HomeMy WebLinkAbout2021-030 PO 20220004- Idemia Identity & Security USA LLC -
• Purchase Order
CITY,REC*RDER Fiscal Year 2022 Page: 1 of: 1
B City of Ashland ,
ATTN: Accounts Payable
L 20 E. Main *� /�
L Purchase
Ashland, OR.97520 Order# 2O2G.000`�t
-r Phone: 541/652-2010
O Email: payable@ashland.or.us
V • H C/O Police Department
E ' IDEMIA IDENTITY&SECURITY USA LLC I 1155 East Main Street
N 296 CONCORD RD, SUITE 300 p Ashland, OR 97520
O BILLERICA, MA 01821 Phone: 541/482-2211 R T Fax: 541/488-5351
- '
f-itlE i
.:' ....�_:. _\ I EIIy I-1 I-..I•I ). ,. -. _..:_ -.-: _ _I11�I .- _ 11 I I Imo,- —_ —
L nn Merrifield '
�1 CIa6[-ITIE 3 s )=i6�)=E'•i-ai6) ) `3—i�i { )E 6 E ( � --, JI ) CI I_ I,l= I ' II I -
06/25/2021 6195 Cit Accounts Pa able'
Fingerprint Computer Software
1 Fingerprint computer, printer scanner, software and one (1)year 1.0 $7,350.00 $7,350.00
warranty per attached Proposal Reference: IDOR-L060221-03
FY 2022/YEAR 1 (Purchase includes warranty for FY 2022)
Project Account:
2 Additional five(5)year warranty: 1.0 $0.01 $0.01
FY 2023/YEAR 1 of 5 $2,052.00
Project Account
Project Account:
3 Additional five(5)year warranty: 1.0 $0.01 $0.01
FY 2024/YEAR 2 of 5 $2,052.00
Project Account:
4 Additional five (5)year warranty: 1.0 $0.01 $0.01
FY 2025/YEAR 3 of 5 $2,052.00
Project Account:
5 Additional five(5)year warranty: 1.0 $0.01 • $0.01
FY 2026/YEAR 4 of 5$2,052.00
Project Account:
6 Additional five (5)year warranty: 1.0 • $0.01 $0.01
FY 2027/YEAR 5 of 5$2,052.00
Project Account: •
•
***************GL SUMMARY***************
061100-601100 $7,350.05
�3r
QBy: Date: Th4'L�`.' �—u- - - ----- -_--
Authorized Signature 8!_-_,, ��: _-,-" .7 350.05
fr-,7----
'FORM #3 5 CITY OF
ASHLAND
y
,,--;(10„: ' ,:„ 1 t it , s' �� .._ ..,mow_/ ..
REQUISITION ,., .4- '-'i , � D"' re, est: 06)2212021
/ Requires date for delivery:
Vendor Name IDEMIA
Address,City,State,Zip 5515 East La Palma Ave,Suite 100,Anaheim CA 92807
Contact Name&Telephone Number Terry Spalding(714)238-2033
Email address terry.spaiding@us.idemia.com
SOURCING METHOD
❑ Exempt from Competitive Bidding ❑ Invitation to Bid ❑ Emergency•
❑,Reason for exemption: Date approved by Council: 0 Form#13,Written findings and Authorization
❑ AMC 2,50 _(Attach'copy of council communication) 0 Written quote or proposal attached
❑ Written quote or proposal attached (If council approval required,attach copy of CC)
❑ Small Procurement 0 Request for Proposal Cooperative Procurement
Not exceeding$5,000 Date approved by Council: 0 State of Oregon
❑ Direct Award _(Attach copy of council communication) Contract#
O Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington
Date approved by Council: Contract#
` (Attach copy of council communication) 0 Other government agency contract
Intermediate Procurement Sole Source Agency
GOODS&SERVICES ® Applicable Form(#5,6,7 or 6) Contract#
Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement
❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency
PERSONAL SERVICES Date approved by Council: 0 Annual cost to City does not exceed$25,000.
Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by
❑ Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4)
O (3)Written proposals&solicitation attached ❑ Form#9,Request for Approval 0 Annual cost to City exceeds$25,000,Council
❑ Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached approval required.(Attach copy of council communication)
Date approved by Council:
• Valid until: (Date)
Description of SERVICES Total Cost
FY2021-2022$7350(software,computer,printer,scanner,1 year warranty)
FY2022=2027$10260($2052 per year annual warranty) 17,610.00
Item# Quantity Unit Description of MATERIALS Unit Price Total Cost
•
❑ Per attached quote/proposal '.;TOTAI ,COST
Project Number • Account Number o s 1 1 0 0.a 0 1 1 0 0 $ 17610.00
Account Number - Account Number -
"Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect theactual expenditures.
