidents. • Request for Resource with Incident Information - CAD systems produce requests for resources requests to the CAD -to -CAD Interoperability Data Exchange. The Data Exchange inspects the requests, determines which remote CAD systems (if any) must be contacted to request units and provide incident information. The Data Exchange aggregates all responses from remote CAD systems and returns an overall aggregated response to the original, requesting CAD system. The function allows a CAD system participating in the Data Exchange to request resources from neighboring agencies which also participate in the Data Exchange. • Unit Location Awareness - CAD systems transmit additional unit location information in the Unit Status Updates in Phase I functionality. The Phase II unit location information includes the unit location in latitude /longitude and the current assigned station reference (not necessarily the home station for the unit). This information is provided in Unit Status Update responses to the CAD systems so that it is available for CAD systems which use location information in their recommendations. It is an augmentation to that operation. • Incident Details - CAD systems publish incident detail to the CAD -to -CAD Data Exchange when an incident is created, updated, or closed. The CAD -to -CAD Data Exchange forwards incident details to pertinent exchange participants. This is generally based on commonality of units involved in an incident. There is a subscription based component to this enhancement. This allows an authorized, registered subscriber to receive incident details for one or more agencies /jurisdictions in the same forwarded Tiburon, Inc. Gilroy Police Department EP -3570 CAD -to -CAD fashion that the jurisdiction's CAD system would receive them from the CAD -to -CAD Data Exchange. ■ Exchange Query - Non CAD systems use this function to query the CAD -to -CAD Data Exchange for Incident and Unit Details. These "Agents" are authorized, registered entities with permission to access the Incident and Unit information. The queries these Agents can perform are static. Agencies request a particular query based on the information contained in the request. Incident Details or Unit Details are returned in the response. • Notification - CAD systems publish Notifications to the CAD -to -CAD Data Exchange whenever an operator creates a general notification for broadcast and when an operator performs a unit log on, log off, or unit move command. The CAD -to -CAD Data Exchange forwards general Notifications to all exchange participants and forward unit log on, unit log off, and unit move Notifications to appropriate CAD systems which leverage the unit in requests for mutual aid. Notifications are also generated from Command and Control Console actions when a jurisdiction changes their Operational Status Mode. These Notifications propagate to all exchange participants. • Notification Actions - CAD system integrated, automated actions based on receiving a Notification from the CAD -to -CAD Data Exchange. These actions allow a CAD system to act without manual intervention to log on /off units or change a unit assigned station reference. ■ Operational Status Modes - CAD systems distinguish between the Emergency Override and System Override Operational Status Modes so that System Override does not eliminate a jurisdiction from being able to share mutual aid. System Override should indicate to all other exchange participants that there might be an issue with said jurisdiction and they should manually follow up on or even potentially revert back to pre- Exchange SOPS when handling requests to that jurisdiction to obtain mutual aid. Tiburon, Inc. EXHIBIT 2 — STATEMENT OF WORK As part of the work to be provided, Tiburon is responsible for the following implementation tasks for the CAD -to -CAD interface to CommandCAD: ■ Add CommandCAD support for a CAD -to -CAD application that updates a unit's coordinates. This does not record a history segment but will update the data (similar to AVL coordinate processing). ■ Add CommandCAD support for a CAD -to -CAD application to log units on and off. ■ Add support to reconcile changes. ■ Add support for move of units. ■ Operations status support. • This effort may include the addition of new CommandCAD commands, as determined necessary by Tiburon. • Add unit location (x, y coordinate) information to the USU message to the hub data exchange hub and pass the same information back to CommandCAD upon receipt of an USU message. ■ Call the hub unit update web service when a unit logon /logoff event is fired from CommandCAD and pass the information to the hub. ■ Implement a new web service to receive unit logon /logoff notifications from the hub. ■ Submit a canned message to the hub, based on operational status value. ■ Support passing transaction messages between CommandCAD and the hub. Tiburon Responsibilities ■ Upgrade Clients TEST Environment to CommandCAD 2.9. ■ Provide Client with documentation of 2.9 features /functions. ■ Update internal design documentation (Exhibit 2 CAD -to -CAD Functional Document). ■ Install and Configure the C2C components in the TEST environment. ■ Upon Client's testing, correct any discrepancies in operation based on the Scope Description and Exhibit 2. ■ Install the modified code including CommandCAD 2.9 in Client's production environment Tiburon, Inc. Gilroy Police Departmcnt EP -3570 CAD -to -CAD Client Responsibilities • Provide a Hub that replicates the functionality of the DEH hub. No changes are proposed to support a change in the hub functionality. • Designate a person to be the principal point of contact for all functional, technical questions and administrative arrangements relating to this Proposal. This person coordinates interagency testing and interactions, which is necessary when configuring and validating an install of C2C. • Provide any necessary Server Hardware to support the Data Exchange — hardware requirements are based on volume of data exchanged (which cannot be estimated at this point). • Provide VPN access to Tiburon development personnel. • Test the code for conformance with the Scope Description and Exhibit 2 using the NCR Test Plans within ten business days after Tiburon's notification the interface is ready for testing. ■ Be responsible for any System Admin and File Maintenance settings necessary to support the CAD2CAD system. ■ Provide Level 1 support for any User reported issues prior to contacting Tiburon. Level 1 support includes recreating the issue, documenting the issue, insuring that other components are working as required and that any components that are down are restarted. Tiburon, Inc. EXHIBIT 3 — FUNCTIONAL DESCRIPTION (CAD 2.9 +) This is a Functional Description — CAD 2.9+ for Phase 1 & 2 Support- (DEH Version). Description and Intended Audience The purpose of this document is to provide a description of the functionality of the CAD -to- CAD interface. User level behaviors and commands associated with this CAD -to -CAD interface are described. These support the exchange of calls and units between CAD systems for call and unit sharing, including mutual aid dispatching. Also included are certain system details to describe what occurs in the system as a result of user and system actions. Phase I vs. Phase II Except for some subtle differences in override functionality between Phase I and II, Phase II is a superset of Phase I, it just adds to Phase I functionality. Note: Phase 11 changes are clearly designated by a note at top of the topic or in the margin if only a part of the topic applies to Phase 11. . ...... ... .... Basic System Architecture Here is an overview of the basic system architecture, showing the major interface components. CAD or MSS Server External CAD Interface Middleware CAD -To- CAD ifaceConnectGat ---------------------- - - - - -- TCP /IP or W11 system eway.exe TCP /IP CAD -To -CAD adaptor Note: The C2C Interface may reside on a separate server. C2C Interface "C2C" is an abbreviation for "CAD -to- CAD ". The C2C interface is Tiburon software that assists in interfacing to external 3rd party systems. Tiburon, Inc. 7 Gilroy Police Department EP -3570 CAD -to -CAD The C2C interface is used to perform