HomeMy WebLinkAbout2014-099 Agrmt - Indentix Incorporated
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IDENTIX INCORPORTED
SYSTEM MAINTENANCE TERMS AND CONDITIONS
for use with
U.S. End User Customers
covering
Identix® Live Scan Product Line
1. GENERAL SCOPE OF COVERAGE tariffs, taxes, and all other delivery related
charges.
Subject to payment in full of the applicable • Identix shall make available to Customer one
maintenance fees for the system ("System") described copy (in electronic or other standard form) of
in Identix Incorporated's ("Identix") current each Update (defined herein) for those System
Maintenance Agreement Addendum ("Addendum") components that are developed by Identix and
with customer ("Customer"), Identix, or its authorized for which Identix, in its sole discretion, elects
agents or subcontractors, shall provide the System to develop and generally make available to
maintenance services ("Services") set forth and in customers whose Systems are under warranty
accordance with the terms herein (this "Agreement") or tinder a current Identix Maintenance
and the Addendum. The terms of the Addendum are Agreement Addendum. Customer shall
hereby incorporated into this Agreement by this provide Identix with continuous network or
reference. dial-up access to the System (whether stand
alone or connected to a central site), and
II. MAINTENANCE SERVICES Identix shall deliver the Update via this remote
means of delivery. In the event continuous
The Services provided by Identix are those services network or dial-up access is not available for
selected by Customer from one or more of the 2417 Maintenance Services and 915
following maintenance services programs: Maintenance Services Customers, then Identix
shall install the Update during any
A. Included With All Remedial Maintenance Services. subsequently scheduled on-site visit by Identix
Included With All Remedial Maintenance Services are for service of the System. An "Update" means j
as follows: a new release of such System software
• Unlimited 24/7 telephone technical support for components that are developed by Identix
System hardware and software from the which contain (i) bug fixes, corrections, or a
Identix TouchCare Support Center via Identix work-around of previously identified errors
toll free telephone number. with such software, or (ii) minor
• TouclrCare Support Center managed problem enhancements, improvements, or revisions
escalation, as required, to Identix' technical with substantially similar (but not new)
support staff to resolve unique problems. functionality to the original licensed System
• Identix shall furnish all parts and components software,
necessary for the service and maintenance of
the System. Replacement parts shall be sent to B. 2417 Maintenance Services. Identix' 2417
the Customer. All replaced defective parts Maintenance Services are as follows:
shall become Identix' property. Identix shall • Customer will receive a telephone response to
determine if a replacement pad is necessary. service calls within one (1) hour from the time
Replacement parts and components may be the Customer places a service call with
new or refurbished. Unless otherwise agreed Identix' Help Desk.
by Identix, replacement parts and components • Identix' Help Desk will attempt problem
needed at international destinations shall be resolution via telephonic verbal and dial-in
shipped by Identix to the Customer-specified troubleshooting prior to dispatching an Identix
United States destination, and the Customer field service engineer to Customer's facility
shall arrange for shipment of the parts and for on-site service.
components to the final international a If out-site service is necessary, such service
destination. In the event Identix ships shall be provided 24/7, including holidays.
replacement parts and components to an Identix shall use its best efforts to have an
international destination, the Customer shall be Identix' field service engineer at the
responsible for all shipping expenses, duties, Customer's facility within four (4) hours from
the time the engineer is dispatched by Identix'
Version 1/2007/2 Mareh2007
f
Help Desk for customers located within a 100 development effort. In such event, Identix
mile radius of an authorized Identix' service will provide Customer with a quote for
location and within 24 hours for customers developing and providing Customer with any
located outside such 100 mile radius. such applications and changes. Table updates
• At no additional charge, Identix will provide are treated as Updates and will be made
Customer with up to four (4) Customer- available to Customer in accordance with
requested type of transaction changes to Section II.A. of this Agreement.
existing type of transaction applications;
provided, however, that any such type of D. Help Desk Maintenance Services. Identix' Help
transaction change does not, in the sole DeskMrdnlenance Services are as follows:
opinion of Identix' Development • The Services do not include any Identix on-site
Management Team, require a significant maintenance services. The Customer agrees to
development effort. In such event, Identix provide the on-site personnel to assist the
will provide Customer with a quote for Identix Help Desk with troubleshooting,
developing and providing Customer with any module replacement, and installation of
such applications and changes. Table updates Updates, as required.
are heated as Updates and will be made • Customer shall maintain at least one (1)
available to Customer in accordance with Identix trained System manager on the
Section II.A. of this Agreement. Customer's System support staff during the
term of such Services period contained in the
C. 9/5 Maintenance Services. Identix' 915 applicable Addendum, and such Customer
Maiutemince Services are as follows: System manager shall be responsible for
• Customer will receive a telephone response to periodically backing-up System software in
service calls within one (1) hour from the time accordance with Identix' periodic
Customer places a service call with Identix' requirements. Unless otherwise agreed in
Help Desk. writing by Identix, the Customer shall be
• Identix' Help Desk will attempt problem responsible for the installation of each Update.
resolution via telephonic verbal and dial-in • Customer will receive a telephone response to
troubleshooting prior to dispatching an Identix service calls within one (1) hour from the time
field service engineer to Customer's facility the Customer places a service call with
for on-site service. Identix' Help Desk.
