HomeMy WebLinkAboutExhibit - AgreementNC4 STREET SMARTTM SOFTWARE LICENSE
AND MANAGED SERVICES AGREEMENT
This NC4 Street SmartTM Software License and Managed Services Agreement ("Agreement') is
entered. into as of the last date of signature on the signature page of this Agreement ("Effective Date") by
and. between NC4 Public Sector LLC, a Delaware limited liability company with its principal office
located at 100 N. Sepulveda Blvd., Suite 200, El Segundo, CA 90245 ("NC4"), and the following:
Customer Name:
City of Miami, a Florida municipal corporation,
Attn.: City of Miami Police Department ("Customer "or "City")
Attn: Chief Jorge H. Gomez
Address: 400 NW 2nd Avenue
Miami, FL 33128
RECITALS
WHEREAS, NC4 is the owner of certain computer software programs, including its NC4 Street
SmartTM software application ("Software"), and also provides configuration, managed hosting and other
services related to the Software;
WHEREAS, the Software enables law enforcement agencies to exchange information necessary for
daily law enforcement activities by providing real time data which allows police officers to pinpoint
crimes, patterns, and incidents, thus allowing for, among other things, more expeditious crime fighting;
WHEREAS, the Software can be configured to provide for data from various information feed sources
to meet the Customer's needs; and
WHEREAS, the Customer desires to engage NC4 to configure and provide a NC4 Street Smart
Solution to meet. Customer's particular needs, which Customer will then license from NC4 as further
described herein.
NOW, THEREFORE, based on the foregoing premises and the promises set forth below, the Parties
agree as follows:
AGREEMENT
1. Grant of License.
1.1. License Grant. Subject to the terms and conditions of this Agreement, NC4 hereby grants to
Customer a limited, non-exclusive, non -transferable, non. -assignable, perpetual license, without
the right to grant sublicenses, to use the object code only of the Software as configured. by NC4
in accordance with Sections 2 and 3 below ("Solution"). The license is limited for use by Sworn
Officers to the number set forth at Schedule A. Additional license fees will apply if Customer, at
its option, desires to add more Sworn Officers. Civilian workers that are directly employed by
Customer may also use the Solution. However, Customer will not provide any third party access
to the Software or Solution without NC4's prior written consent. The license granted in this
Section 1 shall also include modifications to the Solution that NC4 may make pursuant to
Services that Customer purchases from NC4. Until such time that Customer has fully paid all
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license and other fees due NC4, the term of the license shall be temporary and subject to
termination by NC4 in accordance with Section 12 of this Agreement.
1.2 Restrictions on Use, Customer shall not, and shall not permit others to, without NC4's prior
written consent, which shall not be unreasonably withheld or delayed: (i) exceed the number of
permitted Sworn Officers set forth on Schedule A; (ii) install the Software or Solution on any
server or at any site other than those designated by Customer to NC4; (iii) distribute, rent, lease,
assign or transfer the Software or Solution to any third party; or (iv) modify, customize, reverse
engineer, reverse assemble or reverse compile the Software or Solution or any part thereof.
1.3 Use of Third -Party Software. Customer shall not use any third party software embedded in or
otherwise provided with the Solution on a stand-alone basis or in any way other than as provided
with the Solution. All. third party software shall be used only in connection with the Solution and
for no other use, and may be further subject to third party standard end user license agreements.
1.4 Copies. Customer may make and maintain a single copy of the Solution only as needed for
reasonable ordinary archival and backup or disaster recovery procedures. All copies shall be
subject to the terms and conditions of this Agreement and applicable copyright law, and all
proprietary rights notices contained on the original Software shall be reproduced on or in any
copies. No copies of the Software or Solution shall be provided to any third party without NC4's
prior written consent.
2. Initial Set Up and Configuration Services. Upon execution of this Agreement, the Parties will
work together to define Customer's needs for configuring the Solution. NC4's standard initial set up
includes: installation of the NC4 Street Smart Software and connection to one feed (e.g., computer aided
dispatch (CAD), records management system (RMS), or offender data base). If Customer desires
additional feeds, configuration or customization, a Statement of Work will be entered into and additional
fees will apply, as set forth in Section 3 below.
3. Professional Services and Statements of Work. If additional Services are requested of NC4
beyond the scope of the initial set up and configuration services set forth in Section 2 above, the Parties
will enter into a mutually agreed upon Statement of Work ("SOW") identifying the Services and tasks to
be performed by NC4, and set forth an estimate of the hours and corresponding fees for such Services.
Unless otherwise set forth in the SOW, all Services will be provided by NC4 on a "time and material"
basis at the rates identified in the SOW. The parties will include a Guaranteed Maximum Price ("GMP")
for all SOW, the GMP may only be exceeded by written amendment.
4. Maintenance and Support. Annual maintenance and support fees must be kept current in order
for Customer to receive the following maintenance and support Services from NC4. NC4 may, in its sole
discretion, discontinue maintenance and support if maintenance and support fees are not current.
4.1 Maintenance/Upgrades. Purchase of annual maintenance entitles Customer to "point
release" updates (e.g., bug fixes, defect corrections, minor enhancements) ("Updates") to the Software,
as well as version upgrades which may include major enhancements ("Upgrades"), for such Updates
and Upgrades that become commercially available during the then -current maintenance term. NC4
will provide such Updates or Upgrades within ninety (90) days of Customer's request, or as otherwise
agreed to in writing. NC4 standard maintenance and support does not cover customizations performed
by or for Customer, except for problems in NC4's base Software code. In addition, NC4 standard
maintenance and support does not include knowledge transfer, data migration, or training associated
with Updates or Upgrades. If such Services are desired of NC4, they can be procured at NC4's then -
current professional services fees, plus travel expenses, under a mutually agreed upon SOW.