the direct communications with a Broker /Hub This proposal is for a Broker -based C2C. Middleware Broker -Based Between CAD Systems The CAD system is communicating to a middleware broker system (also known as a hub), to communicate to 1 or more remote CAD systems. Acronyms and Definitions Term Definition 3rd Party CAD A remote CAD system. Call Also known as an incident or event. Assigned A unit is assigned to a CAD -to -CAD call. It may or may not be dispatched to the call yet. Broker A middleware system that provides connectivity between 2 or more CAD systems, for the purpose of exchanging data and transactions. Primarily the exchanged data is call or unit related information. AKA Broker -based CAD -to -CAD interface. I.e. "DEH" Hub at Arlington Co VA. C2C CAD -to -CAD abbreviation. CAD The local Tiburon CAD system. Middleware A software layer that lies between the operating system and applications (such as CAD) on each side of a distributed computing system in a network. Commonly this software resides on a computer other than computers used by the applications that use this middleware. CAD -to -CAD Call A call that has multiple CAD systems involved. CAD -to -CAD Unit A unit that could be or is used by multiple CAD systems. Remote CAD One or more 3rd Party CAD systems or another independent Tiburon CAD System connected to the Tiburon CAD system. This can also refer to the Broker, where it is mentioned that CAD is sending /receiving /communicating with the remote CAD, and this is a broker -based CAD interface. Remote CAD System ID or Remote System ID The CAD agency ID of a CAD agency that managed by a remote CAD. This is not necessarily the same ID as shared with the remote CAD when the interface is communicating with the remote CAD. Rather, it is the agency ID of the remote CAD agency as known in the CAD system. Remote Call A call that has been initiated by a remote CAD which involves our CAD /units. In other words, the source of the call is the remote CAD system. Local Call A call in the local CAD, requesting assistance from a remote CAD. In other words, the source of the call is the local CAD system. Remote Unit A unit that is managed by a remote CAD system. Local Unit A unit that is managed by the local CAD system. Remote Dispatcher /User A user or dispatcher of the remote CAD system. Local Dispatcher /User A user or dispatcher of the local CAD system. SOP Standard operating procedure. CAD -to -CAD interface Tiburon middleware that is designed to facilitate communications between systems. Tiburon,Inc. 8 Gilroy Police Department EP -3570 CAD -to -CAD Field Translations: Broker -Based CAD -to -CAD In a Broker -Based CAD -to -CAD interface, the broker performs the translations of field codes between codes on the CAD system and those used one or more remote CADs. These translations include: ■ Call type ■ Unit status Configuration These are the configuration options for CAD and the interface. CAD Configuration These are configuration items that are integrated into existing CAD configuration windows, i.e. existing CAD File Maintenance. Remote CAD Agency Definition in File Maintenance There is a remote CAD system ID field in the Agency Table. If specified, this indicates agency's units are controlled by a remote CAD system. While this needs to be filled in for remote CAD agencies, the value is for informational purposes and can be set to any value. The recommended value would be the system ID that the broker uses to identify remote systems. Remote Unit Definition in File Maintenance In the Unit Definition table: • If a unit is defined with an agency that has a remote CAD system ID then the unit is considered a remote unit. • There is a flag to indicate if a local unit is available for request by a remote CAD. CAD -to -CAD History Segment Tick Mark Each history segment written by the CAD -to -CAD interface has a tick mark (default of ='). This tick mark is configured in System Options under the System Colors and Tick Marks tab and in the CommandCadUtilities.xsl with the xsl variable of "tickmark hist from interface ". Remote Unit Unavailable Tick Mark When a remote unit is unavailable the unit's ID in the Unit Status Monitor, the' &'tickmark is prefixed to the unit ID and the text color turns orange (by default). The tickmark and text color options are available in System Options under the Unit Status Colors and Tick Marks tab. Tiburon, Inc. Gilroy Police Department EP -3570 CAD -to -CAD Interface Configuration These are new configuration items not integrated into existing CAD configuration windows. ■ Remote CAD System ID translation table The Remote CAD System ID translation tableis used by the interface to translate a CAD System ID to the ID that it is known as to the remote CAD / Broker. ■ Unit status update interval. The unit status information for all logged on CAD -to -CAD units is sent every [n] seconds. Default of 5 seconds. ■ Remote CAD connectivity information. I.E. URI, port, etc. These vary based upon the communications requirements of the interface. ■ Default inbound remote call Type ■ This defines the default remote call type. This is used if a call is created from a remote CAD, and the call type is not defined in CAD or otherwise unusable (out of service, excluded, advised). Note: ■ Integrated notification flag This is a Phase II This option is a switch that either turns on integrated notifications or turns them off. configuration task p g This determines if unit log on, log off and moves are automatically performed (enabled), or if the user must perform an action to do them (disabled). Call History Segments These are a list of call history segments that pertain to CAD -to -CAD. ■ Here is a list of the call history segments in CAD. These are specific to the CAD -to -CAD interface. For uniformity, all start with "C2C ". The type length is limited by the CommandCAD base length of 6 characters. The user my change the display of these history segment names through the Codes table to be a name that is limited by the client specific metric of LSEGMENT. Please note that LSEGMENT should not be increased past 8 characters, since as this metric increases the amount of space for the history segments' fields decrease. Tiburon, Inc. 10 Gilroy Police Department EP -3570 CAD -to -CAD Call history segment type Comments C2CDIS Remote CAD has dispatched 1+ remote units requested by CAD. C2CLST Note: C2CMSC This is a Phase II task C2COVR Contains the remote CAD's due order list for a remote call. Miscellaneous call comments. An override is in effect for a call. C2COVX An override is no longer in effect for a call. C2CREJ A user or CAD system has rejected a request for units. C2CREQ Local units requested by the remote CAD that are now pending dispatch or rejection by a local user. C2CRES A response from the remote CAD, for a remote CAD unit requested by local user. C2CACT Action required by a local user for a remote unit. ■ A list of CAD -to -CAD history segment types in CAD /2000 and their corresponding CommandCAD types. CAD /2000 history segment type CommandCAD history segment type DISP -ACK C2CDIS R2DUORDE N/A C2CLST C2CMSC R2OVR -ON C2COVR R2OVR -OF C2COVX R2REJECT C2CREJ R21REQUES C2CREQ R2RESPON C2CRES DSPI NFO C2CACT ■ Text for the configurable CAD -to -CAD response, dispatch action, and rejection text are in the TXT System Codes table This text shows in the history segments C2CRES, C2CACT, & C2CREJ and, if it's a dispatch action or rejection, in the unit's location in the Active Units and Calls monitor. The text for these statuses must fit within the maximum size of the location fl ;e they are truncated in the location fields. Tiburon, Inc. Gilroy Police Department EP -3570 CAD -to -CAD TXT Code Default text C2EMEROVRD == EMERGENCY OVERRIDE IN EFFECT, CLEAR UNIT == C2NOUNIT == UNKNOWN UNIT; CALL TO VERIFY =_ C2REQACPT REQUEST ACCEPTED, AWAITING DISPATCH C2REQREJ == REQUEST REJECTED, CLEAR UNIT =_ C2REQTOUT == REQUEST TIME OUT, CLEAR UNIT == C2SYSOVRD == SYSTEM OVERRIDE IN EFFECT; CALL TO VERIFY == C2SYSREJ == SYSTEM REJECTED, CLEAR UNIT == C2UNITCLEAR = =UNIT READY FOR CLEARANCE C2UNRCH == UNREACHABLE, CLEAR UNIT == Use Cases — CAD -to -CAD Calls and Dispatching These are use cases related to calls and dispatching units to calls. CAD Receives a Unit Dispatch Request From a Remote CAD CAD receives a dispatch request from a remote CAD. This is either for a new call not already in the local CAD system, or an existing call that was created from a previous dispatch request from the same remote call. Dispatcher Receives and Processes the Call If this is a new request for local units, a new call appears on the dispatcher workstation as per current CAD functionality. If this is an additional request for local units for the same remote call, and the local call is still active, the call has new information for the dispatcher to review. The active or pending window indicates an update to the call as per current CAD functionality. But if the local call is already closed, this is treated as a new request. The dispatcher selects the call. The dispatch command, along with the recommended local units requested by the remote CAD, appears on the command line, in the order requested by the remote CAD. This list is in lieu of the normal CAD recommended unit list. The following five actions that can occur after call selection: 1. Dispatch all recommended units. 