IT Director in collaboration with department to approve all hardware and software purchases: .4- 0t"-'. /f t- 1
rrector ate ppo -Yes/No
By signing this requisition form,I certify that •• -' .ublie-e acting requirements have been satisfied
Employee: 10
T„ (/'/� Department Head: i 1����'"(/�A i �r-----.
�Tom. . A `-' E to or greater than$5,000)
( q 0 a $ , )
Department Manager/Supervisor: ',-- City M.•ager: II
/ r ter than 525,000)
Funds appropriated for current fiscal year: YES'TNO _Air " dD
Finance Director-(Equal to orgreatertlian- ,000) Date
Comments:
Form#3-Requisition
CITY OF
FORM #5 ASHLAND -
sit, S-nIJIRTC«.`E mmumINeatedirmaysnIµT'r� it mos
�G�Q:OADTSYA ITOTSEBRO(C ESS
Less than $1QO., 00,
To: Adam Hanks, Interim City Manager
From: Tighe O'Meara, Chief of Police
Date: 22 June 2021
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: $17,610 ($7350 FY2021-2022, $2052 per year for 5
additional years)
Project name: Live Scan
Description of goods and services: LiveScan station software, scanner, monitor,printer, and 1-
year warranty. Additional 5-year warranty available payable each year. This Live Scan devise is
currently needed to replace the machine that we currently have that is no longer being supported
or is currently operational.
Background:
Ashland Police Department is currently looking to replace an outdated Live Scan machine and
printer for fingerprinting services and background checks. Our current version is no longer
supported and is not operational. This is a service that Ashland Police Department MUST
provide for the City of Ashland municipal court. Fingerprints that are taken at our station can be
electronically sent to the Oregon State Police for confirmation of prints and prior criminal
history or contacts. Business also have potential employees come use this service for background
checks. Due to the nature of which this machine is used for,.we need to purchase this system as
soon as possible, so we can provide as undisrupted service as possible.
Form#5-Sole Source—Goods and Services—Less than$100,000,Page 1 of 2,6/22/2021
Findings:
[The findings below must include factual information supporting the determination].
Market Research Overall fmding: IDEMIA has a proven track record with clientele of similar
nature (law enforcement agencies, military, TSA, FBI). They have over 40 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. IDEMIA 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.
[In 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.7
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. [To carry out a range of law
enforcement tasks, officers need to take a variety of live scan prints. Image quality is critical to
completing those tasks successfully, whatever the conditions. TP5300 provides exceptional image
quality for the live scan capture of tenprints,palms, rolls and writers'edges. Scanning can be
carried out at 500 ppi or 1000 ppi, exceeding the FBI's standard requirements. The high
performance of TP5300 innovating platen is completely unaffected by dry or sweaty fingers,
latent prints left behind, a dirty surface or adverse conditions such as heat, humidity, wetness or
dust.'The result is a set of images that allow the minutiae and pore detail of fingers and hands to
be seen clearly, with virtually no distortion. They have also 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),
FD258 (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.
i
•
Form#5-Sole Source—Goods and Services—Less than$100,000,Page 2 of 2,6/2212021
Lynn Merrifield
From: Joe Luiz
Sent: Wednesday,June 02,2021 2:05 PM
To: Art Le Cours
Cc: Lynn Merrifield
Subject: FW: IDEMIA:Ashland Police Department, OR- LiveScan quote
Attachments: Ashland PD_IDOR-L060221-03_LiveScan_MTRD.pdf
From:Spalding,Terry<Terry.Spalding@us.idemia.com>
Sent:Wednesday,June 02,2021 12:50 PM
To:Joe Luiz<joe.luiz@ashland.or.us>
Cc: Newlin, Gary<Gary.Newlin@us.idemia.com>
Subject: IDEMIA:Ashland Police Department, OR-LiveScan quote
[EXTERNAL SENDER]
Hello Joe—thank you for your time today, please see attached quote for your review.
Please contact me if you have questions.
