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Jan. 14. 2015 3:40PM No, 0790 P. 3/7
MORPHOTRUST USA, INC.
S'Y'STEM MAINTENANCE TERMS AND CONDITIONS
for use with
U.S. End User Customers
covering
MorphoTrustTM Live Scan Product Line
1. GENERAL SCOPE OF COVERAGE Customer shall be responsible for all shipping
expenses, duties, tariffs, taxes, and all other
Subject to payment in full. of the applicable delivery related charges.
maintenance fees for the system ("System") described . MorphoTrust shall make available to Customer
in MorphoTrust USA, Inc.'s ("MorphoTrust") current one copy (in electronic or other standard form)
Maintenance Agreement Addendum ("Addendum") of each Update (defined herein) for those
with customer ("Customer"), MorphoTrust, or its System components that are developed by
authorized agents or subcontractors, shall provide the MorphoTrust and for which MorphoTrust, in
System maintenance services ("Services") set forth and its sole discretion, elects to develop and
in accordance with the terms herein (this "Agreement") generally make available to customers whose
and the Addendum. The terms of the Addendum are Systems are under warranty or under a current
hereby incorporated into this Agreement by this 1vMorphoTYust Maintenance Agreement
reference. Addendum. Customer shall provide
MorphoTrust with continuous network or dial-
II. MAINTENANCE SERVICES up access to the System (whether stand alone
or connected to a central site), and
The Services provided by MorphoTrust are those MorphoTrust shall deliver the Update via this
services selected by Customer from one or more of the remote means of delivery. In the event
following maintenance services programs: continuous network or dial-up access is not
available for 2417 Maintenance Services and
A. Included With All Remedial Maintenance Services. 915 Maintenance Services Customers, then
Included With All Remedial Maintenance Services are MorphoTrust shall install the Update during
as follows: any subsequently scheduled on-site visit by
• Unlimited 24/7 telephone technical support for MorphoTrust for service of the System.' An
System hardware and software from the "Update" means a new release of such System
MorphoTrust TouchCare Support Center via software components that are developed by
MorphoTrust toll free telephone number. MorphoTrust which contain (i) bug fixes,
• TouchCare Support Center managed problem corrections, or a work-around of previously
escalation, as required, to MorphoTrust's identified errors with such software, or (ii)
technical support staff to resolve unique minor enhancements, improvements, or
problems. revisions with substantially similar (but not
• MorphoTrust shall furnish all parts and new) functionality to the original licensed
components necessary for the service and System software.
maintenance of the System.. Replacement parts
shall be sent to the Customer. All replaced B. 24/7 Maintenance Services. MorphoTrust's 2417
defective parts shall become MorphoTrust's Maintenance Services are as follows:
property. MorphoTrust shall determine if a • Customer will receive a telephone response to
replacement part is necessary. Replacement service calls within one (1) hour from the time
parts and components may be new or the Customer places a service call with
refurbished. Unless otherwise agreed by MorphoTrust's Help Desk.
Mo phoTrust, replacement parts and • MorphoTrust's Help Desk will attempt
components needed at international problem resolution via telephonic verbal and
destinations shall be shipped by MorphoTrust dial-in troubleshooting prior to dispatching an
to . the Customer-specified United States MorphoTrust field service engineer to
destination, and the Customer shall arrange for Customer's facility for on-site service..
shipment of the parts and components to the • If on-site service is necessary, such service
final international destination. In the event shall be provided 24/7, including holidays.
MorphoTrust ships replacement parts and MorphoTrust shall use its best efforts to have
components to an international destination, the an MorphoTrust's field service engineer at the
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2012 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust). f
Jan, 14. 2015 3:40PM No. 0190 P. 4/1
Customer's facility within four (4) hours from field service engineer at Customer's facility
the time the engineer is dispatched by within eight (8) working hours from the time
MorphoTrust's Help Desk for customers the engineer is dispatched by MorphoTrust's
located within a 100 mile radius of an Help Desk if Customer's facility is located
authorized MorphoTrust's service location and within a 100 mile radius of an authorized
within 24 hours for customers located outside MorphoTrust's service location and within 24
such 100 mile radius. -hours if Customer's facility is located outside
• At no additional charge (provided Customer such 100 mile radius.