2. Dispatch a subset of the recommended units. This is considered a system rejection of the units that were not included. 3. Cancel the call. This rejects all recommended units. This is considered a system rejection. 4. Reject the CAD -to -CAD request for specific units, directly via the REJECT command. This is considered a direct rejection. Tiburon, Inc. 12 Gilroy Police Department EP -3570 CAD -to -CAD The REJECT command has the following syntax: REJECT [.call] [unitl] [unit2] [unit3] ... Note: The REJECT command can be performed before call selection. 5. Add to the list of recommended units or exchange requested units with other units. Stacking may not be performed on the call and remote units are not allowed to be dispatched to the call. System Interaction The following describes the system actions occurring when receiving a unit dispatch request from a remote CAD. Unit Validation of Units Requested by the Remote CAD Each unit available for dispatch is added as a recommended unit on the call and added to an assigned unit list, in the order received from the remote CAD. For each unavailable unit, the CAD -to -CAD interface automatically rejects the unit request through the broker and those units are not added as recommended units. Call Creation- Units Requested for a New Call If the CAD -to -CAD request is not an additional request from a remote call for which a local call has already been created, a new call is created. Here is information regarding the creation of the call in the CAD system. These are internally done by the CAD. ■ Call fields received from the remote CAD are noted in the call history entry segment. ■ Call fields received from the remote CAD are placed into the corresponding fields on the call. See the table below for fields received from the remote CAD. ■ If the call type is not defined in the local CAD, a configurable default is used instead. ■ Each local unit requested by the remote CAD is stored in an internal system recommended -units area, not visible to users until they select the call. This list is in the order the units were requested. ■ The call's dispatch group and station /beat /district are obtained from the current dispatch group of the first requested unit. ■ It is expected that locations are not verified normally, and are entered as an overridde location, due to differences in geographical data between systems. ■ The call appears on the dispatcher status monitor as per standard CAD functionality, for further action by the dispatcher. The call's history updates with three new history segments: Tiburon, Inc. 13 Gilroy Police Department EP -3570 CAD -to -CAD Segment 1 Segment Data Contents Segment type C2CREQ Text/fields as seen by users [unit ids] RemSys: [remote system name] RemTerm:[remote term] RemOper.[remote operator] Segment 2 Segment Data Contents Segment type C2CLST Text/fields as seen by users Comment: [a list, received from the remote CAD, of all of the remote CAD and units currently assigned to the call. Note that this list, as received, is in the order they were dispatched to the call. A space separated list. Has to be in the comment field because all fields besides Comment: are limited to 250 characters.] After call creation, the interface sends the appropriate dispatch- request response to the remote CAD, including the list of immediately assigned and rejected units. On call creation failure, the appropriate message is sent to the remote CAD, and all requested units are marked as rejected in the response message to the remote CAD. Exception — Call Creation If CAD cannot create the call, all units are considered rejected and the remote CAD notified as appropriate. Call Fields Received from Remote CAD Call information from the remote CAD includes the following fields. Call field Comments Requesting remote CAD's agency Requesting remote CAD's call number Requested CAD's unit list Full remote CAD assigned unit list. Due order list. Timestamp remote CAD System creates / sends message. Call Location /Address Call Type /Code Call Type Description Fire Box/Gdd #(s) a.k.a. Run Card ID Tiburon, Inc. 14 Gilroy Police Department EP -3570 CAD -to -CAD Call field Comments Radio Channel for Communication Provided by the remote CAD, so the dispatched units know the radio channel to switch to Supplement (comment description) Entry comments on the appropriate call history field and call history segment. Additional Requests- Units Requested for an Existing Call If the call already exists because this is a additional request from the same remote call, and has been dispatched to, and the remote system is requesting more units for the call, the call appears in the pending calls window as a notification to be re- selected by the dispatcher. This notification contains the text "C2C REQUEST" in the pending call's Info column in the pending event window. System Rejections System rejections are unit request rejections processed by the system, rather than explicitly done by a dispatcher. System rejections occur in the following scenarios: ■ When the requested unit is assigned to another call or otherwise unavailable for dispatch. ■ When the requested unit is omitted from the dispatch command. ■ When the dispatch command is generated, displays the requested units, and the remote CAD performs a subsequent unit request, then running the dispatch command without re- selecting or adding that unit reject the subsequently requested units. ■ When the call is cancelled or closed, and the call has requested units still pending dispatch. Dispatch Results The appropriate unit assign, unit dispatch and /or unit reject messages are sent back to the remote CAD by the interface. ■ On normal dispatch the call histories are updated as per standard dispatching normally done by CAD. ■ On explicit unit reject via REJECT command, or cancelling the call, or system rejection, one or more call history is added: Segment Data Contents Segment type C2CREJ Text/fields as seen by users [unit or unit list] Dispatcher Wants to See All Requests for Units When a unit is requested for a call they are internally assigned to the call meaning they cannot be logged off until that is resolved. The dispatcher and mobile user will need a way to find out what call(s) the unit is requested for. The C2CL command displays a list of all currently requested units or requested units for a particular call. Requested units can be rejected from the list by clicking a link. Tiburon, Inc. 15 Gilroy Police Department EP -3570 CAD -to -CAD The command uses the following format: C2CL .