Thank you,
Terry Spalding
Inside Sales -
Identity&Security, N.A. _
P. +1 714-238-2033
111,4A=Yjel
,Qt .s®aic o s us.idernia..es
*NEW EMAIL ADDRESS*
5515 East La Palma Avenue
Anaheim, CA92807
1
•
5515 East La Palma Avenue,Suite 100 .
Anaheim CA 92807
June 2, 2021
Joe Luiz
Ashland Police Department
1155 East Main Street
Ashland, OR
Email:joe.luizeashland.or.us
Tel: 541-951-8897
Reference No. IDOR-L060221-03
IDEMIA is pleased to provide Ashland Police Department with the following price quote for the IDEMIA
LiveScan System equipped with the accepted standard State of Oregon software and workflows.
IDEMIA's fully integrated LiveScan solution provides Ashland Police Department the following
features and benefits:
• Single-source vendor for all components of the LiveScan solution, including the AFIS interface for records
submission to the State.
• Certification to the FBI's Electronic Fingerprint Transmission Specifications
• !Hit/No Hit"Response from the State AFIS Search
• Automatic fingerprint sequencing and duplicate print checking before scanning is completed,ensuring data
integrity.
• Quick check,review, and edit can be performed on each print.
• All livescan configurations include on-site installation,training, and 1-year on-site warranty.
+cis _
..r,=t. ter:._
t..h ice`-+++1✓
•
Reference:IDOR-L060221-03 Page 1 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www,idemla.cont
•
Solution Description and Pricing
IDEMIA proposes the equipment and services described in Table 1.
Tenprint(Fingerprint)-Desktop Table 1.Pricing Price source:SL-LAWENF
Description Unit Price
TPE-MTRD-ED IDEMIA LiveScan System Tenprint,including:
TPE-CSTX-OREGON • IDEMIA LiveScan Station Software
TPE-COMX-NECFTP • FBI Appendix F Certified Tenprint 500ppi Scanner
TP-IAT-CUSTOM • Computer,Monitor,Keyboard
47FRT • Standard Oregon defined Workflows and profiles $5,600
• Installation/On-site Training
• Warranty: 1 Year On-site Advantage Solution warranty,9X5,Next day on-site
response and parts replacement
• Freight
Optional,Annual.Maintenance (totstart after I tYear•,Warranty)
r,1 Y.ea'On-site Advantage Solution;9X5,Next day'on-site'response and.parts'replacenient ..
Current shipping is 30+days after receipt by IDEMIA of Ashland Police Department completed pre-install documentation,oras
otherwise scheduled.
Options and Pricing
IDEMIA e•ui•ment o•tions and •ricin• described_in Table 2. options Pricing _ _ -
Description Unit Price Annual
Maintenance
TPE-PRT-DUP Printer Black&White Tenprint Card,Duplexer $1,325j;
TPE-PRT-TRAY Printer Additional Tray $425 , WA
•
IDEMIA LiveScan System—Details Table 3.Details
Item Description
Oregon Enterprise • Support of Oregon NIST specifications
Customization • TOT'S:CAR,CNA,MAP and NFUF
• Print Cards:FD249(FBI Criminal),FD258(FBI Applicant);,FD884(FBI Palm),Oregon extra
• Data Card.
• Return messages: No
• Transmissions: FTP,SMTP. -
• Special connections supported: SSL Connection to Oregon State Police.
• Oregon Touch Print Enterprise customization
TPE-COMX-NECFTP • NATMS AFIS Protocol support w/FTP:Compression Support Package with FTP: support for
NEC NATMS Protocol Communications over TCP/IP/FTP Wide Area Network Connections w/
WSQ compression.
•
•
•
Reference:IDOR-L060221-03 Page 2 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemla.com
Customer Responsibilities
Ashland Police Department is responsible for the following:
• Providing necessary facility resources required for equipment installation and operation including
access, space, environmental control, electrical power and networking.
• Providing a technical point of contact for IDEMIA who will be the primary person responsible for
providing and/or coordinating obtainment of site installation pre-requisite information such as network
information, IP addresses, power information, etc.
• To obtain and maintain the required transmission lines and hardware for remote communications to
and from the necessary agencies.
• Providing the necessary local area and wide area networking (LAN and WAN) including service and
backend connectivity as well as any required VPN authorizations
• Obtaining all required authorizations for connectivity.
Assumptions
In developing this proposal, IDEMIA has made the following assumptions:
• The proposed IDEMIA LiveScan System shall conform to the existing IDEMIA LiveScan configuration.
Any additional functional requirements may be treated as change orders.
• An inter-agency agreement between Ashland Police Department and applicable receiving agencies
will be in place.
• Ashland Police Department will provide all necessary communication for connectivity. This includes,
but is not limited to hubs, routers, modems, etc.