• if on-site service is necessary, such service • Identix shall furnish all parts and components
shall be provided nine (9) business hours (that necessary for the maintenance of the System.
is, 8:00 a.m. to 5:00 p.m.) per day, five Identix' shipment of a replacement part to
business days per week. Identix shall use its Customer will be initiated promptly after the
best efforts to have an Identix' field service Identix' Help Desk determines the need for
engineer at Customer's facility within eight (8) such item. Replacement part orders initiated
working hours from the time the engineer is prior to 3:00 p.m. Central shall be shipped the
dispatched by Identix' Help. Desk if same business day, where orders initiated after
Customer's facility is located within a 100 3:00 p.m. Central shall be shipped the next
mile radius of an authorized Identix' service business day. All shipments are made via next
location and within 24 hours if Customer's day priority air.
facility is located outside such 100 mile radius. • If a defective part is required by Identix to be
• Upon Identix' acceptance of Customer's returned to Identix, the packaging material
request for after hours service, Customer shall used in shipment of the replacement part must
pay for such after hours service on a time and be reused to return the defective part. [Note:
materials basis at Identix' then current rates. defective parts are not repaired and returned to
• At no additional charge, Identix will provide Customer. Customer will be invoiced for any
Customer with up to four (4) Customer- defective parts that are not returned to Identix
requested type of transaction changes to within two (2) weeks after receipt of the
existing type of transaction applications; replacement part. Identix is not responsible for
provided, however, that any such type of any markings (i.e., asset tags) that Customer
transaction change floes not, in the sole may place oil System components. It is
opinion of Identix' Development Customer's responsibility to remove such
Management Team, require a significant markings.]
Version 1/2007/2 1 March2007 2
• Upon Customer's request for Identix on-site components not authorized by Identix are fitted to
service, Identix shall use its best efforts to have the System.
an Identix field service engineer at the • Maintenance required due to failures caused by
Customer's facility within 48 hours from the Customer or Customer's software or other
time the engineer is dispatched by Identix' software, hardware or products not licensed by
Help Desk. Customer shall pay for such on- Identix to Customer.
site service on a time and travel basis at • Providing or installing updates or upgrades to any
Identix' then current rates and travel policies, third party (i.e., Microsoft, Oracle, etc.) software.
respectively. Prior to dispatch of an Identix • Providing consumable parts and components (i.e.,
engineer, Customer shall either provide Identix platens, toner cartridges, etc.); such items are
with a purchase order ("P.O."), complete replaced at the Customer's expense.
Identix' P.O. Waiver form, or provide Identix • Maintenance required due to failures resulting
with a valid credit card number, from software viruses, worms, Trojans, and any
other forms of destructive or interruptive means
E. Preventive Maintenance Services. Identix' introduced into the System.
Preventive Maintenance Services are as follows: • Maintenance required due to failures caused by
• Preventive maintenance service calls consist of ; Customer facility issues such as inadequate power
System cleaning, verification of calibration, sources and protection or use of the System in
and verification of proper System environmental conditions outside of those
configuration and operation in accordance with conditions specified in Identix' System
Identix' specifications for such System. documentation.
Identix and Customer will seek to agree upon
the scheduling of the preventive maintenance B. Availability of Additional Services. At Customer's
service call promptly after commencement of request, Identix may agree to perform the excluded
the term of this Agreement and the services described immediately above in accordance
commencement of any renewal term. with Identix' then current rates. Other excluded
• Preventive maintenance service calls are only services that may be agreed to be performed by Identix
available in connection with Identix' 2417 shall require Identix' receipt of a Customer P.O.,
Maintenance Services and Identix' 9/5 Customer's completion of Identix' P.O. Waiver form,
Maintenance Services offerings. Preventive or Customer providing Identix with a valid credit card
maintenance service calls are priced on a per number before work by Identix is commenced.
call basis in accordance with Identix' then
current published prices for such Services. C. Non-Registered System Components. Any System
Preventive Maintenance Services may not be components not registered in the Addendum for which
available for certain System components. Services are requested by Customer may be required to
have a pre-maintenance inspection by Identix before
M. EXCLUSIONS RROM_ SERVICES being added to the Addendum and this Agreement.
This inspection will also be required if this Agreement
A. Exclusions. The Services do not include any of the has expired by more than thirty (30) days. Identix'
following: inspection will be billed at Identix' current inspection
• System relocation, rate plus travel expenses and parts (if any required).