[call] [unit ID] Agency: Group: Service: The user can specify a list of calls and unit IDs in the command. If none are provided all units that are currently requested are displayed in the list. System Interaction The command produces an XML and HTML output with the following columns: ■ Unit ■ Call • Action • Service ■ Type ■ Location The Action column contains a single link to reject the request. Dispatcher Dispatches a Remote Unit to a Local Call Remote units present in the local CAD as CAD -to -CAD units can be dispatched to calls. For dispatching, these units are used by dispatchers in the same manner as local units. The local user can control the remote unit at all times, but there is usually no need to because all unit status changes are automatically applied as the remote CAD updates their status. The CAD user may request units from more than one remote CAD. Dispatching is done in the same manner as done for a normal dispatch of local units, though procedurally the dispatcher should specify the radio channel number in the Channel field parameter, so the remote units know the radio channel for the call. The dispatch command line should contain the following: D [unit list...] Channel:[radio channel number] Also, any command that dispatches a unit to a call can be used to request a remote CAD (backup, dispatch enroute, dispatch onscene, exchange unit, etc. ). System Interaction The following describes the system actions when a remote unit is dispatched to a local call. Call Fields Sent to the Remote CAD The table below displays the call data sent to the remote CAD. Call field Comments Requesting CAD's agency Requesting CAD's call number Requested CAD's unit list Full remote CAD assigned unit list. Due order list. Tiburon, Inc. 16 Gilroy Police Department EP -3570 CAD -to -CAD Call field Comments Timestamp CAD System creates / sends message Call Location /Address Call Type /Code Call Type Description Fire Box/Grid #(s). Run Card ID Radio Channel for Communication Channel field from the command that requested to unit Supplement (comment description) Entry comments on the appropriate call history field and call history segment. Location of Interest (LOI) info is appended. This includes i.e. hazmat info; asbestos info;, fire pump system out of service — send extra units This data is contained in the following call history segments: PINFO FINFO Response Received From the Remote CAD A response is received from the remote CAD, indicating the results of the resource request. If the request succeeded, the requested units are assigned to a call on the remote CAD, but are not yet dispatched to the remote call by a remote dispatcher. The remote unit's assignment to the local call is now flagged as pending dispatch acknowledgement, but the local dispatcher may still change the unit's status on the call, but does not need to as this is done automatically via remote unit status updates. A call history segment is added to the dispatched call. There is one segment added for each remote unit requested, as follows. Segment Data Contents Segment type C2CRES, C2CREJ, or C2CACT Text/fields as seen by users On success: C2CRES [Unit ID] Response: REQUEST ACCEPTED, AWAITING DISPATCH Or C2CACT [Unit ID] Action: SYSTEM OVERRIDE IN EFFECT; CALL TO VERIFY More details: REQUEST ACCEPTED, AWAITING DISPATCH: Request was accepted and the units are awaiting dispatch from the remote CAD. SYSTEM OVERRIDE IN EFFECT; CALL TO VERIFY: A system override is in effect so there is no need to wait for a dispatch acknowledgement and communication with the other jurisdiction should be done manually. On non - success: C2CACT [unit ID] Action:[ Action text] Or C2CREJ [unit ID] Comment: == SYSTEM REJECTED, CLEAR UNIT == [Action text] is similar to one of the following, to inform the dispatcher the unit request was not successful and the following action needs to be taken. Tiburon, Inc. 17 Gilroy Police Department EP -3570 CAD -to -CAD Segment Data Contents == REQUEST TIME OUT, CLEAR UNIT == == UNREACHABLE, CLEAR UNIT == == UNKNOWN UNIT: CALL TO VERIFY == == EMERGENCY OVERRIDE IN EFFECT, CLEAR UNIT == More details: REQUEST TIME OUT: Communications to the remote CAD are established, but timed out waiting for initial response. UNREACHABLE: Communications to the remote CAD are not fully established. UNKNOWN UNIT: Unknown unit on the remote CAD. EMERGENCY OVERRIDE IN EFFECT: The remote CAD is not accepting CAD-to- CAD requests at this time. SYSTEM REJECTED: The remote system automatically declined the request for the specified unit because the unit is not available. On non - success or system override: • If the response call segment indicates non- success or a system override, no further information regarding the dispatch request is sent or received between the remote and local CAD. • On the unit status monitor, the unit location is updated with the appropriate text message. This message is present until a dispatcher clears the unit from the call. Dispatch response received from the remote CAD When the remote dispatcher dispatches the requested remote units, a call history segment is added for each unit: Segment Data Contents Segment type C2CDIS Text/fields as seen by users [Unit ID] RemCall:[remote call number] RemSys: [remote system ID] Tiburon, Inc. 18 Gilroy Police Department EP -3570 CAD -to -CAD When the remote dispatcher rejects requested remote units: 1. A call history segment is added for each remote unit: Segment Data Contents Segment type C2CREJ Text/fields as seen by users [Unit ID] Comment: == REQUEST REJECTED, CLEAR UNIT == RemSys: [remote system ID] 2. On the unit status monitor, the unit location is updated with the appropriate text message. This message is present until a dispatcher clears the unit from the call. Dispatcher Exchanges a Remote Unit With Another Remote Unit Dispatcher exchanges a remote unit with another remote unit. System Interaction See the "Dispatcher Dispatches a Remote Unit to a Remote Call" use case below. Dispatcher Dispatches a Remote Unit to a Remote Call Dispatcher attempts to dispatch a remote unit to a remote call. System Interaction The system does not allow this to occur. A failure message is returned. Stacking a Remote CAD -to -CAD Call A call that was requested from the remote system cannot be stacked to. System Interaction The system does not allow this to occur. A failure message is returned. Dispatcher Dispatches Remote Unit to an Out -of- Service, Non - Numbered Call Dispatcher attempts to dispatch a remote unit to an out -of- service non - numbered call. An error message displays to the user stating that remote units may not be assigned to non - numbered calls. System Interaction The system does not allow this to occur. A failure message is returned. Tiburon, Inc. 19 Gilroy Police Department EP -3570 CAD -to -CAD Remote CAD Dispatch is Manually Acknowledged in CAD Under special circumstances such as when an override is in effect, the CAD dispatcher may use the DACK command to effect a dispatch acknowledgement. Prior to issuing the command, the CAD dispatcher likely received verbal confirmation from the remote dispatcher or unit, indicating the remote unit was dispatched. The local user can still progress the status of the unit on this call without a DACK being ran but any unit status updates coming through the exchange are ignored until an acknowledgement is done. The DACK command has the following command syntax: DACK [unit ID list] Comment: [comment] For example, to note that the remote dispatcher confirmed the dispatch of unit E403, DACK E403 System Interaction A call history segment is added to the call history. Segment °Data. Contents Segment type C2CDIS Text/fields as seen by users [Unit ID list] Comment: [comment] Manually Reject Requested Units CAD receives a dispatch request from a remote CAD. The user can manually reject a requested unit or units.. CAD receives a dispatch request from a remote CAD. The user runs the REJECT command either on the call that has requested units who are pending dispatch or on any number of units requested for this call. The REJECT command has the following syntax: REJECT [.call] [unitl] [unit2] [ unit3]... Comment: [comment] At least one call number or one unit ID is required to run this command. When a call number is specified all requested units on that call are rejected. When a unit ID is specified that unit is rejected. Multiple units or calls may be specified. Tiburon, Inc. 20 Gilroy Police Department EP -3570 CAD -to -CAD System Interaction The system writes a C2CREJ history segment: Segment Data Contents Segment type C2CREJ Text/fields as seen by users on [rejected units] Comment: [comment] call history Call History is Queried for a Remote Call Call criteria related to CAD -to -CAD calls can be specified