Additional engineering effort by IDEMIA beyond the scope of the standard product will be quoted based
on current service rates in effect at the time of the change, plus any related travel or administrative
expenses.Assistance with training and questions for the Ashland Police Department's database or any
programming, scripting, or review of programs beyond work quoted above are excluded from this offer.
Prices are exclusive of any and all state, or local taxes, or other fees or levies. Customer payments are
due to IDEMIA within 30 days after the date of the invoice. Product purchase will be governed by the
IDEMIA Agreement, a copy of which is attached. Firm delivery schedules will be provided upon receipt of
a purchase order. No subsequent purchase order can override such terms. Nothing additional shall be
binding upon IDEMIA unless a subsequent agreement is signed by both parties.
IDEMIA reserves the right to substitute hardware of equal value with equal or better capability, based
upon market availability. If, however such equipment is unavailable, IDEMIA will makes its best effort to
provide a suitable replacement.
Proposal Expiration: August 31,2021
Purchase orders should be sent to IDEMIA by electronic mail,facsimile or U.S. mail. Please direct all
order correspondence, including Purchase Order, to:
Terry Spalding
IDEMIA
5515 East La Palma Avenue,Suite 100
Anaheim, CA 92807
Email:terry.soaldinge.us.idemia.com I Office: (714)238-2033
We look forward to working with you.
Sincerely,
I -
Michael Hash
Vice President of Public Security, State &Local Government-IDEMIA
Reference:IDOR-L060221-03 • Page 3 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia,cont
Advantage Solution Support
The following table provides a summary of the maintenance services and support available
during warranty and following warranty expiration. Initial warranty period is 1 year from the
date of installation.
Support Features Warranty Post Warranty
' Illluded
Ir<•
' Available for purchase
.`i
•:, �Software Support-9X5* +�� `� _..
�. -•a... ,_ ..C'i, a _. ._ -
Unlimited Telephone Technical Support
2 Hour Telephone Response Time
Remote Dial-in Analysis ` •
Software Standard Releases
Software Supplemental Releases
Automatic Call Escalation 4
Software Customer Alert Bulletins
' T,; included'm Available fore urchase"
Har lWare'Suppoit yOn site 9X5* p
On-Site Response 24-hours
On-Site Corrective Maintenance
On-Site Parts Replacement
Preventive Maintenance 'I 4
Escalation Support 4
Hardware Service Reporting
Hardware Customer Alert Bulletins
tr ' Included'in Available for,: urchase
Parts Supparis p
4 n „ Warranty ;
Advanced Exchange Parts Replacement 4
Telephone Technical Support for Parts
Replacement
Parts Customer Alert Bulletins '
•; Software Uplifts;;
Hours of Coverage Available up to 24 Hours Per Optional Optional
Day,7 Days/Week
rHardware Uplifts
Hours of Coverage Available up to 24 Hours Per Optional Optional
Day,7 Days/Week
*Customer local time
r
Reference:IDOR-L060221-03 Page 4 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia.com
•
By signing this signature block below,Ashland Police Department agrees to the terms and
pricing stated in this proposal for the product and services as referenced above. My
signature below constitutes the acceptance of this order and authorizes IDEMIA, LLC to
ship and provide these product and services:
Signature Authorization for Order:
Signature 1)1C6A,011-4AA
Name I G hp 0'P-tear-a_
Date 2.2- J une 2024 .
Total Purchase Price (including any Options): $ I 73gr%:` Y
PLEASE PROVIDE A COPY OF CURRENT TAX EXEMPTION CERTIFICATE(if applicable).
Please provide Billing Address:
/ Sd-lccno police De-part mor)-1--
115-5 /`7a- n S
/Aok/C-Ko ora 97520)
Billing Contact name LyA./ti..) ex-r-i/3 co
Telephone number(52}( ) 5j5.-2., ) 17
Check if Billing Address is same as Shipping Address: Ll' •
Please provide Shipping Address (if different from Billing Address):
Technical Contact name
Telephone number( )
Reference:IDOR-L060221-03 Page 5 of 8
Hernia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia.com
I
Idemia Identity&Security USA LLC Short Form Sales of the cause of action. This limitation of liability survives the
Agreement expiration or termination of this Agreement
1. Scope. Idemia Identity & Security USA LLC, ("IDEMIA" or
°Seller`)having a place of business at 5615 East La Palma Avenue, 7. Confidential Information and Preservation of Proprietary Rights,
Suite 100,Anaheim,California 92807 and A6i..l Gtr-t.p The SLA governs software confidentiality. As to any other information
"./t[jP l7e4s liner (*Customer), having a place of marked'Confidential° and provided by one party to the other, the
business at c L • r' receiving party will maintain the confidentiality of the information and
OIC 97.4 enter into this Sales Agreement not disclose it to any third party; take necessary and appropriate
("Agreement"), pursuant to which IDEMIA will sell to Customer and precautions to protect the information;and use the information only to
Customer will purchase from Seller the equipment,parts,software,or further the performance of this Agreement Confidential information is
services related to the equipment (e.g., installation) described in and will remain the property of the disclosing party,and no grant of
Seller's Proposal or Letter Quote dated 612/2 It .These proprietary rights in the confidential information is given or Intended.