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4.2 Customer Support. NC4 will provide Customer with the ability to report technical issues 24
x 7 for the Software/Solution. Response times to resolve issues are set forth at NC4's Customer
Support Policy, attached hereto as Schedule B. Telephone support shall be available to not more than
three (3) named callers. The City at its option may change the named callers from time to time by
Maintenance and notifying NC4. NC4 support includes troubleshooting, basic usability and navigation
assistance, Support shall not include installation of upgrades or modification or customization of
upgrades, problems not attributable to the Software, or problems arising from Customer's actions to
cause an error in the Software or Solution, which will be billed at NC4's then -current professional
services rates. Customer agrees to provide NC4 access to production systems for purposes of
customer support. NC4 standard support does not cover customer extensions and third party add-ons,
except for problems in NC4's base Software code,
4.3 Maintenance and Support Term. Annual maintenance and support shall commence on the
first to occur of. (i) date of installation of the Software/Solution, (ii) 90 days after receipt of
Customer's order by NC4, or (iii) 90 days after execution of this Agreement.
4.4 Maintenance and Support Fees. NC4 will invoice Customer for the initial annual
maintenance and support fees as set forth in Schedule A, and annually thereafter during the normal
billing period nearest the anniversary of the initial annual maintenance and support date. Unless
prepaid by Customer, any amounts stated on Schedule A for maintenance and support fees beyond the
initial term, are stated for Customer's budget purposes only. Maintenance and support fees will be
paid monthly by the City or before the close of the first week of each month. The City does not prepay
fees in advance of the month for which they are due. NC4 reserves the right to change the maintenance
and support fee at the end of the Initial Term or then current renewal term, upon thirty (30) days prior
notice to Customer (which may be sent by email).. If the City is not in Agreement with any change of
maintenance and support fees the City reserves the right to cancel the Agreement by giving NC4 thirty
days prior notice (which may be sent by email) in which case the Agreement shall be cancelled at the
end of such time, NC4 shall be entitled to be paid all fees due prior to the effective date of cancellation
but shall have no other recourse against the City relative to the cancellation of the Agreement.
S. Managed hosting Services.
5.1 Managed Services. NC4 will provide managed hosting services to Customer to host the
Software/Solution licensed hereunder ("Managed Services"), as set forth at Schedule A. NC4's
Managed Services provide Customer with dedicated server instances and all necessary server
infrastructure to support Customer's NC4 Street Smart Solution in production. NC4 will be
responsible for: providing, operating, maintaining and managing the servers and network; data center
security; and backups to Customer's Solution and data. NC4 will also install, operate and manage the
Street Smart Solution, the hardware and operating system, and the telecommunications facility
necessary for hosting Customer's NC4 Street Smart Solution. NC4's base Managed Services do not
include disaster recovery or high availability, but these options are available for an additional fee,
5.2 Disk/Storage Space. Purchase of NC4's standard Managed Hosting Services provides
Customer with 20OG of disk space. Additional disk space may be purchased from NC4 for an
additional fee.
5.3 Data Protection. Customer acknowledges and agrees that access to the Solution is provided
via the Internet, and NC4 does not guarantee the Services wilt be uninterrupted or error -free. NC4
shall not be responsible for actions of third parties that are outside of NC4's control. Customer is
responsible to ensure adequate security for its end points. Customer is also responsible for managing
the security of its authentication credentials for access to the Solution, authorizing access to the
Solution, and promptly removing access for individuals who are no longer allowed or require access to
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the Solution. NC4 will not release any Customer Data to any third party without Customer's prior
written consent, except where NC4 is required to do so pursuant to a subpoena, court order, or other
legal, judicial or administrative proceedings, or otherwise required by law. In such event, NC4 will
first provide reasonable prior notice to Customer to allow Customer to seek a protective order or other
appropriate remedy.
5.4 Service Level Agreement. NC4 will provide the Managed Services in accordance with the
Service Level Agreement attached hereto as Schedule B.
6. Fees and Payment Terms.
6.1 PUment Terms. Fees for the Initial Term of the Agreement are set forth in Schedule A.
Fees for Services for any renewal term ("Renewal Term") will be provided by NC4 to Customer prior
to the expiration of the Initial Term or any Renewal Term. Customer shall pay to NC4 all fees due
hereunder, as set forth in Schedule A or otherwise in writing by a SOW or similar document, within
forty five (45) days of the NC4 invoice date. NC4 will submit proper invoices as such term is defined
by the Local Government Prompt Payment Act, Section 218.70, ET. seq., Fla. Stat. NC4 may charge a
service fee on late payments of the lesser of 1 % per month on the unpaid portion Unless otherwise
instructed by Customer in writing, NC4 shall send all invoices to the address specified at the
introduction paragraph of this Agreement.
6.2 Ex enses. Customer shalt reimburse NC4 for reasonable travel, and out-of-pocket expenses
incurred while performing services hereunder. All expenses are subject to the, limitations established
by Section 112.061, Fla, Stat. Such expenses are not included in any estimate in a statement of work
unless expressly itemized.
6.3 Cancellation or Rescheduling of Meetings or Travel by Customer. If meetings are
rescheduled or cancelled by Customer after NC4 travel expenses have been incurred, Customer is
responsible for actual direct incurred costs associated with changing or cancelling airline tickets, if
any, and shall substantiate such charges to the City.
6.4 Interest. NC4 may charge interest on late payments of the 1 % per month.
6.5 Taxes. All fees and charges set forth herein or in any statement of work are exclusive of any
sales, use, excise, value-added, or similar taxes, and exclusive of any duties or fees payable on the
delivery of the Solution, unless otherwise stated in writing. The City is exempt from State sales, use
and income taxes and will furnish its tax exempt identification number to NC4. Any such taxes
(except taxes based on NC4's income), duties, or fees shall be paid directly by Customer or
reimbursed by Customer to NC4.