in a call history query. Additional call history query search criteria are available: • A flag to indicate to search only for CAD -to -CAD calls. • Remote CAD system ID. • Remote call number. The IHQ command would be modified to include the following fields: IHQ RemSysID:[remote system ID] RemCall:[full remote call number] RemType: L (for local CAD -to -CAD call), R (for remote CAD -to -CAD call) , or B (for both) System Interaction CAD uses the additional search criteria as appropriate. Use Cases — Unit Status Changes These are use cases related to unit status changes. If a use case is not listed here, then normal CAD functionality applies. Remote CAD Changes Remote Unit Status, Unit Not on a Local Call A remote unit status update is received from a remote CAD. The remote unit is not currently assigned to a local call. Except when a remote unit clears a local call and is awaiting the dispatcher to clear the remote unit, no local user action is needed. System Interaction There are two specific cases to be handled: ■ Remote unit is locally assigned to a local call and is awaiting unit clear by the CAD dispatcher Tiburon, Inc. 21 Gilroy Police Department EP -3570 CAD -to -CAD The update is ignored. This situation occurs when the remote CAD has cleared the remote unit from a local call, and the CAD dispatcher has not yet cleared the remote unit from the call. ■ All other cases The remote unit status is updated in CAD, if necessary, to indicate the remote unit is either available or unavailable for dispatch recommendation. When the unit is marked as unavailable they have a prefix flag that defaults to ' &' and change color in the unit status monitor. The flag is called "C2C Unavailable ". A unit history of UNAV with the CAD -to -CAD history tick mark is written. Configuration of this tick mark is under the "CAD Configuration" section "CAD -to -CAD History Segment Tick Mark ". Segment Data Contents Segment type UNAV Text/fields as seen by users [Unit ID] Remote CAD Changes Remote Unit Status, Unit on a Local Call There is a local call that has remote units assigned to it. A remote CAD changes the status of a remote unit on the call. No user interaction occurs during this use case. System Interaction The remote unit status is updated in CAD according to its actual status received from the remote CAD. On a remote unit status change which results in a unit status change other than clearing the call, a call history segment is added: Segment Data Contents Segment type [normal status change segment type] Text/fields as seen by users [Unit ID] When the unit status update for a remote unit shows the unit in TRANSPORT status, and no location is specified, the transport location is set to "UNKNOWN DESTINATION ". Remote CAD Clears Remote Unit, Unit on a Local Call There is a local call that has remote units assigned to it. The remote CAD clears a remote unit from the call. This is noted on the call and in the unit's location as "= =UNIT READY FOR CLEARANCE __ ". The dispatcher should then clear the remote CAD from unit from the call via a standard unit clear command. Tiburon, Inc. 22 Gilroy Police Department System Interaction EP -3570 CAD -to -CAD There are visual indicators that the remote CAD cleared the remote unit from the call: ■ The CAD dispatcher will see the remote unit clear in the call history. A call history segment is added for the remote unit: Segment Data Contents Segment type C2CACT Text/fields as seen by users [Unit ID] Action: = =UNIT READY FOR CLEARANCE ■ The location field for the unit, in the unit status monitor, is updated to include a text message similar to "= =UNIT READY FOR CLEARANCE = =." Remote CAD Dispatches Non - Requested Units to a Local Call There is a local call that has remote units assigned to it. Remote CAD dispatches more remote units than requested, or dispatches a different set of units than requested. No user interaction occurs during this use case. System Interaction If the remote CAD dispatches further remote units to the local call, and they were not requested by CAD, they are added to the call. The local CAD must have them cleared from any previously assigned call. A call history segment is added: Segment Data Contents Segment type BACKUP Text/fields as seen by users [Unit ID] Local Dispatcher Changes Status of a Remote Unit on a Local Call Generally, the remote unit status is expected to be managed by the remote CAD, unless the local CAD or remote CAD is in a system override state, or the call is in a call override state. It is possible for a dispatcher to change the status of a remote unit assigned to a local call. The change is reflected in CAD, but the remote CAD will not be informed of the change to the remote unit. Local dispatcher performs a status change command on a remote unit assigned to a local call. Tiburon, Inc. 23 Gilroy Police Department EP -3570 CAD -to -CAD System Interaction The change is reflected in CAD. Local CAD Logs On, Logs Off, or Moves a Local Unit Note: This is a Phase II Use Case. A local user logs on, logs off, or is moved to a different station. System Interaction Upon a unit log on, log off or move a notification is sent to the remote CAD. Remote CAD Logs On, Logs Off, or Moves a Remote Unit LNote-_This is a Phase II Use Case. A remote user logs on, logs off, or moves a remote unit to a different station. No user interaction occurs during this use case. System Interaction If integrated notification is turned on, so as to perform the operation automatically without local dispatcher intervention, the associated CAD action is executed, and a message sent to the controlling dispatcher, to state that the system has logged in, logged off, or moved the given unit to a different station. If integrated notification is turned off, then the message provides a link to perform the operation in the message. If the MSS is down, then the message is sent directly to the controlling dispatcher. If the station doesn't exist in our system, an error message containing the station ID that doesn't exist is sent to the controlling dispatcher. Local Unit Attempts to Log Off and Is Requested for a Remote Call Note: This is a Phase II Use Case. A local unit tries to log off from CAD but is requested on a remote call. System Interaction The command returns an error and the user needs to look for the requests pending for that unit. See "Dispatcher Wants to See All Requests For Units" for more information. Tiburon, Inc. 24 Gilroy Police Department Remote Unit Changes Coordinates ( Note: This is a Phase II Use Case. A remote unit changes coordinates. System Interaction EP -3570 CAD -to -CAD CAD processes this change the same as any other unit coordinate change. For example the remote unit, if displayed on the map, shows at a new point. If response list unit suggestion is used and calculated routing or the metric DISTPERCENT is set to 0 the new coordinates are used to determine the units suggested. Local Unit Changes Coordinates Note: This is a Phase II Use Case. A local unit, that does not have to be AVL equipped, changes coordinates. System Interaction The coordinates are associated to the unit and sent to other CAD systems for processing. Use Cases - Incident Detail Sharing / Call Updates Note: All of the Use Cases described in this section are part of Phase 11. For CAD -to -CAD calls, certain call update information is shared between CAD systems. This information consists of certain call detail updates. When certain updates are made to a remote call, the call update is received from the remote CAD. This causes an update to the call details and /or call history. Remote CAD Changes a Remote Call Where Our Units Are Involved Note: This is a Phase II Use Case. The remote CAD has updated a remote call. No user interaction occurs during this use case. Tiburon, Inc. 25 Gilroy Police Department EP -3570 CAD -to -CAD System Interaction The remote CAD changes one of the following call fields listed in the table below. Only call fields that are received are processed. The call fields received in this change update are reconciled in the manner described below. Field Reconciliation Description History Segment Type Location The location is always considered as an override CHANGE or INFO address