terms and conditions,together with the Proposal or Quote,comprise Seller,any copyright owner of Non-IDEMIA Software,and any third
the "Agreement" Customer may indicate its acceptance of this party manufacturer own and retain all of their proprietary rights in the
Agreement by signing below or by issuing a purchase order that refers equipment, parts and software, and nothing herein is Intended to
to either the Proposal/Quote or to a Customer solicitation to which the restrict their proprietary rights,. Except as explicitly provided in the
Proposal/Quote responds. Only these terms and conditions apply to SLA,this Agreement does not grant any right,title or interest in Seller's
the transaction,notwithstanding any inconsistent or additional terms • proprietary rights, or a license under any Seller patent or patent
and conditions contained in the purchase order or Customer application.
solicitation.
8. Miscellaneous: Each party will comply with all applicable laws,
2. Price Payment and Sales Terms. The Contract Price is U.S. regulations and rules concerning the performance of this Agreement
S 715 , excluding applicable sales, use, or similar or use of the products to the extent they do not conflictwith the laws of
taxes. Seller will submit invoices to Customer for products when they the United States. This Agreement and the rights and duties of the
are shipped and,if applicable,for services when they are performed. parties will be governed by and interpreted in accordance with the laws
Customer will make payments to Seller within twenty(20)days after of the State in which the'products are installed to the extent they do
the invoice date. Unless otherwise stipulated with the Seller when an , not conflict with the laws of the United States. This Agreement
Order is accepted,the Equipment will be delivered by Seller'FCA' cone the entire agreement of the panties regarding this
(Free Carrier),with named place being the Seller's premises where the transaction, supersedes all previous agreements and proposals
Goods are being dispatched,(Incoterms 2010). Title to the Equipment relating to this subject matter,and may be amended only by a written
will pass to Customer upon payment in full of the Contract Price as instrument executed by both parties. Seller is not making, and
outlined above,except that title to Software will not pass to Customer Customer is not relying upon,any representation or warranty except
at any time. Risk of loss will pass to Customer upon delivery of the those expressed herein. There are no certifications or commitments
Equipment to the Customer at the agreed named place of delivery in binding Seller applicable to this transaction unless they are in writing -
accordance with the Incoterm in the contract Seller will pack and ship and signed by an authorized signatory of Seller.
all Equipment in accordance with good commercial practices.
3. Software, If this transaction involves software, any software Idemia Identity&Security USA LLC("SELLER"):
owned by Seller("IDEMIA Software")is licensed to Customer solely in
accordance with Sellers Software License Agreement("SLA"),which Signed "
is attached as Exhibit A and incorporated herein by this reference.Any
software owned by a third party("Non-IDEMIA Software")is licensed Name
to Customer in accordance with the standard license, terms, and
restrictions of the copyright owner unless the owner has granted to Title
Seller the right to sublicense its software pursuantto the SLA,in which
case the SLA applies and the ownerwll have all rights and protections Date
under the SLA as the Licensor. Seller makes no representations or
warranties of any kind regarding Non-IDEMIA Software. �✓t ("CUSTOMER")
)
4. Express Limited Warranty and Warranty Disclaimer. IDEMIA Signed I/ S�'I "CUSTOMER"2
Software is warranted in accordance with the SLA.
5. Delays and Disputes. Neither party will be liable for its non-
Name 77G h a= D C
performance or delayed performance if caused by an event, Title Ch l of of Poll ce
circumstance,or act of a third party that is beyond a party's reasonable
control (a "Force Majeure'). Each party will notify the other if it Date 2.2_ )el P 202 4
becomes aware of a Force Majeure that will significantly delay -
performance. The parties will try to settle any dispute arising from this
Agreement(exceptfor a claim relating to intellectual property or breach _ .
of confidentiality)through good faith negotiations. If necessary,the
parties will escalate the dispute to their appropriate higher-level
managers. If negotiations fail,the parties will jointly select a mediator APP D AS,T2gRAI
to mediate the dispute and will share equally the mediation costs.