7. Ownership.
7.1 Solution. Customer acknowledges and agrees that it is acquiring only the right to use the
Solution and underlying Software licensed under this Agreement. NC4, or its licensors as the case
may be, is the owner of all right, title, and interest in and to the Software and Solution and all
components and copies thereof, all modifications thereto (including derivative works based on the
Solution or underlying Software application), and changes to the Solution made by NC4 pursuant to
this Agreement, and all of the intellectual property rights in and to all of the foregoing. In no event
shall title to all or any part of the Solution or underlying Software applications pass to Customer.
Customer agrees that, as between the Parties, the Solution, all underlying Software applications, and
all copies (in whole or part) shall remain the exclusive property of NC4, or its licensors as the case
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may be, and may not be copied or used except as expressly authorized by this Agreement. Any rights
not expressly granted to Customer under this Agreement are retained by NC4.
7.2 Documentation and 'training Materials. All NC4 documentation and training materials
provided by NC4 hereunder, and all modifications thereto and intellectual property rights therein, shall
be the sole and exclusive property of NC4. Customer may make copies of such documentation and
training materials for its reasonable and ordinary internal training purposes only. All proprietary
rights notices contained on the NC4 documentation and training materials shall be reproduced on any
copies. The City is subject to the Public Records Laws of the State of Florida, Chapter 119, Florida
Statutes. To the extent allowed by the Public Records Laws, no copies of NC4 documentation or
training materials shall be provided to any third party or competitor of NC4, without NC4's prior
written consent.
7.3 Customer Data.
(a) Customer hereby represents and warrants to NC4 that it is the owner or licensee of all
data and. content contained within the Solution ("Customer Data"). Customer acknowledges and
agrees that it is solely responsible and liable for the Customer Data and its use of the Customer Data,
including any data obtained or entered into the Solution by a third party. Customer further
acknowledges and agrees that NC4 is merely a provider of the Solution on which the Customer Data
resides, is not an authoritative source of the Customer Data, and is in no way responsible or liable to
Customer or any third party for the Customer Data. Therefore, Customer will use due diligence to
validate the Customer Data that resides in the Solution prior to taking action on such data. If
applicable, Customer shall ensure compliance with 28 CFR Part 23, and acknowledges and agrees that
NC4 shall have no responsibility or liability with respect to Customer or the data being compliant with
28 CFR Part 23. Customer further represents and warrants to NC4 that the Customer Data does not
knowingly violate or constitute the infringement of any patent, copyright, trademark, trade secret, right
of privacy, right of publicity, moral rights, or other intellectual property right recognized by any
applicable jurisdiction of any person or entity, violate the civil rights of any individual, or otherwise
constitute the breach of any agreement with any other person or entity. Customer further represents
and warrants that the Customer Data does not knowingly contain any illegal, threatening, harassing,
libelous, false, defamatory, offensive, or other material that would violate applicable law or regulation.
(b) Customer hereby authorizes NC4 to access and use the Customer Data for the sole
purpose of providing the Solution and Services hereunder. NC4 will not share the Customer Data with
any third parties, subject to Section 13(f) herein, or modify any of the Customer Data without
Customer's express written consent. Access to the Customer Data by NC4's authorized
representatives shall be conducted in a safe, secure, and reliable manner.
8. Limited Warranty; Customer Obligations.
8,1. Software/Solution Warranties.
(a) NC4 hereby represents and warrants to Customer for a period of ninety (90) days from
delivery of the Solution ("Solution Warranty Period"): (a) that the Solution provided under this
Agreement will conform in all material respects as described in NC4's published documentation
("Documentation") and to Customer specifications that NC4 has agreed to in writing and incorporated
into this Agreement ("Specifications"); (b) that at the time of delivery, the Solution will not contain any
time bomb, trap door or other code designed to disrupt, disable, harm or otherwise impede, or to allow
unauthorized access to, the operation of Customer's software, firmware, hardware or computer system;
(c) that NC4 has the legal right to enter into and perform its obligations under this Agreement; (d) that
any Solution provided under this .Agreement will comply with all applicable laws, rules, or regulations,
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and that NC4 has obtained all. required permits necessary to comply with such laws, rules, or
regulations; and (e) that, at the time of delivery, to the best of NC4's knowledge, the Solution provided
under this Agreement does not violate or in any way infringe upon the intellectual property rights of
any third party For purposes of this Agreement, "knowledge" of a business entity shall mean the actual
knowledge of its executive officers and key managers. Customer must report any defects in the
Solution to NC4 in writing within the Solution Warranty Period for that particular order or Statement of
Work in order to receive the warranty remedy set forth in this Section 8.1(a).
(b) Customer's sole remedy, and NC4's sole obligation, under this Software/Solution
warranty shall be, at NC4's discretion, to provide a work around or correction for, or replace, any
defective or nonconforming Solution so as to enable the Solution to materially conform to the
Documentation and Specifications or otherwise as warranted above. If NC4 is unable to provide a
work around or correction for, or replace, the Solution so that it materially conforms to the
Documentation and Specifications, then NC4 will, upon Customer's written request for cancellation of
the order, terminate the license and refund the license fee that was paid by Customer to NC4 for the
order.
(c) NC4 shall have no obligation under this warranty if the Solution has been (i) used
other than in accordance with this Agreement or the Documentation and Specifications; (ii) modified by a
party other than NC4, or (iii) combined with hardware or software not identified in the Documentation or
Specifications as being compatible with the Solution. If Customer provides any hardware or software that
is incorporated into the Solution, Customer agrees that it will use all reasonable efforts to ensure that such
hardware or software is free from defects, and NC4 shall not be responsible for any such defects
discovered and shown to be the proximate cause of any damage or loss to the Solution or Customer's
data.