• Additional training beyond that amount or level of
training originally ordered by Customer. D. Third Party Hardware and Software. Customer
• Maintenance support or troubleshooting for shall be solely responsible for obtaining from Identix
Customer provided communication networks. or an Identix authorized or identified vendor, at
• Maintenance required to the System or its parts Customer's sole expense: (i) all Identix and third party
arising out of misuse, abuse, negligence, software that may be required for use in comnection
attachment of unauthorized components (including with any Updates, major enhancements or new
software), or accessories or parts, use of sub- versions; and (ii) all hardware that may be required for
standard supplies, or other causes beyond Identix' the use of ,my Updates, major enhancements or new
control. versions. Identix will specify the hardware and third
• Maintenance required clue to the System being party software requirements for any Updates.
modified, damaged, altered, moved or serviced by
personnel other than Identix' authorized service IV. SERVICE CALLS
representatives, or if parts, accessories, or
Version 1/2007/21 March2007 3
Customer may contact Identix' TouchCare Support Identix shall provide the Services hereunder in a
Center by calling 1-888-HELP-1DX (888-435-7439). professional and workmanlike manner' by duly
Service calls under this Agreement will be made at the qualified personnel. EXCEPT FOR THIS LIMITED
installation address identified in the Addendum or as WARRANTY, IDENTIX HEREBY DISCLAIMS
otherwise agreed to in writing. ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE
V. TERM AND TERMINATION IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE IN
This term of this Agreement shall commence upon REGARD TO THE SERVICES, SOFTWARE, AND
Identix' receipt of the annual maintenance fee reflected ANY OTHER GOODS PROVIDED HEREUNDER.
in the Addendum and shall continue for a period of one IN NO EVENT SHALL IDENTIX' AGGREGATE
(1) year. This Agreement may be renewed for LIABILITY TO CUSTOMER ARISING OUT OF, OR
additional one (1) year terms upon the panties' mutual RELATED TO, THIS AGREEMENT, UNDER ANY
agreement and Customer's execution of an updated CAUSE OF ACTION OR THEORY OF RECOVERY,
Addendum and Identix' receipt of the applicable EXCEED THE NET FEES FOR IDENTIX'
annual maintenance fee reflected in the updated SERVICES ACTUALLY PAID BY CUSTOMER TO
Addendum. Either party may terminate this IDENTIX UNDER THE APPLICABLE
Agreement in the event of a material breach by the ADDENDUM TO THIS AGREEMENT DURING
other panty that remains uncured for a period of thirty THE TWELVE (12) MONTHS PRIOR TO THE
(30) days from the date the non-breaching party DATE THE CUSTOMER'S CAUSE OF ACTION
provided the other with written notice of such breach. AROSE. IN NO EVENT SHALL IDENTIX BE
LIABLE TO CUSTOMER FOR ANY INDIRECT,
VI. FEES FOR SERVICES SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING, BUT NOT
A. Fees. The initial fee for Services under this LIMITED TO, LOST PROFITS OR REVENUE;
Agreement shall be the amount set forth in the LOSS, INACCURACY, OR CORRUPTION OF
Addendum. The annual maintenance fee during any DATA OR LOSS OR INTERRUPTION OF USE; OR
renewal tern will be Identix' current rates in effect at FOR ANY MATTER BEYOND IDENTIX'
the time of renewal. Customer agrees to pay the total REASONABLY CONTROL, EVEN IF ADVISED OF
of all charges for Services annually in advance within THE POSSIBILITY OF SUCH DAMAGES. NO
thirty (30) days of the date of Identix' invoice for such ACTION, REGARDLESS OF FORM, MAY BE
charges. Customer understands that alterations, BROUGHT BY CUSTOMER MORE THAN TWO
attachments, specification changes, or use of sub- (2) YEARS AFTER THE DATE THE CAUSE OF
standard supplies that cause excessive service calls, ACTION AROSE.
may require an increase in Service fees during the term
of this Agreement at the election of Identix, and VIII. LIMITED LICENSE TO UPDATES
Customer agrees to promptly pay such charges when
due. Identix may deliver Identix-developed Updates to
Customer. The terms of Identix' end user license for
B. Failure to Pay Fees. If Customer does not pay the Identix' sofhvare delivered as part of the System
Identix' fees for Services or parts as provided shall govern Customer's use of the Updates.
