HomeMy WebLinkAbout2015-290 Contract - Morpho Trust USA
Contract for GOODS AND SERVICES Less than $25,000
CITY OF CONTRACTOR: Morpho Trust USA
-ASHLAND CONTACT: James Olsen Qolsen@morphotrust.com)
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 5705 W. Old Shakopee Rd, Bloomington MN
Telephone: 541/488-6002 55437-3107
Fax: 541/488-5311
TELEPHONE: 978-215-2732
DATE AGREEMENT PREPARED: 09/29/2 FAX:
BEGINNING DATE: I/III(P COMPLETION DATE: V31 Ilp
COMPENSATION: $14547.00
GOODS AND SERVICES TO BE PROVIDED:
ADDITIONAL TERMS:
In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Goods and Services will be primary and take
precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a
manner that will not conflict with the said primary City of Ashland Contract.
NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the
CITY AND CONTRACTOR AGREE as follows:
1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and
expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and
materials required for the proper performance of such work.
2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel
assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned
in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are
so registered, licensed and bonded. Contractor must also maintain a current City business license.
3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later
than the date indicated above and start performing the work under this contract by the beginning date indicated
above and complete the work by the completion date indicated above.
4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and
expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the
contract be prematurely terminated, payments will be made for work completed and accepted to date of termination.
Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a
separate written contract is entered into by the City.
5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of
City.
6. Statutory Requirements: ORS 27913.220, 27913.225, 27913.230, 27913.235, ORS Chapter 244 and ORS 670.600 are
made part of this contract.
7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract
is $20,142.20 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a
living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor
who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached
hereto as Exhibit B predominantly in areas where it will be seen by all employees.
8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from
injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of
whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited
to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this
contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs,
judgments, or other damages, directly, solely, and proximately caused by the negligence of City.
9. Termination:
a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties.
b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing
and delivered by certified mail or in person.
C. For Cause. City may terminate or modify this contract, in whole or in art, effective upon deliver of
Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 1 of 5
written notice to Contractor, or at such later date as may be established by City under any of the following
coriditions:
i. If City funding from federal, state, county or other sources is not obtained and continued at levels
sufficient to allow for the purchase of the indicated quantity of services;
ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way
that the services are no longer allowable or appropriate for purchase under this contract or are
no longer eligible for the funding proposed for payments authorized by this contract; or
iii. If any license or certificate required by law or regulation to be held by Contractor to provide the
services required by this contract is for any reason denied, revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Contractor may terminate this contract in the event of a breach of the contract by
the other. Prior to such termination the party seeking termination shall give to the other party
written notice of the breach and intent to terminate. If the party committing the breach has not
entirely cured the breach within 15 days of the date of the notice, or within such other period as
the party giving the notice may authorize or require, then the contract may be terminated at any
time thereafter by a written notice of termination by the party giving notice.
ii. Time is of the essence for Contractor's performance of each and every obligation and duty under
this contract. City by written notice to Contractor of default or breach, may at any time terminate
the whole or any part of this contract if Contractor fails to provide services called for by this
contract within the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or
c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such
termination or modification. However, upon receiving a notice of termination (regardless whether such notice is
given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under
this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination,
Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are
or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to
the termination date if such work was performed in accordance with the Contract.
10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City.
Contractor shall have the complete responsibility for the performance of this contract.
11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated
against minority, women or emerging small businesses enterprises in obtaining any required subcontracts.
Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor
understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to
City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any
requirement of ORS 279A.110 or the administrative rules implementing the Statute.
12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an
asbestos abatement license.
13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.
14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible
in the performance of the contract work set forth in this document.
15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of
any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to
the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a
QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has
instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing
business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in,
or delegate duties under, the Contract.
16. Insurance. Contractor shall at its own expense provide the following insurance:
a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to
provide Oregon workers' compensation coverage for all their subject workers
b. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property
Damage.
C. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage,
Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 2 of 5
including coverage for owned, hired or non-owned vehicles, as applicable.
d. Notice of cancellation or chanoe. There shall be no cancellation, material change, reduction of limits or
intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to !
the City.
e. Additional Insured/Certificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its
elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only
with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages
required by this Contract the Contractor shall furnish acceptable insurance certificates prior to commencing work
under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the
parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If j
requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the City. The
Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-
insurance.
w 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws
of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or
proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and
the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within
the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the
District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized
representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be
construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United
States Constitution, or otherwise, from any claim or from the jurisdiction.