(d) THE REMEDIES SET FORTH IN THIS SECTION 8.1 ARE THE SOLE AND
EXCLUSIVE REMEDIES FOR BREACH OF THE WARRANTIES GIVEN BY NC4 UNDER THIS
SECTION 8.1. NC4 AND ITS SUPPLIERS MAKE NO WARRANTIES OR CONDITIONS TO ANY
PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR SOLUTION (OTHER THAN
THOSE SET FORTH IN THIS SECTION 8.1 OR ANY DERIVATIVES THEREOF AND DISCLAIM
ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
INFORMATIONAL CONTENT, SYSTEM INTEGRATION, OR ENJOYMENT.
8.2 Services Warranties.
(a) NC4 warrants to Customer that any professional services for a particular statement of
work will be performed. in a manner consistent with generally accepted industry practices. Customer
must report any discovered deficiencies in the Services to NC4 in writing within ninety (90) days of
completion of the Services, or within discovery of such deficiency, for that particular statement of work
or order in order to receive the warranty remedy set forth in this Section 8.2.
(b) If the Services are not performed in a manner consistent with generally accepted
industry practices, then NC4's sole obligation under this service warranty shall be to re -perform the
defective services. For any breach of the services warranty set forth in this Section 8.2, Customer's sole
remedy, and NC4's sole liability, shall be the re -performance of the Services, and if NC4 fails to re-
perform the Services as warranted, Customer shall be entitled to a refund of the fees paid by Customer to
NC4 for the deficient services.
(c) NC4 AND ITS SUBCONTRACTORS MAKE NO WARRANTIES OR CONDITIONS
TO ANY PERSON OR ENTITY WITH RESPECT TO TIIE SERVICES (OTHER THAN THOSE SET
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FORTH IN THIS SECTION 8.2 AND DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF
WORKMANSHIP, MER.CHANTABIITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -
INFRINGEMENT.
8.3 Customer's Actions. In the event that Customer is required to provide any information or
take any actions to facilitate the implementation of the Solution and Customer fails to do so in a timely
manner, Customer shall be deemed to have waived any claim that it may have against NC4 for late or
faulty performance that has resulted from Customer's failure.
9. LIMITATION OF LIABILITY. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH
ABOVE, THE MANAGED SERVICES, SOFTWARE AND SOLUTION ARE PROVIDED BY NC4 TO
CUSTOMER ON AN "AS IS" BASIS. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT, NC4 DOES NOT WARRANT THAT THE MANAGED SERVICES, SOFTWARWE OR
SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE, OR MAKE ANY WARRANTY AS TO
THE RESULTS OBTAINED FROM THE USE OF THE MANAGED SERVICES, SOFTWARE
ORSOLUTION. EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION
EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL NC4 OR ITS
LICENSORS, AFFILIATES, CONTRACTORS, MANAGERS, MEMBERS OR THEIR RESPECTIVE
EMPLOYEES OR AGENTS BE LIABLE FOR LOSS OR INACCURACY OF DATA OR SYSTEM
USE, DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, OR ANY OTHER
INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES IN CONNECTION WITH CUSTOMER'S USE OF THE MANAGED SERVICES,
SOFTWARE OR SOLUTION, NC4'S PROVISION OF THE MANAGED SERVICES OR ANY
PROFESSIONAL SERVICES, OR THIS AGREEMENT, UNDER CONTRACT, TORT, STRICT
LIABILTY OR OTHER LEGAL OR EQUITABLE THEORTY. THIS Li n'ATION SHALL APPLY
EVEN IF NC4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN
INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN
AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, AND THAT
THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY. IN NO EVENT SHALL THE TOTAL LIABILITY OF NC4 AND ITS
AFFILIATES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILTY ARISING OUT OF
CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, EXCEED
THE FEES PAID FOR THE SOLUTION OR SERVICES, ON A PER -ORDER BASIS, WHICH ARE
THE DIRECT CAUSE OF THE DAMAGES OR LIABILITY CLAIMED. NO ACTION,
REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE
BROUGHT BY CUSTOMER MORE THAN THREE (3) YEARS AFTER THE CAUSE OF ACTION
IS DISCOVERED BY CUSTOMER, BUT NO MORE THAN TWO (2) YEAR AFTER THE
EXPIRATION OR TERMINATION OF THE AGREEMENT. IN NO EVENT SHALL NC4 HAVE
ANY LIABILITY FOR CUSTOMER'S USE, MISUSE OR FAILURE TO USE THE SOLUTION.
10. Indemnification, Insurance
10.1 General Indemnification. NC4 shall indemnify, defend and hold harmless the City against
any and all third party claims of personal injury or property damage to the extent such damages are
caused by suchNC4's negligence, gross negligence, or willful misconduct. Customer is not authorized to
indenuaify NC4 under applicable law, Customer is hereby obligated to cooperate and assist NC4 in
defending any third party claim resulting in any way from Customer's actions or Customer Data. NC4
shall pay any and all costs, damages, and expenses, including, without limitation, reasonable attorneys'
fees and costs awarded against or otherwise incurred by the City in connection with or arising from any
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such claim, suit, action, or proceeding. The City shall be entitled to indemnification only if (a) within 15
days of its discovery of a potential claim it notifies NC4 in writing of such claim in sufficient detail to
enable the Indemnifying Party to evaluate the claim, (b) the City cooperates in all reasonable respects
with the investigation, trial and defense of such claim and any appeal arising therefrom, and (c) NC4 has
sole control of the defense and settlement of such claim. So long as NC4 is actively defending the claim,
or working toward a resolution of same, the City shall not compromise any claim or enter into any
settlement without the written consent of the Indemnifying Party. In no event shall NC4 be liable for any
damages resulting from Customer's use, misuse or failure to use the Solution or validate Customer Data.
10.2 Infringement. NC4 shall indemnify, defend and hold harmless Customer against any and all
third party claims that the Solution infringes any registered U.S. copyrights of such third party that are
issued as of the delivery date of the Solution to Customer. NC4 shall pay any and all costs, damages, and
expenses, including, without limitation, reasonable attorneys' fees and costs awarded against or otherwise
incurred by Customer in connection with or arising from any such claim, suit, action, or proceeding.