hereunder when due: (i) Identix may suspend
performance of its obligation to provide Services until IX. MISCELLANEOUS
the account is brought current; and (ii) Identix may, at
its discretion, provide the Services at current "non This Agreement shall be governed by and construed
contract/per call" rates on a COD basis. Customer according to the laws of the State of Minnesota,
agrees to pay Identix' costs and expenses of collection excluding its conflict of laws provisions. This
including the maximum attorneys' fee permitted by Agreement constitutes the entire agreement between
law (said fee not to exceed 25% of the amount due the parties regarding the subject matter described
hereunder). herein and may not be modified except in writing
signed by duly authorized representatives of Identix
VII. LIMITED WARRANTY / DISCLAIMER / and the Customer. This Agreement may not be
LIMITATION OF LIABILITY assigned by Customer without the prior express written
consent of Identix.
Versionl/2007/2I March2007 4
CITY OF CITY RECORDER Page 1 /1
ASHLAND ....a"PO NUMBER
20 E MAIN ST. 4/18/2014 12203
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 013543 SHIP TO: City of Ashland - Police Dept.
IDENTIX INCORPORATED 1155 E MAIN STREET
5705 W OLD SHAKOPEE ROAD ASHLAND, OR 97520
BLOOMINGTON, MN 55437
FOB Point: Req. No.:
Terms: Net Dept: .
Req. Del. Date: Contact: Gail Rosenberg
Special Inst: Confirming? No
Quanti ` , Unit , Descri bon
U'it Price
Ext<Price
Electronic Finqerprintinq Machine, 2,399.00
Proqram used bV OSP to process
fingerprints, Quote K-11494-S annual
9/5 maintenance January 1, 2014 to
December 31, 2014
SUBTOTAL 2.39900
BILL To: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 2,399.00
ASHLAND, OR 97520
Account Number "Project Number,,, x:Amount . ' Account Number Project' Number: ` "'Amount '
E 110.06.09.00.60416 2,399.00
V Authorized Signature ~ VENDOR COPY
FORM #3 CITY OF
ASHLAND
A request for a Purchase Order
REQUISITION Date of request: 04/15/14
Required date for delivery:
Vendor Name rte
Address, City, State, Zip
Contact Name & Telephone Number ca
Fax Number
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emeroency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ® Sole Source Contract#
GOODS & SERVICES ® Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 m Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form A, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: _(Date) I
Description of SERVICES Total Cost
Era -
Electronic Fingerprinting - machine/program used by OSP to process fingerprints 4239910V
AC,
Quote K-1 1494-S annual 9/5 maintenance Jan 1, 2014-Dec 31, 2014
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
TOTAL`cosT.
® Per attached quotelproposal S
Project Number Account Number 110.06.09.00.604160
Account Number Account Number
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases:
IT Director Date Support-Yes/No
By signing this requi 'ion ce fy that th City's public contracting requirements have been satisfied.
Employee: Department Head:
(Equal to or greater than $5,000)
Department Man gerisup rvisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year YES / NO
Finance Director- (Equal to orgreaterthan $5,000) Date
Comments:
FORM #5 CITY OF
ASHLAND
SOLE-SOURCE DETERIVIINATION AND WRITTEN FINDINGS
GOODS AND SERVICES
Less than $100,000
To: Terry Holderness, Police Department
From: Safran MorphoTrust USA Identix Incorporated
Date: 04115114
Re: Sole Source Determination and Written Findings for Goods and Services
In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there
is only one provider of a product or service of the quality and type required available.
Estimated total value of contract: $2399.00
Project name: Electronic Fingerprinting
Description of goods and services: Maintenance off:ngerprinting machine
Background:
The fingerprint machine was purchased in December 2008 for the purpose of aiding the courts in
fingerprinting persons who are process through the courts and also for citizens who wish to be
fingerprinted. From the machine, the prints are sent to Oregon State Police for confirmation of
prints and prior criminal history or contacts.
Form #5 - Sole Source -Goods and Services - less than $100,000, Page 1 of 2,4115/2014
Findings:
Me findings below must include factual information supporting the determination 7.
Market Research Overall finding: n/a
fIn accordance with ORS 279B.075, these are the examples of findings that should be addressed
Select at least one of the findings and prepare the determination as it specifically relates to the
goods or services being procured. More than one finding can be addressed The findings are as
follows.
Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the
efficient utilization of existing goods requires the acquisition of compatible goods or
services from only one source. Manufacturer is providing maintenance for their equipment.
Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that
the goods or services required for the exchange of software or data with other public or
private agencies are available from only one source. n/a
Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the
goods or services are for use in a pilot or an experimental project. n/a
Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the
goods or services are available from only one source. n/a
Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 2 of 2, 4/15/2014