18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.
CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and
authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor
understands and agrees that City's payment of amounts under this contract attributable to work performed after the
last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow
City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In
the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this
contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further
liability to Contractor.
20. Prior Approval Required Provision. Approval by the City of Ashland Council or the Public Contracting Officer is
required before any work may begin under this contract.
21. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by
reference..
Contractor.: City of Y 6-1a nd
;By By
Signature Department H dad
pa
Print Name Print Name
I b
Title Date
W-9 One copy of a W-9 is to be submitted with
f the signed contract. Purchase Order No.
i
D
Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 3 of 5
EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the
number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be
issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from
backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is
subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS
has notified it that it is no longer subject to backup withholding. Contractor further represents and
warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the
Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms, (c) the work under the Contract shall be performed in
accordance with the highest professional standards, and (d) Contractor is qualified, professionally
competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury
that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on
behalf of the entity designated above and authorized to do business in Oregon or is an independent
Contractor as defined in the contract documents, and has checked four or more of the following
criteria:
X (1) 1 carry out the labor or services at a location separate from my residence or is in a
specific portion of my residence, set aside as the location of the business.
X (2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
X (3) Telephone listing is used for the business separate from the personal residence listing.
X (4) Labor or services are performed only pursuant to written contracts.
X (5) Labor or services are performed for two or more different persons within a period of one
year.
X (6) 1 assume financial responsibility for defective workmanship or for service not provided
as evidenced by the ownership of performance bonds, warranties, errors and omission
insurance or liability insurance relating to the labor or services to be provided.
Contractor (Date)
Contract for Goods and Services Less than $25,000, Revised 06!02!2015, Page 4 of 5
CITY OF ASHLAND, OREGON
EXHIBIT B
City of Ashland
LIVING
WAGE
per hour effective June 30, 2015
ILA (Increases annually every June 30 by the
Consumer Price Index)
portion of business of their 401 K and IRS eligible
employer, if the employer has cafeteria plans (including
ten or more employees, and childcare) benefits to the
has received financial amount of wages received by
assistance for the project or the employee.
y For all hours worked under a business from the City of
service contract between their Ashland in excess of Note: "Employee" does not
employer and the City of $20,142.20. include temporary or part-time
Ashland if the contract employees hired for less than
exceeds $20,142.20 or more. If their employer is the City of 1040 hours in any twelve-
Ashland including the Parks month period. For more
r For all hours worked in a and Recreation Department. details on applicability of this
month if the employee spends policy, please see Ashland
50% or more of the In calculating the living wage, Municipal Code Section
employee's time in that month employers may add the value 3.12.020.
working on a project or of health care, retirement,
For additional information:
Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall,
20 East Main Street, Ashland, OR 97520 or visit the city's website at www.ashland.or.us.
Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all
employees.
CITY OF
ASHLAND
Contract for Goods and Services Less than $25,000, Revised 06/02/2015, Page 5 of 5
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V Nov. 17, 2014 3.32PM No. 0653 P. 1/7
tti SAFRAN
MorphoTrust USA
Cover Sheet
To: Kelly Haptonstall
Company: Ashland Police Department, OR
Phone: 541-552-2116
Fax: 541-488-5351 5q-I- 5 53 ~ 1 5L4
haptonsk@ashland.or.us
Froni: Penny Van Lith
Company: MorphoTrust USA
Phone: 952-945-3373
Fax: 952-852-8747
Email address: pvanlith@morphotrust.com
Date: August 15, 2014
Pages including this cover page: 1 of
Comments:
According to our records your Maintenance with MorphoTrust USAT~' for your Fingerprinting Equipment expires on 12-31-14
Your coverage is: Annual 9/5 Coverage.
Attached for your review is the Maintenance Agreement Addendum Quote that continues your current coverage. Please sign
and date the Maintenance Agreement Addendum and return by fax or email. ***1f a purchase order is required (by your
company), please reference our Quote YD # andMorphoTrust USA Terms and Conditions on your PO.
Once the Addendum is returned we will send an invoice, (NOTE: Invoice will be processed from start date of contract).
If you are interested in changing your coverage the following options are available:
*Annual Helpdesk Coverage
Annual 24/7 Coverage
*Preventative Maintenance Visits (only available with 9/5 or 24/7 coverage) Preventative Maintenance is a
scheduled periodic visit between 9:00 am and 5:00 pm Monday - Friday
If you would like to request a quote for different coverage or if you have any questions, please feel free to contact me.