Customer shall be entitled to indemnification only if (a) within 15 days of its discovery of a potential
claim it notifies NC4 in writing of such claim in sufficient detail to enable the NC4 to evaluate the claim,
(b) Customer cooperates in all reasonable respects, at NC4's cost and expense, with the investigation, trial
and defense of such claim and any appeal arising therefrom, and (c) NC4 has sole control of the defense
and settlement of such claim. Customer shall not compromise any claim or enter into any settlement
without the written consent of NC4. NC4's indemnification obligation set forth in this Section 5.2 shall
not apply in the event and to the extent of alteration or misuse of, or combination of the Solution with any
program, product or service not authorized by NC4, by Customer or any other party unless made in
accordance with NC4's written approval. Should the Solution become, or in NC4's opinion be likely to
become, the subject of such a claim of misappropriation or infringement, NC4 at its sole option, shall
either: (a) procure for Customer the right to continue using the Solution or (b) replace such Solution with
functionally -equivalent software, or modify such Solution to make it non -infringing, or (c) if neither
option (a) nor (b) is reasonably available, terminate this Agreement and pay Customer an amount equal to
50% of the license fee payable under this Agreement. NC4 shall have no liability with respect to
infringement of any proprietary right, except as set forth in this Section 10.2.
10.3 Insurance. During the term of this Agreement, NC4 shall maintain insurance coverage in
accordance with the insurance requirements set forth at Schedule C to this Agreement. NC4 shall provide
Customer with a certificate of insurance in accordance with Schedule C prior to performing services
under this Agreement.
11. Intentionally Omitted.
12. Term and Termination.
12.1 Term. This Agreement shall commence as of the Effective Date and continue in full force
and effect for the Initial Term of Three(3) Years set forth in Schedule A, and automatically renews
thereafter in yearly or increments, each a Renewal Term, unless otherwise terminated in accordance
with Section 12.2 below. If a multi-year Initial Term is set forth on Schedule A, this Agreement is
non -cancellable for convenience during the multi-year Initial Term. After the Initial Term, if either
Party desires to discontinue any Services under this Agreement, the Party may do so by providing
written notice of non -renewal of the particular Services at least sixty (60) days prior to the end of the
Initial Term or any Renewal Term. If any Services are so terminated, the Agreement shall continue in
full force and effect as to the license granted hereunder, unless otherwise terminated in accordance
with Section 12.2 below.
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12.2 Termination This Agreement may be terminated as follows:
(a) Either Party may terminate this Agreement if the other Party breaches any of the material
terms and fails to cure such breach within 3.0 days after receipt of written notice of such breach, or, if the
breach cannot be reasonably cured within said period, to promptly commence to cure and diligently
proceed until cured.
(b) Either Party may terminate this Agreement if the other Party (i) becomes insolvent, (ii)
makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy
or seeking reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for the
liquidation or winding up; provided, however, that, in the case any of the foregoing is involuntary, such
Party shall only be in breach if such petition or proceeding has not been dismissed within 90 days.
(c) If the breaching Party cures any such breach as provided herein, this Agreement shall
continue unabated and the breaching Party shall not be liable to the other for any loss, damage or expense
arising out of or from, resulting from, related to, in connection with or as a consequence of any said
breach.
(d) If, after the Initial Term, Customer no longer desires to use the Solution, it may terminate
this Agreement and the license granted hereunder, by providing written notice to NC4 at least sixty (60)
days prior to the expiration of the Initial Term or any Renewal Term. Customer will be able to cancel at
its convenience after the Initial Term. NC4 shall have no recourse or remedy from such cancellation other
than to pay fees due prior to the effective date for a continuance.
12.3 Effect of Termination. Upon termination, the licenses granted to Customer hereunder shall
terminate, and NC4 shall have the right to terminate Customer's access to the Solution and discontinue
Services to Customer.
12.4 Data Release. If requested by Customer prior to the termination or expiration of this
Agreement, NC4 will assist Customer with the release or copying of any Customer Data contained within
the Solution, subject to Customer signing a data release agreement. Upon such request, NC4 shall
provide a. work order to Customer which outlines the level of effort, at the prevailing professional services
rates, in support of such data release. Customer shall either accept or reject the work order within thirty
(30) days of receipt of said work order. If Customer fails to provide written acceptance or rejection of
said work order within thirty (30) days, the work order will be deemed to be rejected, and NC4 shall have
the right to remove, delete, or destroy the Customer Data from the Solution.
12.5 Survival. The provisions of Sections 6, 7, 8, 9, 10, 11, 12.3, and 13 shall survive the
termination of this Agreement.
13. General Provisions.
13.1 Binding Agreement. This Agreement is binding on the heirs, executors, administrators,
successors and permitted assigns of the Parties.
13.2 Confidentiality. During the term of this Agreement and at all times thereafter, each Party
shall, and shall ensure that its respective directors, officers, employees, contractors and agents hold any
and all Confidential Information disclosed by the other Party pursuant to this Agreement in the strictest
confidence and in accordance with state and federal law, including the Florida Public Records Act. .
"Confidential Information" shall include without limitation all information and records whether oral or
written or disclosed prior to or subsequent to the execution of this Agreement which has been marked
"Confidential" or should reasonably be considered confidential, such as patents, utilization review,
Miami PD - NCA Street Smart (managed services) (L. Bedard/vh) (05012016) 9
duality assessment, finances, volume of business, methods of operation, trade secrets, contracts, and
prices, and price -related information. Each Party shall destroy any Confidential Information received
from the other following the Event for which the Solution has been designed. Each Party agrees that
disclosure of the other's Confidential Information other than in accordance with this Agreement shall
cause irreparable injury to the other, and that the other Party shall be entitled to injunctive relief to
prevent one another's breach of this Section. Nothing in this Section shall restrict either Party with respect
to information or data: (i) that such Party rightfully possessed before it received the information from the
other, as evidenced by written documentation of such possession; (ii) that subsequently becomes publicly
available through no fault of such Party; (iii) that is subsequently furnished rightfully to such Party by a
third party (excluding affiliates of the other) not known to be under restrictions on use or disclosure; (iv)
that is required to be disclosed by applicable law (solely to the extent of such requirement), provided that
the disclosing Party will exercise reasonable efforts to notify the other prior to disclosure; or (v) that is
independently developed by such Party without any confidential information of the other.