has granted MorphoTrust with continuous • Upon MorphoTrust's acceptance of
network or dial-up access to the System, Customer's request for after hours service,
whether stand alone or connected to a central Customer shall pay for such after hours service
site), MorphoTrust will provide Customer with on a time and materials basis at MorphoTrust's
up to four (4) Customer-requested type of then current rates.
transaction changes to existing type of At no additional charge (provided Customer
transaction applications; provided further, has granted MorphoTrust with continuous
however, that any such type of transaction network or dial-up access to the System,
change does not, in the sole opinion of whether stand alone or connected to a central
MorphoTrust's Development Management site), MorphoTrust will provide Customer with
Team, require a significant development or up to four (4) Customer-requested type of
deployment effort. Generally, a significant transaction changes to existing type of
development effort is one that takes transaction applications; provided further,
MorphoTrust more than one full business day however, that any such type of transaction
to develop, and a significant deployment effort change does not, in the sole opinion of
is one that requires MorphoTrust's deployment MorphoTrust's Development Management
of one or more of its field service engineers to Team,.require a significant development or
more than [5] Customer locations or deployment effort. Generally, a significant
MorphoTrust's field service engineer(s) development effort is one that takes
collectively traveling a distance greater than MorphoTrust more than one full business day
[250] miles in order to complete the to develop, and a significant deployment effort
installations. In any such events, MorphoTrust is one that requires MorphoTrust's deployment
will provide such services on a time and of one or more of its field service engineers to
materials basis and MorphoTrust will provide more than [5] Customer locations or
Customer with a quote for developing and MorphoTrust's field. service engineer(s)
providing Customer with any such applications collectively traveling a distance greater than
and changes, Table updates are treated as [250] miles in order to complete the
Updates and will be made available to installations- In any such events, MorphoTrust
Customer in accordance with Section II.A. of will provide such services on a time and
this Agreement. materials basis and MorphoTrust will provide
Customer with a quote for developing and
C. 9/5 Maintenance Services. MorphoTrust's 915 providing Customer with any such applications
Maintenance Services are as follows: and changes. Table updates are treated as
• Customer will receive a telephone response to Updates and will be made available to
service calls within one (1) hour from the time Customer in accordance with Section II.A. of
Customer places a service call with this Agreement.
MorphoTrust's Help Desk.
• MorphoTrust's Help Desk will attempt D. Help Desk Maintenance Services. MorphoTrust's
problem resolution via telephonic verbal and Help ,DeskMaintenance Services are as follows:
dial-in troubleshooting prior to dispatching an The Services do not include any MorphoTrust
MorphoTrust field service engineer to on-site maintenance services, The Customer
Customer's facility for on-site service, agrees to provide the on-site personnel to assist
• If on-site service is necessary, such service the MorphoTrust Help Desk with
shall be provided nine (9) business hours (that troubleshooting, module replacement, and
is, 8:00 a.m. to 5:00 p.m.) per day, five installation of Updates, as required.
business days per week. MorphoTrust shall • Customer shall maintain at least one (1)
use its best efforts to have an MorphoTrust's MorphoTrust trained System manager on the
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2012 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust)
Jan, 14, 2015 3:41 PM No, 0190 P. 5/1
Customer's System support staff during the E. Preventive Maintenance Services. MorphoTrust's
term of such Services period contained in the Preventive Maintenance Services are as follows:
applicable Addendum, and such Customer Preventive maintenance service calls consist of
System manager shall be responsible for System cleaning, verification of calibration,
periodically backing-up System software in and verification of proper System
accordance with MorphoTrust's periodic configuration and operation in accordance with
requirements. Unless otherwise agreed in MorphoTrust's specifications for such System.
writing by MorphoTrust, the Customer shall be MorphoTrust and Customer will seek to agree
responsible for the installation of each Update. upon the scheduling of the preventive
• Customer will receive a telephone response to maintenance service call promptly after
service calls within one (1) hour from the time commencement of the term of this Agreement
the Customer places a service call with and the commencement of any renewal term.