and are not automatically verified. Local call location changes are noted in an INFO segment. Remote call location changes update the call and appear in a CHANGE history segment. Channel Changes the channel in the call. CHANGE or INFO Local call location changes are noted in an INFO segment. Remote call location changes update the call and appear in a CHANGE history segment. Call Type If the call type is a valid type and this is a remote call, CHANGE or INFO the call type will change. Otherwise, it is put into the call history as information only (INFO history segment). Call Type Description Changes the call type description in the call. CHANGE or INFO Local call type description changes are noted in an INFO segment. Remote call type description changes update the call's type description and are noted in a CHANGE segment. Fire Box (Run Card ID) Adds an INFO history segment that simply notes the INFO remote CAD system's run card Due Order Adds a C2CLST history segment showing the new due C2CLST order. Comment Adds a comment to the call. C2CMSC The following is a further description of the particular call history segments in the table above: Segment Data Contents Segment type CHANGE Text/fields as seen by users Each field that is internally flagged to show changes are displayed as: [name of field changed]: [prior value] > [new value] Otherwise the field display as: [name of field changed]: [value] Segment type INFO Text/fields as seen by users Each field displays as: [name of field changed]: [value] Segment type C2CLST Tiburon, Inc. 26 Gilroy Police Department Segment Data Contents Text/fields as seen by users Comment: [Full due order.] Segment type C2CMSC Text/fields as seen by users Comment: [comment text] EP -3570 CAD -to -CAD Remote CAD Changes a Local Call Note: This is a Phase [I Use Case. J The remote CAD has updated a local call. No user interaction occurs during this use case. System Interaction CAD does not change the local call but notes the remote call's information in an INFO history segment. For call fields the following call history segment is added to the call: Segment Data Contents Segment type INFO Text/fields as seen by users Each field displays as: [name of field changed]: [value] For comment updates the following call history segment is added to the call: Segment Data Contents Segment type C2CMSC Text/fields as seen by users Comment: [comment text] Local CAD Changes a Local CAD -to -CAD Call Note: This is a Phase II Use Case. The local CAD has updated a local call which adds call history segments to the call. Certain information in certain call history segments is sent to the remote CAD. System Interaction When one or more of the call fields are changed (see list below), a call update is sent to the remote CAD. Only call fields that can be accepted by the remote CAD system and broker are sent. ■ Location ■ LOI (sent as a call comment preceded by the text'LOC INFO:' Tiburon, Inc. 27 Gilroy Police Department EP -3570 CAD -to -CAD ■ Call type ■ Call type description ■ Fire box (run card ID) ■ Due order ■ Comments Use Cases - Overrides There are some CAD -to -CAD information sharing and CAD -to -CAD overrides that can be done. Phase I Note: As per the CAD2CAD_ Ph2_ Descrip _20111215_v1.5.03_FINAL.pdf from NCR /DEH, in phase I Emergency and System Override business logic are handled the same, and for both, a CAD system's units shouldn't be considered to be available for mutual aid. Pertinent Excerpts "Currently, the Exchange business logic implements System Override in exactly the same manner that Emergency Override is implemented." Note: This excerpt only applies to Phase II. Emergency Override "Once a remote jurisdiction is placed into Emergency Override OSM, its units are off the table for recommendation by participants in the CAD2CAD Exchange." Note: This excerpt only applies to Phase II. System Override "However, the jurisdiction will not provide mutual aid to other remote jurisdictions when in System Override mode." Note This excerpt only applies to Phase I1. Call Level Override for Unit Status Update A call level override can be specified for a local call. If this is in effect for a local call, then incoming unit status updates for remote units currently dispatched to that call are skipped. The main purpose of this flag is to allow the local dispatcher to change remote units' statuses as they would like. Tiburon, Inc. 28 Gilroy Police Department EP -3570 CAD -to -CAD To enable and disable call level override for a call, following is done from a CAD command line: OVR [•/ #][call number] OVRX [ . / #] [call number] System Interaction When a call -level override is in effect, the remote units on the local call are not affected by unit status updates coming. Remote requests are still issued from calls that that have the override flag set. When this is cancelled the call starts updating remote unit statuses again. A call history segment is added to the call: Segment Data Contents Segment type C2COVR or C2COVX Text/fields as seen by users none Local CAD Enters Emergency Override - Middleware Broker Feature This override state is managed by and a feature of the Middleware Broker software. This use case occurs when the Middleware Broker software places the local CAD system into an Emergency Override mode. Emergency override is intended to inform the remote systems that the local CAD system is not participating in new CAD -to -CAD calls and unit requests from a remote CAD. The local CAD system is still sending unit status updates to the remote CAD, and sending requests to a remote CAD. However, CAD does provide units to a remote CAD system. Dispatchers will not receive CAD -to -CAD requests from a remote CAD, while CAD is in Emergency Override. System Interaction CAD -to -CAD requests will not be received from a remote CAD. CAD continues to send unit status updates to the remote CAD, and send unit resource requests to the remote CAD. Remote CAD Enters Emergency Override - Middleware Broker Feature This override state is managed by and a feature of the Middleware Broker software. This use case occurs when the Middleware Broker software places a remote CAD system into an Emergency Override mode. Emergency override is intended to inform the local CAD system that a remote CAD is not participating in CAD -to -CAD calls and unit requests. Tiburon, Inc. 29 Gilroy Police Department EP -3570 CAD -to -CAD The remote CAD is still sending remote unit status updates, and sending CAD -to -CAD requests to CAD. However, the remote CAD will not provide units to CAD. No user interaction occurs during this use case. System Interaction CAD dispatchers see the affected remote units as unavailable for dispatch. Remote units which are not currently assigned to calls are changed to an unavailable status in CAD. Remote units currently assigned to calls are not affected. The remote CAD is still expected to send remote unit status updates if possible. The units remain in an unavailable status in CAD, however. In the case the Emergency Override is in effect on a remote CAD, but CAD wasn't yet informed, then CAD -to -CAD requests in- progress for a remote CAD in Emergency Override will have the requests responded to with a override reject notification from the remote CAD, and will indicate the remote CAD is in the override state. The following call history segment is added, and the unit status monitor is updated with the segment content text. Segment Data Contents Segment type C2CACT Text/fields as seen by users on [units] Action: ==EMERGENCY OVERRIDE IN EFFECT, CLEAR UNIT == call history Local CAD Enters System Override - Middleware Broker Feature Note: This section applies to Phase II. System Override is managed by and a feature of the Middleware Broker software System Override state indicates CAD -to -CAD is not operational, likely due to technical difficulties of the Middleware Broker to fully communicate with the local CAD system. If possible, the local CAD system receives unit status updates from the remote CAD, and sending requests for remote units to a remote CAD. The middleware broker changes all of our unit statuses as "SYSTEMOVERRIDE" to other remote CAD systems, so they must use a manual SOP when requesting units. No