13.3 Assignment. This Agreement is not assignable by either Party without the prior written
consent of the other.
13.4 No Waiver. If either Party waives any breach by the other, it shall not be construed as a
waiver of any subsequent breach. Each Party's rights hereunder shall be cumulative, and any rights
hereunder may be exercised concurrently or consecutively and shall include all remedies available even
though not expressly referred to herein.
13.5 Electronic Media. A copy of this Agreement and the signatures affixed hereto transmitted
and. delivered by facsimile or electronic mail shall be deemed to be originals for all purposes. In addition,
either Party may scan or otherwise convert this Agreement into an electronic and/or digital media file, and
a copy of this Agreement or the electronic data file produced from any such electronic or digital media
format may serve and be given the same legal force and effect as the original.
13.6 Right to Subcontract. NC4 may subcontract for the provision of certain portions of the
Solution under this Agreement. Customer acknowledges and agrees that the provisions of this Agreement
inure to the benefit of and are applicable to any subcontractors engaged by NC4 to provide any service set
forth herein to Customer, and bind Customer to said subcontractor(s) with the same force and effect as
they bind Customer to NC4.
13.7 Entire Agreement. 'This Agreement, including the attachments hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all
prior or contemporaneous oral or written statements, proposals, communications, negotiations,
agreements, advertising and marketing including correspondence, brochures and Internet websites,
13.8 Force Majeure. Neither Party shall be held liable for any damages or penalty for delay in the
performance of its obligations hereunder when such delay is due to earthquake, flood, fire, hurricane,
power failure, tornado, terror, riot, war, or other event or disaster beyond the Party's control, provided the
Party uses reasonable efforts seeking to (a) mitigate the consequences and (b) promptly notify the other
Party.
13.9 Notices. Any notice required or permitted under this Agreement shall be in writing, shall
reference this Agreement and will be deemed given: (i) upon personal delivery to the appropriate address;
or (ii) three (3) business days after the date of mailing if sent by certified or registered mail; or (iii) one
(1) business day after the date of deposit with a commercial courier service offering next business day
service with confirmation of delivery. All communications shall be sent to the contact information set
forth below or to such other contact information as may be designated by a Party by giving written notice
to the other Party pursuant to this provision:
Miami PD - NC4 Street Smart (managed services) (L, Bedard/vh) (05012016) 10
To NC4: NC4 Public Sector LLC
100 N. Sepulveda Blvd, Suite 200
E1 Segundo, CA 90245
Attn: Randall Smith
Fax: 310-606-4309
With copy to: NC4 Public Sector LLC
100 N. Sepulveda Blvd, Suite 200
El Segundo, CA 90245
Attn: Contracts & Legal
Fax: 310-606-4309
To Customer: City of Miami Police Department
Attn: Police Legal Advisor
400 NW 2" d Avenue
Miami, FL 33128
13.10 Severability. If any provision of this Agreement is determined by a court or arbitrator of
competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other part or provision of this Agreement, and such provisions shall be interpreted so
as to effectuate the intent and purpose of the Parties.
13.11 Waiver and Modification. Waiver of any breach or failure to enforce any term of this
Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur.
Any waiver, amendment, supplementation or other modification or supplementation of any provision of
this Agreement shall be effective only if in writing and signed by both Parties.
13.12 Relationship of Parties. This Agreement shall not be construed as creating an agency,
partnership, joint venture or any other form of legal association between the Parties and each Party is an
independent contractor.
13.13 Attorneys_' Fees and Costs. In any action or proceeding to enforce rights under this
Agreement, each party shall bear their own attorneys' fees incurred.
13.14 Count�artsa This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed an original.
13.15 Non -Solicitation of Employees. Each Party agrees that during the term of this Agreement
and for a period of two years after its expiration or termination, neither Party will solicit or encourage any
employee or consultant to discontinue their employment or engagement with the other Party. This
provision shall not apply to employment opportunities of either Party advertised to the general public
(e.g., newspaper advertisement, internet advertisement or listing, etc.) to which an employee of either
Party may respond.
13.16 Compliance with Laws. The Parties agree to fully comply with all laws and regulations in
the performance of this Agreement, including all relevant export and import laws and regulations of the
United States. Further, if applicable, Customer agrees to fully comply with 28 CFR Part 23.
13.17 Choice of Law; Dispute Resolution; Jurisdiction; Venue. This Agreement and all
amendments, modifications, alterations, or supplements hereto, and the rights of the Parties hereunder
Miami PD - NC4 Street Smart. (managed services) (L. Bedard/vh) (05012016) 11
shall be construed under, and be governed by, the substantive laws of the State of California in the United
States of America, without regard to any conflicts of law provisions. The provisions of the United
Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If
there is a dispute between the Parties relating to this Agreement, the Parties shall first attempt to resolve
the dispute by escalating the dispute within their respective organizations. If they are unable to resolve the
dispute within thirty (30) days after the complaining Party's written notice to the other Party, the Parties
will seek to resolve the dispute through arbitration conducted in Miami -Dade County, Florida, in
accordance with. the commercial rules of the American Arbitration Association. Any award rendered by
the arbitrator shall be final and binding on the Parties, and may be entered as a judgment by any court of
competent jurisdiction. Costs of arbitration (excluding reasonable attorneys' fees) shalt be made a part of
the arbitrator's award. Notwithstanding the foregoing, in the event irreparable injury can be shown, either
Party may obtain injunctive relief exclusively in the appropriate federal or state court in Los Angeles
County, California, USA. Any litigation arising out of or relating to this Agreement shall take place
nonexclusively in the appropriate state or federal court in Miami -Dade County, Florida, USA.