MorphoTrust's Help Desk. • Preventive maintenance service calls are only
• MorphoTrust shall furnish all parts and available in connection with MorphoTrust's
components necessary for the maintenance of 24/7 Maintenance Services and MorphoTrust's
the System. MorphoTrust's shipment of a 9/5 Maintenance Services offerings.
replacement part to Customer will be initiated Preventive maintenance service calls are priced i
promptly after the MorphoTrust's Help Desk on a per call basis in accordance with
determines the need for such item. MorphoTrust's then current published prices
Replacement part orders initiated prior to 3:00 for such Services. Preventive Maintenance
p.m. Central shall be shipped the same Services may not be available for certain
business day, where orders initiated after 3:00 System components.
p.m. Central shall be shipped the next business
day. All shipments are made via next day M. EXCLUSIONS FROM SERVICES
priority air.
• If a defective part is required by MorphoTrust A. Exclusions. The Services do not include any of the
to be returned to MorphoTrust, the packaging following.
material used in shipment of the replacement • System relocation.
part must be reused to return the defective part. • Additional training beyond that amount or level of
[Note: defective parts are not repaired and training originally ordered by Customer.
returned to Customer. Customer will be . Maintenance support or troubleshooting for
invoiced for any defective parts that are not Customer provided communication networks.
returned to MorphoTrust within two (2) weeks . Maintenance required to the System or its parts
after receipt of the replacement part. arising out of misuse, abuse, negligence,
MorphoTrust is not responsible for any attachment of unauthorized components (including
markings (i.e., asset tags) that Customer may software), or accessories or parts, use of sub-
place on System components. It is Customer's standard supplies, or other causes beyond
responsibility to remove such markings.] MorphoTrust's control.
• Upon Customer's request for MorphoTrust on- • Maintenance required due to the System being
site service, MorphoTrust shall use its best modified, damaged, altered, moved or serviced by
efforts to have an MorphoTrust field service personnel other than MorphoTrust's authorized
engineer at the Customer's facility within 48 service representatives, or if parts, accessories, or
hours from the time the engineer is dispatched components not authorized by MorphoTrust are
by MorphoTrust's Help Desk. Customer shall fitted to the System.
pay for such on-site service on a time and Maintenance required due to failures caused by
travel basis at MorphoTrust's then current Customer or Customer's software or other
rates and travel policies, respectively. Prior to software, hardware or products not licensed by
dispatch of an MorphoTrust engineer, MorphoTrust to Customer.
Customer shall either provide MorphoTrust • Providing or installing updates or upgrades to any
with a purchase order ("P.O"), complete third party (i.e., Microsoft, Oracle, etc.) software.
MorphoTrust's P.O. Waiver form, or provide . Providing consumable parts and components (i.e.,
MorphoTrust with a valid credit card number. platens, toner cartridges, etc.); such items are
replaced at the Customer's expense,
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2012 Livescan System Maintenance Terms and Conditions - U" S Customers (MorphoTrust)
Jan. 14. 2015 3:41PM No, MO P. 6/1
• Maintenance required due . to failures resulting V. TERM AND TI RNMSTATION
from software viruses, worms, Trojans, and any
other. forms of destructive or interruptive 'means This term of this Agreement shall commence upon
introduced into the System.. MorphoTrust's receipt of the annual maintenance fee
• Maintenance required due to failures caused by reflected in the Addendum and shall continue for a
Customer facility issues such as inadequate power period of one (1) year. This Agreement may be
sources and protection or use of the System in renewed for additional one (1) year terms upon the
environmental conditions outside of those parties' mutual agreement and Customer's execution of
conditions specked in MorphoTrust's System an updated Addendum and MorphoTrust's receipt of
documentation. the applicable annual maintenance fee reflected in the
updated Addendum. Either party may terminate this
B. Availability of AdditionalSeryices. At Customer's Agreement in the event of a material breach by the
request, MorphoTrust may agree to perform the other party that remains uncured for a period of thirty
excluded services described immediately above in (30) days from the date the non-breaching party
accordance with MorphoTrust's then current rates. provided the other with written notice of such breach.