user interaction occurs during this use case. Tiburon, Inc. 30 Gilroy Police Department System Interaction EP -3570 CAD -to -CAD CAD continues to attempt to normal function to send unit status updates to the remote CAD, and send CAD mutual aid requests to the remote CAD. Remote unit resource requests are not received from remote CADS. Remote CAD Enters System Override - Middleware Broker Feature Note: This section applies to Phase II. System Override is managed by and a feature of the Middleware Broker software System Override state indicates CAD -to -CAD is not operational with a particular remote CAD, likely due to technical difficulties of the Middleware Broker to communication with a remote CAD. The remote CAD is still receiving unit status updates, and sending requests. However, the exchange changes all of the remote jurisdiction's unit statuses as "SYSTEMOVERRIDE" so CAD dispatchers will have to use a manual SOP when requesting remote unit resources. CAD dispatchers will see the remote units as available for dispatch. In the case the System Override is in effect on a remote CAD but CAD wasn't yet informed, CAD requests in- progress for a remote CAD in System Override are responded to with a system override notification from the remote CAD, and will indicate the remote CAD is in the system override state. This is added to the call history in the history segment C2CRES with a field of " == SYSTEM OVERRIDE IN EFFECT; CALL TO VERIFY -. ". Note: System Override is set via the Middleware Broker software. See their documentation for more details. System Interaction Note. This section applies to Phase II. - -- -- - - -..... _ .... ....... Remote units currently assigned to calls are not affected. The following call history segment is added. Segment Data Contents Segment type C2CACT Text/fields as seen by users [units] Action: == SYSTEM OVERRIDE IN EFFECT; CALL TO VERIFY == on call history Tiburon, Inc. 31 Gilroy Police Department EP -3570 CAD -to -CAD Use Cases - System Status Management This section describes what occurs in CAD as a result of changes in the status of the interface. These are based on prior Tiburon custom CAD -to -CAD functionality. Communication to the Remote CAD is Lost or Restored The communications connection between CAD and the remote CAD is lost or established. No user interaction occurs during this use case. System Interaction ■ On CAD -to -CAD communications lost: ■ The System Status Monitor displays a CAD -to -CAD message similar to "CAD -TO -CAD COMMUNICATIONS LOST ". ■ On CAD -to -CAD communications established: ■ The System Status Monitor CAD -TO -CAD message is cleared. CAD -to -CAD Interface Goes UP or DOWN The CAD has determined that the CAD -TO -CAD interface is not operational, for a reason other than the lack of communications established to the remote CAD. No user interaction occurs during this use case. System Interaction ■ On CAD -to -CAD interface down: ■ The System Status Monitor displays a CAD -to -CAD message similar to "CAD -TO -CAD INTERFACE DOWN ". ■ On CAD -to -CAD interface up: • The System Status Monitor removes the displayed CAD -to -CAD message. • The System Status Monitor CAD -TO -CAD Message is Cleared. Use Cases — Broadcasting Note This section applies to Phase II. This section describes what occurs in CAD as messages are broadcasted between the Local CAD and the Remote CAD systems. These are based on prior Tiburon custom CAD -to -CAD functionality. Broadcast Message to Remote CAD Systems Note This section applies to Phase II. A broadcast message can be sent to 1 or more remote CAD systems. Tiburon, Inc. 32 Gilroy Police Department EP -3570 CAD -to -CAD When using the MSG command with a terminal ID that is associated to CAD -to -CAD interface, the other remote CAD systems receive and process the message as per their CAD system functionality. System Interaction The terminal associated to the CAD -to -CAD interface is defined in the interface configuration. Broadcast Message from Remote CAD System Note: This section applies to Phase II. A broadcast message is received from a remote CAD system or is an informational message from the broker middleware itself. No user interaction takes place during this use case. System Interaction A MSS message group is designated to receive the message. The message is sent to the terminals in this message group. Tiburon, Inc. 33 EXHIBIT "C" MILESTONE SCHEDULE Work shall commence promptly upon completion of the upgrade of CITY's CAD software to version 2.9 by CONTRACTOR and CONTRACTOR's deliverables shall be completed within 9 months thereafter, provided CITY complies with their obligations and responsibilities in a mutually agreed upon timely manner. 4851 - 8824 -0673v4 _ 1 ALF104706098 EXHIBIT "D" PAYMENT SCHEDULE One Hundred Percent (100 %) of Payment due at contract signing. 4851. 8824 -0673v4 ALR04706098 '``� °® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12115/2014' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. LOS Angeles CA Office 707 Wilshire Boulevard suite 2600 CONTACT NAME: PHONE 1 (A/C. No. Ext): (866) 283 -7122 800- 363 -0105 E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # Los Angeles CA 90017 -0460 USA INSURED INSURER A: Pacific indemnity Co. 20346 Tiburon, Inc. 3000 Executive Parkway, suite 500 San Ramon CA 94583 USA INSURER B: Federal insurance. Company - 20281 INSURER C: Continental Casualty Company 20443 INSURER D: Indian Harbor insurance Company 36940 ,INSURER E: INSURER F: GUV tKAlotS Gtli I.ItIIrAI t. Nl1M5t:K: 0/UU001 U3UV4 KEVISIVN NUM6EK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE -0F INSURANCE INSD WVD I POLICY NUMBER MMIDD MM/D LIMITS B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE ^❑,OCCUR PREMISES I a occurrence $110001000 X_ Per Project (Included) MED EXP (Any one person) $10,000 PERSONAL& ADV INJURY $1,000,000 GEMLAGGREGATELIMITAPPLIES PER: GENERAL AGGREGATE $2,000,.000 POLICY ❑ EO- FX LOC PRODUCTS - COMP /OPAGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY j( ANYAUTO ALLOWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS C X UMBRELLA LUIB X OCCUR FJ(CESS'LIAB CLAIMS -MADE I PARTNER /EXECUTIVE EXCLUDED? ty NIA 5 COMBINED SINGLE LIMIT S110001 ce deml BODILY INJURY ( Per person) BODILY INJURY (Per accident) EACH OCCURRENCE I.Lu" VUU, AGGREGATE $10;0001 E.L. EACH ACCIDENT $1,.000_, E.L. DISEASE -EA EMPLOYEE $1,.000'., E.L. DISEASE- POLICY LIMIT $1,000, E&O /Professional Ll. $5,000, RIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space Is required) of Gilroy,its officers and employees are included as Additional insured in accordance with the policy provisions of the ral Liability and Auto Liability policy. CERTIFICATE HOLDER City of Gilroy 7351 Rosanna Street Gilroy CA 95020 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �i L0 f mm Gsl s4ms0 JWed>� ✓9eG ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD m c m 'o m O 9 0 0 °o n O Z r R V ti- t'. O U Insured: Gores N -C Holdings, LLC Policy Number: 73558729 Policy Period: SEPTEMBER 1, 2014 to SEPTEMBER 1, 2015 COMMERCIAL AUTOMOBQ E 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 This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured 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 Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written 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 Insureds Paragraph A.1. —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. — WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: 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 leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You: 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and /or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed under an express provision in a written 'Insured contract ", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an 'Insured". However, such person or organization is an '"insured" only: Form: 16 -02 -0292 (Rev. 411) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered "auto "; and (2) for 'bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE - of SECTION I1- LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. TRANSPORTATION EXPENSES - of SECTION III PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN /LEASE GAP COVERAGE Paragraph A. 4. -COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total 'loss" to a covered "auto ", we will pay any `unpaid amount due'on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a: Overdue loan/lease payments at the time of the 'loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and teal• or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry -over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto "; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto "; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. - COVERAGE EXTENSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE is amended . to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or '9oss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade -in value of the rental vehicle because of actual damage to that vehicle arising out of a covered 'loss"; and 3. $4500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2, and 3. combined. 