13.1.8 Paragraph Headings. The paragraph titles used herein are for convenience of the Parties
only and shall not be considered in construing the provisions of this Agreement.
13.19 Publicity. No publicity, including, but not limited to press releases concerning this
Agreement, or the relationship between the Parties, shall be issued by either Party without the prior
written consent of the other Party, which shall not be unreasonably withheld.
13.20 Order of Precedence; Governing Documents. If a purchase order or similar ordering
document is issued by Customer for the Solution and/or Services hereunder, the Parties hereby agree that
the terms and conditions of this Agreement shall govern and take precedence over any general terms and
conditions of such purchase order or similar document. If there is any conflict between the terms and
conditions of this Agreement and any purchase order or similar document, the terms and conditions of
this Agreement shall govern.
13.21 Authority to Bind. Each Party hereby represents and warrants that the Party signing below
has full right, power and authority to enter into this Agreement and bind such Party accordingly.
[INTENTIONALLY LEFT BLANK - SIGNATURES ON NEXT PAGE]
Miami PD - NC4 Street Smart (managed services) (L. Bedard/vh) (05012016) 12
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed or caused
this Agreement to be executed by their duly authorized representatives as of the date set forth below.
NC4 PUBLIC SECTOR LLC
1-3
Name: Randall Smith
Title: Chief Financial Officer
Date
Approved as to Legal Form:
Victoria Mendez, City Attorney
Insurance Approved:
Anne -Marie Sharpe, Risk Manager
CITY OF MIAMI
-0
Name: Daniel Alfonso
Title: City Manager
Attest"
Todd Hannon, City Clerk
Miami PD - NC4 Street Smart (managed services) (L. Bedard/vh) (06012016) 13
SCHEDULE A
PRODUCTS & PRICING SCHEDULE
Customer Name and Address: City of Miami Police Department ("Customer")
400 NW 2°d Avenue
Miami, FL 33128
Attn: Chief Jorge H. Gomez
Prepared By: Lonny Bedard
NC4 Contracts Rep: Vicki Hamilton
Initial Term: Three (3) Years following the Effective Date of Agreement
Product/Services Selected: NC4 Street SmartTM w/Managed Services
Number of Sworn Officers: 1,140
LICENSE FEES
Initial License Set Up Fee (One-time)
Includes installation of NC4 Street Smart and connection to one (1) feed (e.g.,
computer aided dispatch (CAD), records management system (RMS), or offender data
$ 33,000.00
base). If additional feeds, configuration or customization are desired, additional fees
will apply at NC4's then -current Professional Services rates.
NC4 Street Smart Software License (One-time)
$ 243,600.00
Total One -Time License Fees
$ 276,600.00
AND SUPPORT
_MAINTENANCE
Three (3) Years Maintenance & Support at $63,336.00 per year
$ 190,008.00
MANAGED SERVICES*
Managed Services Set Up Fee (One -Time)
$ 19,000.00
Annual Managed Services — Year 1
$ 31,000.00
Annual Managed Services — Year 2
$ 32,550.00
Annual Managed Services— Year 3
$ 34,177.50
Total Managed Services Fees; Three (3) Year Non -cancellable Contract
$ 116,727.50
*36 Month Contract Required, 5% annual increase
F11129101 Kim. i °' W.
Fees
$ 276,600.00
_License _
Maintenance & Support Fees (3 years)
$ 190,008.00
Managed Services (3 years)
$ 116,727.50
Total Fees w/Managed Services (3 years)
$ 583,335.50
IN VOICING 1 MM9NT TV"S
Invoicing. NC4 will invoice as follows:
Year One Fees (less maintenance and support), invoiced at contract signing: $
326,600.00
Year One Maintenance and Support, invoiced monthly in arrears ($63,336/12) $
5,278 per month
Year Two Fees (less maintenance and support), invoiced in advance at lsk anniversary date:
$ 32,550.00
Year Two Maintenance and Support, invoiced monthly in arrears ($63,336/12) $ 5,278 per month
Year Three Fees (less maintenance and support), invoiced in advance at 2nd anniversary date: $ 34,177.50
Year Three Maintenance and Support, invoiced monthly in arrears ($63,336/12) $ 5,278 per month
Miami PD - NC4 Street Smart (managed services) (L Bedard/vh) (v05012016) 14
Payment Terms. Payments are due no later than forty-five (45) days after receipt of NC4 invoice.
Additional Fees. Credit card payments are subject to a 3% processing fee.
Miami PD - NC4 Street Smart (managed services) (L. Bedard/vh) (05012016) 15
SCHEDULE B
NC4 STREET SMARUm MANAGED SERVICES
Service Levels and Standard Customer Support Policy
Three ways to contact Support:
Phone: 800-209-2312
Email: support@nc4.us
Support site: https:Hsupport.nc4.us
Uptime Availability
NC4 will maintain 98% total availability of the software and Service to Company (for purposes of this
support policy, "Company" shall refer to NC4's Customer) measured on a monthly basis, excluding
scheduled maintenance of 4 hours per month or less ("Scheduled Maintenance"). NC4 will provide
Company with a minimum of forty-eight (48) hour notice of any Scheduled Maintenance to those person(s)
specified by Company in writing as the primary contact(s). Scheduled Maintenance will be performed
outside of normal business hours, as defined. Monday through Friday (except holidays) from 8AM ET to
8PM ET ("Normal Business Hours".) Emergency repairs will be performed as required and NC4 will
promptly notify Company of such action.