PLEASE NOTE: As of March 31, 2016 we will no longer provide a maintenance agreement for the TP-3000XDFS-ED
Fingerprinting systems. However, we will continue to support these systems on a 71me and Material basis as long asparts are
available. Please contact Jim Olsen at 97821'5-27'32 for information on the New Products that we have to offer.
Thanks,
Penny Van Lith
Contracts Administrator
SAFRAN
U MorphoTrust USA
Please visit our web site at: www.morahotrust.com
MorphoTrust USA Help Desk # 888-435-7439
Oct. 2.2015 1126AM No. 1530 P. 2/7
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Oct, 2.2015 11:26AM No. 1530 P. 3/7
MORPHOTRUST USA, LLC
SYSTEM MAINTENANCE TERMS AND CONDITION'S
for use with
U.S. End User Customers
covering
MorphoTrust® TouchPrinfTM 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, LLC's ("MorphoTrust") current one copy (in electronic or other standard forth)
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 MorphoTrust 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
• l ,IorphoTrust shall furnish all parrs 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 Series. 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.
MorphoTrust, 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 a
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 a
components to an international destination, the MorphoTrust's field service engineer at the
1
2014 Livescan System Maintenance Tenns and Conditions - U S Customers (MorphoTrust USA LLC)
Oct, 2.2015 11:26AM No. 1530 P. 4/7
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 Morpho'lkusfs
located within a 100 mile radius of an Help Desk if Customer's facility is located
authorized lvlorphoTrust'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
MorpboTrust'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 sign (cant 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 sign (cant 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 oM 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- Yn any such events, MorphoTrust
Customer in accordance with Section ZX.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: aad 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 Desk Maintenance Services are as follows:
dial-in troubleshooting prior to dispatching a • 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
• ff 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
2
2014 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust USA LLQ
Oct. 2. 2015 11: 26AM No, 1530 P. 5/7
Customer's' System support staff during the preventive maintenance service calls consist of
term of such Services period contained in the System cleaning, verification of calibration,
applicable Addendum, and such Customer and verification of proper System
System manager shall be responsible for configuration and operation in accordance with
periodically backing-up System software in MorphoTrust's specifications for such System.
accordance with MorphoTrust's periodic MorphoTrust and Customer will seek to agree
requirements- Unless otherwise agreed in upon the scheduling of the preventive
writing by MorphoTrust, the Customer shall be maintenance service call promptly after
responsible for the ;installation of each Update. commencement of the term of this Agreement
• Customer will receive a telephone response to and the commencement of any renewal term.
service calls within one (1) hour from the time preventive maintenance service calls are only
the Customer places a service call with available in connection with MorphoTrust's
MorphoTrust's Help Desk. 24/7 Maintenance Services and MorphoTrust's
• MorphoTrust shall furnish all parts and 9/5 Maintenance Services offerings.
components necessary for the maintenance of Preventive maintenance service calls are priced
the System. MorphoTrust's shipment of a on a per call basis in accordance with
replacement part to Customer will be initiated MorphoTrust's then current published prices
promptly after the MorphoTrust's Help Desk for such Services. Preventive Maintenance
determines the need for such item. Services may not be available for certain
Replacement part orders initiated prior to 3:00 System components,
p.m. Central shall be shipped the same
business day, where orders initiated after 3:00 II[. EXCLUSIONS FROM SERVICES
p.m. Central shall be shipped the next business
day. All shipments are made via next day A. Exclusions. The Services do not include any of the
priority air. following:
• If a defective part is required by MorphoTrust • System relocation,
to be returned to MorphoTrust, the packaging Additional training beyond that amount or level of
material used in shipment of the replacement training originally ordered by Customer-
part must be reused to return the defective part. . Maintenance support or troubleshooting for
[Note: defective parts are not repaired and Customer provided communication networks,
returned to Customer- Customer will be : Maintenance required to the System or its parts
invoiced for any defective parts that are not arising out of misuse, abuse, negligence,
returned to MorphoTrust within two (2) weeks attachment of unauthorized components (including
after receipt of the replacement part. software), or accessories or parts, use of sub-
MorphoTrust is not responsible for any standard supplies, or other causes beyond
markings (i.e., asset .tags) that Customer may MorphoTrust's control.
place on System components. It is Customer's Maintenance required due to the System being
responsibility to remove such markings.] modified, damaged, altered, moved or serviced by
• Upon Customer's request for MorphoTrust on- personnel other than MorphoTrust's authorized
site service, MorphoTrust shall use its best service representatives, or if parts, accessories, or
efforts to have a MorphoTI ust field service components not authorized by MorphoTrust are
engineer at the Customer's facility within 48 fitted to the System.