Other excluded services that may be agreed to be
performed by MorphoTrust shall require Vt. FEES FOR SERVICES
MorphoTrust's receipt of a Customer P.O., Customer's
completion of MorphoTrust's P.O. Waiver form, or A. Fees. The initial fee for Services under this
Customer providing MorphoTrust with a valid credit Agreement shall be the amount set forth in the
card number before work by MorphoTrust is Addendum. The annual maintenance fee during any
commenced. renewal term will be MorphoTrust's current rates in
effect at the time of renewal. Customer agrees to pay
C. Non-Registered System Components, Any System the total of all charges for Services annually in advance
components not registered in the Addendum for which within thirty (30) days of the date of MorpboTrusfs
Services are requested by Customer may be required to invoice for such charges, Customer understands that
have a pre-maintenance inspection by MorphoTrust alterations, attachments, specification changes, or use
before being added to the Addendum and this of sub-standard supplies that cause excessive service
'Agreement. This inspection will also be required if calls, may require an increase in Service fees during
this Agreement has expired by more than thirty (30) the terra of this Agreement at the election of
days. MorphoTrust's inspection will be billed at MorphoTrust, and Customer agrees to promptly pay
MorphoTrust's current inspection rate plus travel such charges when due.
expenses and parts (if any required).
B. Failure to Pay Fees. If Customer does not pay
D. Third Party Hardware and Software. Customer MorphoTrust's fees for Services or parts as provided
shall be solely responsible for obtaining from hereunder when due: (i) MorphoTrust may suspend
MorphoTrust or an MorphoTrust authorized or performance of its obligation to provide Services until
identified vendor, at Customer's sole expense: (i) all the account is brought current; and (ii) MorphoTrust
MorphoTrust and third party software that may be may, at its discretion, provide the Services at current
required for use in connection with any Updates, major 'non contract/per call" rates on a COD basis.
enhancements or new versions; and (ii) all hardware Customer agrees to pay MorphoTrust's costs and .
that may be required for the use of any Updates, major expenses of collection including the maximum
enhancements or new versions. MorphoTrust will attorneys' fee permitted by law (said fee not to exceed
specify the hardware and third party software 25% of the amount due hereunder).
requirements for any Updates.
VII. LIJ.VIITED WARRANTY / DISCLAIlVIER /
IV. SERVICE CALLS LBUTATION OF LIABILITY
Customer may contact MorphoTtusfs TouchCare MorphoTrust shall provide the Services hereunder in a
Support Center by calling 1-888-HELP-IDX (888-435- professional and workmanlike manner by duly
7439). Service calls under this Agreement will be qualified personnel. EXCEPT FOR. TMS LIMITED
made at the installation address identified in the WARRANTY, MORPHOTRUST HEREBY
Addendum or as otherwise agreed to in writing. DISCLAIMS ALL WARRANTIES, EXPRESS AND
1MPLIl?,D, INCLUDING, BUT NOT LIMITED TO,
THE PLIED WARRANTIES OF
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2012 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust)
Jan. 14. 2015 3:41 PM No, 0790 P. 7/7
i
MERCHANTABILITY AND FITNESS FOR, A IX. MYSCELLANEOUS
PARTICULAR PURPOSE IN REGARD TO THE
SERVICES, SOFTWARE, AND ANY OTHER If under Agreement, MorphoTrust provides Customer
GOODS PROVIDED HEREUNDER. IN NO EVENT with MorphoTrust developed software in furtherance
SHALL " MORPHOTRUST' AGGREGATE of Customer's contract with any U.S. federal, state or
LIABILITY TO CUSTOMER ARISING OUT OF, OR local government entity, then unless agreed in advance
RELATED TO, THIS AGREEMENT, UNDER ANY and in writing by MorphoTrust's Chief Security
CAUSE OF ACTION,OR THEORY OF RECOVERY", Officer or Chief Compliance Officer, Customer shall
EXCEED TBE NET FEES FOR MORPROTRUST' not provide, share, allow access to, or otherwise
SERVICES ACTUALLY PAID BY CUSTOMER TO disclose any such MorphoTrust developed software to
MORPHOTRUST UNDER TIDE APPLICABLE anyone not employed by MorphoTrust or the U.S.
ADDENDUM TO THIS AGREEMENT DURING federal, state or local government entity customer of
THE TWELVE (12) MONTHS PRIOR TO THE Customer.