7. EXTRA EXPENSE - BROADENED COVERAGE Paragraph A.4. - COVERAGE EXTENSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a - EXCLUSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.2. - LIMIT OF INSURACE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: 2. $2,000 is the most we will pay for 'loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of'9oss ", is: a. 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; b. Removable from a permanently installed housing unit as described in Paragraph 2.a above or is an integral part of that equipment; or Form: 16-02 -0292 (Rev. 4-11) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" c. An integral part of such equipment. 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE —of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE —of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident ", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived, or 2. If 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 Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident ", claim, "suit" or 'loss ", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual: (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident ", claim, "suit" or 'loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The insureds" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.S. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV —BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for 'loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such 'loss ". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or 'loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV —BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.S. - OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If 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 insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph 13.7.b. (5) . (a) -POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (a) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the 'bodily injury" sustained by that person. Form: 16-02 -0292 (Rev. 4-11) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Insured: Gores N -C Holdings, LLC Policy Number: 73558729 Policy Period: SEPTEMBER 1, 2014 to SEPTEMBER 1, 2015 COMMERCIAL AUTOMOBQ.E 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 This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. —CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Narged Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured 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 Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written 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 Insureds Paragraph A.1. —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: 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 leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and /or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto ", provided that you and such person or organization have agreed under an express provision in a written 'Insured contract ", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured ". However, such person or organization is an "insured" only: Form: 16-02 -0292 (Rev. 411) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 3. 4. 5. (1) with respect to the operation, maintenance or use of a covered "auto "; and (2) for 'bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the 'insured contract" or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. - TRANSPORTATION EXPENSES - of SECTION III - PHYSICAi DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN /LEASE GAP COVERAGE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total 'loss" to a covered "auto ", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: L The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the 'loss "; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry -over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto "; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto "; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. -COVERAGE EXTENSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle.in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out "of use because of actual damage to, or 'loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade -in value of the rental vehicle because of actual damage to that vehicle arising out of a covered 'loss "; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE '- BROADENED COVERAGE Paragraph A.4. - COVERAGE EXTENSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered ;'auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS -of SECTION III - PHYSICAL DAMAGE COVERAGE does not - _ apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC. EQUIPMENT - BROADENED COVERAGE Paragraph C.2. -LIMIT OF INSURACE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: 2. $2,000 is the most we will pay for 'loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of 'loss ", is: a. 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; b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or Form 16-02 -0292 (Rev. 4-11) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" " c. An integral part of such equipment. 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE —of SECTION III —PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE —of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident ", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If 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 Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident ", claim, "suit" or 'loss ", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident ", claim, "suit" or 'loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for 'loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such 'loss ". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or 'loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. —CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV —BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If 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 primay to the 'employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph 13.7.b.(5).(a) - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (a) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the 'bodily injury" sustained by that person. Form: 16-02 -0292 (Rev. 4-11) Page 3 of 3 'Includes copyrighted material of Insurance Services Office, Inc. with its permission" Policy Conditions Endorsement Policy Period SEPTEMBER I, 2014 TO SEPTEMBER I, 2015 Effective Date SEPTEMBER 1, 2014 Policy Number 3591 -10 -23 LAO Insured GORES N -C HOLDINGS, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued SEPTEMBER 16, 2014 This Endorsement applies to the following forms PROPERTY DECLARATIONS LIABILITY DECLARATIONS INTERNATIONAL AUTOMOBILE LIABILITY INTERNATIONAL WORKERS COMP Named Insured The Named Insured is amended to include the following: GORES N -C HOLDINGS, LLC GORES PATRIOT F -S HOLDINGS, LLC GORES PATRIOT HOLDINGS, INC. COMPUDYNE CORPORATION TIBURON, INC. XANALYS CORPORATION GE0911, INC TIBURON LIMITED XANALYSCORP MASYS CORP. GEO MOBILE INC. All other terms and conditions remain unchanged. Authorized Representative Policy Conditions Named Insured Reference Copy last page Form 80 -02 -9301 (Ed. 2 -98) Endorsement Page 1