hours from the tirne the engineer is dispatched . Maintenance required due to failures caused by
by MorphoTrust's Help Desk. Customer shall Customer or Customer's software or other
pay for such on-site service on a time and software, hardware or products not licensed by
travel basis at MorphoTrust's then current MorphoTrust to Customer.
rates and travel policies, respectively- Prior to a Providing or installing updates or upgrades to any
dispatch of a MorphoTrust engineer, Customer third party (i.e., Microsoft, Oracle, eta) software,
shall provide MorphoTrust with a purchase • Providing consumable parts and components (i.e.,
order ("P.O."), complete MorphoTrust's P.O_ platens, toner cartridges, etc.); such items are
Waiver form, or provide MorphoTrust with a replaced at the Customer's expense_
valid credit card number-
a Maintenance required due to failures resulting E. preyeptiveILaintenance Services. MorphoTrust's from software viruses worms, Trojans, and any
other forms of destructive or interruptive means
Preventive Maintenance Services are as follows: introduced into the System.
3
2014 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust USA LLC)
Oc t, 2. 2015 11 ; 27AM No. 1530 P. 6/7
• Maintenance required due to failures caused by period of one (1) year. This Agreement may be
Customer facility issues such as inadequate power renewed for additional one (1) year terms upon the
sources and protection or use of the System in parties' mutual agreement and Customer's execution of
environmental conditions outside of those an updated ,Addendum and MorphoTrust's receipt of
conditions specified in. MorphoTrust's System the applicable annual maintenance fee reflected in the
documentation. updated Addendum. Either party may terminate this
Agreement in the event of a material breach by the
B. Ayailabil_xty a£Additional Services- At Customer's other party that remains uncured for a period of thirty
request, MorphoTrust may' agree to perform the (30) days from the date the non-breaching party
excluded services described immediately above in provided the other with written notice of such breach,
accordance with MorphoTrust's then current rates.
Other excluded services that may be agreed to be VI. FEES FOR SERVICES
performed by MorphoTrust shall require
MorphoTrust's receipt of a Customer P.O., Customer's A. ee . The initial fee for Services under this
completion of MozphoTrust's P.O_ Waiver form, or Agreement shall be the amount set forth in th6
Customer providing MorphoTrust with a valid credit Addendum. The annual maintenance fee during any
card number before work by MorphoTrust is renewal term will be MorphoTrust's current rates in
commenced. effect at the time of renewal. Customer agrees to pay
the total of all charges for Services annually in advance
C. Non-Registered System Components. Any System within thirty (30) days of the date of MorphoTrust's
components not registered in the Addendum for which invoice for such charges. Customer understands that
Services are requested by Customer may be required to alterations, attachments, specification changes, or use
have a pre-maintenance inspection by MorphoTrust of sub-standard supplies that cause excessive service
before being added to the Addendum and this calls, may require an increase in Service fees during
Agreement. This inspection will also be required if the term of this Agreement at the election of
this Agreement has expired by more than thirty (30) MorphoTrust, and Customer agrees to promptly pay
days. MorphoTrust's inspection will be billed at such charges when due.
MorphoTrust's current inspection rate plus travel
expenses and parts (if any required). E. Failure to PavFees. If Customer does not pay
MorphoTrust's fees for Services or parts as provided
D. ihird party Hardware and Software. Customer hereunder when due: (i) MorphoTrust may suspend
shall be solely responsible for obtaining from performance of its obligation to provide Services until
MorphoTrust or an MorphoTrust authorized or the account is brought current; and (ii) MorphoTrust
identified vendor, at Customer's sole expense: (i) all may, at its discretion, provide the Services at current
MorphoTrust and third party software that may be "non contract/per call" rates on a COD basis.
required for use in connection with any Updates, major Customer agrees to pay MorphoTrust's costs and
enhancements or new versions: and (ii) all hardware expenses of collection including the maximum
that may be required for the use of any Updates, major attorneys' fee permitted by law (said fee not to exceed
enhancements or new versions. MorphoTrust will 25% of the'amount due hereunder).