DATE THE CUSTOMER'S CAUSE OF ACTION
AROSE. IN NO EVENT SHALL MORPHOTRUST This Agreement shall be governed by and construed
BE LIABLE TO CUSTOMER FOR ANY INDIRECT, according to the laws of the State of Minnesota,
SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR excluding its conflict of laws provisions. This
PUNITIVE DAMAGES (INCLUDING, BUT NOT Agreement constitutes the entire agreement between
LIMITED TO, LOST PROFITS OR REVENUE; the parties regarding the subject matter . described
LOSS, INACCURACY, OR CORRUPTION OF herein and may not be modified except in writing
DATA OR, LOSS OR INTERRUPTION OF USE; OR signed by duly authorized representatives of
FOR ANY MATTER BEYOND MORPHOTRUST' MorphoTrust and the Customer. This Agreement may j
REASONABLY CONTROL, EVEN IF ADVISED OF not be assigned by Customer without the prior express
THE POSSIBILITY OF SUCH DAMAGES. NO written consent of MorphoTrust.
ACTION, REGARDLESS OF FORM, MAY BE
BROUGHT BY CUSTOMER MORE THAN TWO
(2) YEARS AFTER THE DATE THE CAUSE OF
ACTION AROSE.
VIII. LEWrED LICENSE TO UPDATES
MorphoTrust may deliver MorphoTrust-developed
Updates to Customer. The terms of MorphoTrust's
end user license for the MorphoTrust's software
delivered as part of the System shall govern
Customer's use of the Updates.
I
5
2012 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust).
- - Page 1 / 1
w
CITY OF m.i. a t
ASHLAND DATE PO NUMBER
20 E MAIN ST. 3/2/2015 12747
ASHLAND, OR 97520
(541) 488-5300
VENDOR: 018122 SHIP To: City of Ashland - Police Dept.
MORPHOTRUST USA, LLC, (DBA) MORPHO USA, 1155 E MAIN STREET
14558 COLLECTIONS CENTER DR ASHLAND, OR 97520
CHICAGO, IL 60693
FOB Point: Ashland, Oreqon Req. No.:
Terms: Net Dept.:
Req. Del. Date: contact: Gail Rosenberq
Special Inst: Confirming? No
Quantity Unit Description Unit Price Ext. Price
Electronic Finqerprintinq 2,399.00
Machine/Program
Used by OSP to process fingerprints
Quote 7886
Annual 9/5 maintenance
Start date: 01/01/2015
End date: 12/31/2015
SUBTOTAL 2,399.00
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 Amount Account Number ` Project Number Amount
E 110.06.09.00.60416 2,399.00
Auth ed Signature ,VENDOR COPY
FORM #3 el T Y _
-ASHLAND
REQUISITION Date of request: 02/23/2015
Required date for delivery:
Vendor Name MomhnTnv;t I IRA Uipntix
Address, City, State, Zip
Contact Name & Telephone Number Penny Van Lith 952.945.3373
Fax Number
952.852.8747
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emer-gencv
❑ 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 ® Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form #4, 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
Description of SERVICES Total Cost
Electronic Fingerprinting - machine/program used by OSP to process fingerprints $2399.00
Quote 7886 annual 9/5 maintenance Jan 1, 2015-Dec 31, 2015
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
® Per attached quotelproposal 1
e
Project Number _ _ _ _ _ _ - _ _ _ Account Number 110.06.09.0(
Account Number
'Expenditure must be charged to the appropriate account numbers for the financials to accurately F EB Q 15
IT Director in collaboration with department to approve all hardware and software _
By signing this re isition fdp I certify that e City' public contracting requirements have been -
EmploYee:~
~ J ~ Department Hey
Department a agerlSupervis4 ity Administrator:
Funds appro dated for current fiscal year: YES / NO ~j ;~OJ ~fu
Finance Director- (Equal to orgi z-: w5 C~"'
Comments:
Form #3 - Requisition
FORM #S CITY OF
ASHLAND
SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS
GOODS AND SERVICES
Less than $100,000
To: Terry Holderness
From: Safran Morpho Trust USA Identix Incorporated
Date: 0212312015
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: 52399.00
Project name: Electronic Fingerprinting
Description of goods and services: Maintenance of fingerprinting machine.
Background:
The fingerprint machine was purchased in December 2008 for the purpose of aiding the courts in
fingerprinting persons who are processed through the courts and also for citiaens 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, 2123/2015
Findingc:
Market Research Overall finding: n/a
Un 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, 2/23/2015