Service Level Definitions
LEVEL 1-- Support provides the following services:
• Forgotten ID's and passwords
• Account expiry issues (ID and password changes)
• Day-to-day use of the NC4 Software
+ Connectivity issues including LAN, wireless access from the patrol cars and Internet access
• Initial triage of the support request to determine the next level of support, if required
• Logging the call and tracking its progress through to resolution
LEVEL 2 — Support provides the following services which include a more detailed
understanding of the inner workings of the application:
Additional contact with the customer to continue to triage the support request and resolve
items such as:
o Data issues including integrity and accuracy
o Problems with maps including geo-location inaccuracies
o Problem with CAD or other related Crime data feeds
o Problems with included third -party components
o Server imbalance
o Performance issue
o Interface with Level 3 support team to help identify a resolution
LEVEL 3 — Support services provide code level changes to the application
• Identification and resolution of a software failure which requires a patch or fix
• Provide assistance to level 2 support to identify problems and provide solutions that can be
applied. without code changes
Miami PD - NC4 Street Smart (managed services) (L. Bedard/vh) (05012016) 16
Severities
Severity I
High Priority
Critical
Definition:
System down or unavailable for use. To report a severity 1
problem or to submit a severity 1 service request, the
customer must provide two contact names (primary and
backup) and their phone numbers before the request is
accepted as severity 1.
Initial Response
All severity 1 problem reports or service requests will be
Time
responded to within 2 hrs. This type of request is available
for submission and response 24x7. NC4 will provide the
status of the work request every hour on the hour via
telephone to the customer via the contact points mentioned
above.
Resolution Time
_
As the resolution time depends on the type of problem or
request, it cannot be determined in advance. NC4 support
_
Resolution Time
team will work 24 hrs. a day, 7 days a week until the
problem is resolved. During this period, the customer must
be available to help with the problem determination and
resolution. Once the problem is identified, NC4 will
provide Licensee with a resolution time ("Resolution
Commitment Date").
Severity 2
Medium Priority
Definition:
Major fiunctions down or not working as expected.
Adversely affects and prevents the accomplislunent of an
operational or mission essential function. Typically a
workaround is not available.
Initial Response
All severity 2 problem reports or service requests can be
Time
submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, SAM EST to 8PM EST. Requests will be
responded to within 4 hrs. during these business hours. NC4
will provide the status of the work request on a daily basis
at the beginning of each day via telephone to the requester
or by email.
_
Resolution Time
As the resolution time is depended on the type of problem
or request, it cannot be determined in advance. NC4
support team will work on the problem / request during
normal office hours until the problem is resolved. During
this period, the customer must be available to help with the
problem determination and resolution. Once the problem
is identified, NC4 will provide Licensee with a resolution
time ("Resolution Commitment Date").
Miami PD - NC4 Street Smart (managed services) (L, Bedard/vh) (v05012016) 17
Severity 3
Definition:
Low Priority
Minor function down or not working as expected / cosmetic
Time
issues. Adversely affects (but does not prevent) the
accomplishment of an operational or mission essential
function. Typically a workaround is available.
Priority Three Defects do not include aborts or loss of data.
Initial Response
All severity 3 problem reports or service requests can be
Time
submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, 8AM EST and 8PM EST. During these
business hours, requests will be responded to within 24 hrs.
NC4 will provide the status of the work request every three
days the beginning of each day via telephone to the requester
or by email.
Resolution Time
As the resolution time depends on the type of problem or
request, it cannot be determined in advance. NC4 support
team will work on the problem / request during normal
office hours until the problem is resolved. During this
period, the customer must be available to help with the
problem determination and resolution.
Severity 4
Low Priority
Definition:
Enhancement, feature/user request or training. May
include password resets or training questions.
Initial Response
All severity 4 problem reports or service requests can be
Time
submitted to the Support Center 24/7. However, responses
to these requests will only be made between Monday
through Friday, 8AM EST and 8PM EST. During these
business hours, requests will be responded to within 24 hrs.
Resolution Time
NC4 support team will work on the problem / request
during nonnal office hours until the problem is resolved
with the assistance of the customer.
Remedy
If NC4 does not meet its system availability commitment of 98%, as set forth above, upon Company's
timely request, which request shall be made no later than ninety (90) days following any such event, a
credit will be applied based on the proportion of such deficiency (the amount less than 98%) to the total
number of hours in a month. Company may apply the credit against the next applicable subsequent
billing period or renewal term fees. Service credits will only apply to problems associated with NC4 and
its network or data center. No credit will be given if it is determined the problem is at Company, the
Internet, or otherwise out of NC4's control.
Miami PD - NCA Street Smart (managed services) (L. Bedard/vh) (05012016) 18
SCHEDULE C
INSURANCE REQUIREMENTS
SOFTWARE LICENSE AND MANAGED SERVICES AGREEMENT NC4
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B, Endorsements Required
City of Miami included as an Additional Insured
Primary and Non Contributory Endorsement
Contingent and Contractual Liability
Waiver of Subrogation
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
Miami PD - NC4 Street Smart (managed services) (L. Bedard/vh) (v05012016) 19
IV. Professional/E&O Liability
Combined Single Limit
Each Claim $ 1,000,000
General Aggregate Limit $ 1,000,000
Retro Date Included
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) days prior to any such cancellation or
material change..
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
THE COMPANY MUST BE RATED NO LESS THAN "A" AS TO MANAGEMENT, AND NO
LESS THAN "CLASS V" AS TO FINANCIAL STRENGTH, BY THE LATEST EDITION OF
BEST'S INSURANCE GUIDE, PUBLISHED BY A.M. BEST COMPANY, OLDWICK, NEW
JERSEY, OR ITS EQUIVALENT. ALL POLICIES AND /OR CERTIFICATES OF
INSURANCE ARE SUBJECT TO REVIEW AND VERIFICATION BY RISK MANAGEMENT
PRIOR TO INSURANCE APPROVAL.
Miami PD - NC4 Street Smart (inanaged services) (L. Bedard/vh) (v05012016) 20