specify the hardware and third party software
requirements for any Updates- VII. LD41TED WARRANTY / DISCLAIMER /
LIMITATION OF LIABILITY
TV. SERVICE CALLS
MorphoTrust shall provide the Services hereunder in a
Customer may contact MorphoTrust's TouchCare professional and workmanlike manner by duly
Support Center by calling 1-888-1-1;LP-IDX (588435- qualified personnel. EXCEPT FOR THIS LMTED
-7439). Service calls under this Agreement will be WARRANTY, MORPHOTRUST HEREBY
made at the installation address identified in the DISCLAMIS ALL WARRANTIES, EXPRESS AND
Addendum or as otherwise agreed to in writing- 11 VLIED, INCLUDING, BUT NOT LIMITED TO,
THE 12APLIED WARRANTIES OF
V. TERM AND TERMINATION MERCHANTA13MIT`Y" AND FITNESS FOR A
PARTICULAR PURPOSE IN REGARD TO THE
This term of this Agreement shall commence upon SERVICES, SOFTWARE, AND ANY OTHER
MorphoTrust's receipt of the annual maintenance fee GOODS PROVIDED HEREUNDER. 19 NO EVENT
reflected in the Addendum and shall continue for a SHALL MORPHOTRUST'S AGGREGATE
4
2014 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust USA LLC)
Oct, 2-2015 11:27AiM No, 1530 P. 7/7
LIABMITY-TO CUSTOMER ARISING OUT-OF, OR
RELATED TO, THIS AGREEMENT, FINDER ANY JX. MISCELLANEOUS
CAUSE OF ACTION OR THEORY OF RECOVERY,
EXCEED THE NET FEES FOR MORPHOTRUST'S If under Agreement, MorphoTrust provides Customer
SERVICES ACTUALLY PAID BY CUSTOMER TO with MorphoTrust developed software in furtherance
MORPHOTRUST UNDER THE APPLICABLE of Customer's contract with any U.S. federal, state or
ADDENDUM TO THIS AGREEMENT DURING local government entity, then unless agreed in advance
THE TWELVE (12) MONTHS PRIOR TO THE and in writing by MorphoTrust's Chief Security
DATE THE CUSTOMER'S CAUSE OF ACTION Officer or Chief Compliance Officer, Customer shall
AROSE. IN NO EVENT SHALL MORPHOTRUST not provide, share, allow access to, or otherwise
BE LIABLE TO CUSTOMER FOR ANY INDIRECT, disclose any such MorphoTrust developed software to
SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR anyone not employed by MorphoTrust or the U.S.
PUNITIVE DAMAGES (INCLUDING, BUT NOT federal, state or local government entity customer of
LIMITED TO, LOST PROFITS OR REVENUE; Customer-
LOSS, INACCURACY, OR CORRUPTION OF
DATA OR LOSS OR INTERRUPTION OF USE; OR This Agreement shall be governed by and construed
FOR ANY MATTER BEYOND MORRHOTRCIST'S according to the laws of the Commonwealth of
REASONABLY CONTROL, EVEN IF ADVISED OF Massachusetts, excluding its conflict of laws
THE POSSIBILITY OF SUCH DAMAGES. NO provisions. This Agreement constitutes the entire
ACTION, REGARDLESS OF FORM, MAY BE agreement between the parties -regarding the subject
BROUGHT BY CUSTOMER MORE THAN TWO matter described herein and may not be modified
(2) YEARS AFTER THE DATE THE CAUSE OF except in writing signed by duly authorized
ACTION AROSE. representatives of MorphoTrust and the Customer.
This Agreement may not be assigned by Customer
VIII. LIFTED LICENSE TO UPDATES without the prior express written consent of
MorphoTrust.
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.
5
2014 Livescan System Maintenance Terms and Conditions - U S Customers (MorphoTrust USA LLQ
Page 1 / 1
CITY OF
ASHLAND DATE PO NUMBER
20 E MAIN ST. 10/15/2015 13191
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 Del t.:
Req. Del. Date: Contact: Lynn Merryfield
Special Inst: ConfirminW No
Quantity Unit Description Unit Price Ext. Price
Livescan system with 1 yr help desk 14,547.00
included $9095.00
Livescan printer with 1 yr help desk
included $2,380.00
Installation adn training one-day
onsite $1,620.00
Shippinq, upqraded warranty, support
packaqe, customization $1,452.00
Contract for Goods and Services
Beqinninq date: 01/01/2016
Completion date: 03/31/2016
SUBTOTAL 14 547.00
BILL TO: Account Payable TAX 0.00
20 EAST MAIN ST FREIGHT 0.00
541-552-2010 TOTAL 14,547.00
ASHLAND, OR 97520
Account Number Project Number Amount Account ;lumber Project Number Amount
E 110.06.11.00.60110 14,547:00
i
i
VENDOR
Authored Signature f COPY
FORM #3 CITY OF
ASHLAND
REQUISITION Date of request: G LIG i0
Required date for delivery:
Vendor Name Mnrnhn Tn ict I IqA
Address, City, State, Zip 5705 W. Old Shakopee Rd. Bloomington MN 55437-3107
Contact Name & Telephone Number James Olsen (lolsen morphotrust.com, Phone 978-215-2732, Cell 978-760-0497)
Fax Number
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Emergency
❑ 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 Attach co of council communication If council approval required, attach co of CC
❑ Small Procurement Cooperative Procurement
Less than $5,000 Date El Request for Proposal (Copies on file) [I State of Oregon
El Direct Award approved by Council:
Attach copy of council communication Contract #
❑ Verbal/Written quote(s) or proposal(s) py ) ❑ 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 - (Attach copy of council communication)
Description of SERVICES Total Cost
Livescan system with 1 yr help desk included-$9095
Livescan printer with 1 yr help desk included-$2380
Installation and Training-one day on site-$1620 $14547.00
Shipping, upgraded warranty, support package, customization -$1452
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
See above
TOTAL COST
® Per attached quote/proposal $14547.00
Project Number _ _ _ _ _ _ - _ _ _ Account Number 110.06.11.00.601100
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:
lT Director Date Support -Yes / No
By signing this requisition form, I certify that the Ci 's public contracting requirements have been satisfie
r-- f
Employee. Department K 1 _D,_
V ` (qual to or greater than $5,000)
Department Manager/Supervisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year: % YES/ NO
Finance Director- (Equal to orgreater k $5,000) Date
Comments:
Form #3 - Requisition
FORM #5 CITY OF
ASHLAND
SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS
GOODS AND SERVICES
Less than $100,000
To: Chief O'Meara, Ashland Police Department
From: MorphoTrust USA
Date: September 29, 2015
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: S14547.00
Project name: Live Scan
Description of goods and services: Enhanced Definition Desktop Live Scan system with a flat
panel monitor and printer. Also includes one day on the site installation and training. This Live
Scan devise is currently needed to replace the machine that we currently have that will no longer
be supported as of March 2016
Background:
Ashland Police Department is currently looking to replace an outdated Live Scan machine and
printer for fingerprinting services and backo ound checks. Our current version will no longer be
supported and this machine and software provides a valuable service to our Police Department
and the safety of our community. Fingerprints that are taken at our station can be electronically
sent to the Oregon State Police for confirmation ofprints and prior criminal hist07y or contacts.
Businesses also have potential employees come use this service for backo round checks. Our
current Live Scan machine will not be supported as of March 2016 and we will be unable to
receive help in regards to any issue that may arise. Due to the nature of which it is used for, we
need to make sure to keep this system as current as possible and have technological support
when needed.
Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 1 of 2, 9/29/2015
Findings:
[The findings below must include factual information supporting the determination7.
Market Research Overall finding: Moipho Trust has a proven track record with clientele of
similar nature (law enforcement agencies, military, TSA, FBI). They have over 20 years of
experience dealing with law enforcement and know that image quality, capturing speed, and ease
of use are important. There state of the art equipment provides agencies with the ability to
capture fingerprints accurately before submitting them for backgrounds. Moipho Trust has some
of the lowest reject rates in the industry. In return this provides law enforcement and potential
employers to do their job in an efficient manner. Company highlights include: a growing network
of over 1200 service centers nationwide, authorized for FBI channeling, and they are the leader
in identity solutions with secure ID issuance solutions provided to 42 or the 50 states.
LIn accordance with ORS 279B. 075, these are the examples o~fzndinas 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
ollows.
Pursuant to ORS 27913.075 (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. Ashland Police Department has
purchased a Live Scan system from this vendor in the past. They have customized a touch print
enterprise exclusively for Oregon. This customization was created to support the new Oregon
NIST specifications. TOT 's,. CAR, CAN. MAP, and NFUF: PRINT CARDS. FD249 (FBI
Criminal), FD 258 (FBI Applicant), FD884 (FBI Palm), Oregon extra data card. Return
messages: No transmissions; FTP, SMTP. Also special SSL connections that transmit data
directly to Oregon State Police.
Form #5 - Sole Source -Goods and Services - Less than $100,000, Page 2 of 2, 9/29/2015