Neither party will assert a breach of this Agreement without first giving r/ ,___,
the other party written notice and a thirty(30)day period to cure the
alleged breach. AS l;c Asst.City Attorney
6. LIMITATION OF LIABILITY. Except for personal injJry orgee.44.4. 2/ Z 6Z/
death, Seller's total liability, whether for breach of contract, Date,
warranty,negligence,strict liability in tort,or otherwise,will be
limited to the direct damages recoverable under law,but not to
exceed the purchase price of the products or services for which
losses or damages are claimed. SELLER WILL NOT BE LIABLE
FOR ANY COMMERCIAL LOSS;INCONVENIENCE;LOSS OF USE,
TIME,DATA,GOOD WILL,REVENUES,PROFITS OR SAVINGS; ,
OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR
ARISING FROM THIS AGREEMENT,THE SALE OR USE OF THE
PRODUCTS,OR THE PERFORMANCE OF SERVICES BY SELLER •
PURSUANT TO THIS AGREEMENT. No action for contract breach
or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one year after the accrual
Reference:IDOR-L060221-03 Page 6 of 8
Idemia Identity'&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia.com
•
EXHIBIT A—SOFTWARE LICENSE AGREEMENT Any other use of the Software is strictly prohibited. Without limiting the
In this Exhibit A,the term"Licensor°means Idemia Identity&Security general nature of.these restrictions, Licensee will not make the
USA LLC, ("IDEMIA"); "Licensee," means the Customer, "Primary Software available for use by third parties on a "time sharing,"
Agreement"means the agreement to which this exhibit is attached "application service provider,"or"service bureau"basis or for any other
(IDEMIA Short Form Sales Agreement);and"Agreement'means this similar commercial rental or sharing arrangement.
Exhibit and the applicable terms and conditions contained in the
Primary Agreement. The parties agree as follows: 4.2. Licensee will not, and will not allow or enable any third
party to: (i) reverse engineer, disassemble, peel components,
For good and valuable consideration,the parties agree as follows: decompile,reprogram or otherwise reduce the Software or any portion
to a human perceptible form or otherwise attempt to recreate the
SECTION 1.DEFINITIONS source code;(ii)modify,adapt,create derivative works of,or merge
1.1 "Designated Products" means products provided by the Software; (iii) copy, reproduce, distribute, lend, or lease the
IDEMIA to Licensee with which or for which the Software and Software or Documentation to any third party,grant any sublicense or
Documentation is licensed for use. other rights in the Software or Documentation to any third party,or take
1.2 "Documentation" means product and software any action that would cause the Software or Documentation to be
'documentation that specifies technical and performance features and placed in the public domain;(iv)remove,or in any way alter or obscure,_
any copyright notice or other notice of or IDEMIA's proprietary rights;(v)
capabilities, and the user, operation and training manuals for the provide, copy, transmit, disclose, divulge or
Software(including all physical or electronic media upon which such make the Software or
Documentation available to,or permit the use of the Software by any •
information is provided). third party or on any machine except as expressly authorized by this
1.3 "Open Source Software"means software with either freely Agreement;or(vi)use,or permit the use of,the Software in a manner
obtainable source code,license for modification,or permission for free that would result in the production of a copy of the Software solely by
distribution. activating a machine containing the Software. Licensee may make one
copy of Software to be used solely for archival,back-up,or disaster
1.4 • "Open Source Software License° means the terms or recovery purposes;provided that Licensee may not-operate that copy
• conditions under which the Open Source Software is licensed. of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation
1.5 "Primary Agreement"means the agreement to which this as it may reasonably require for the internal use of the Software.
exhibit is attached(IDEMIA Short Form Sales Agreement).
4.3.. Unless otherwise authorized by IDEMIA in writing,
1.6 "Security Vulnerability" means a flaw or weakness in Licensee will not, and will not enable or allow any third party to: (i)
system security procedures, design, implementation, or internal install a licensed copy of the Software on more than one unit of a
controls that could be exercised(accidentally triggered or intentionally Designated Product;or(ii)copy onto or transfer Software installed in
exploited) and result in a security breach such that data is one unit of a Designated Product onto another device. Licensee may
compromised,manipulated or stolen or the system damaged. temporarily transfer Software installed on a Designated Product to
1.7 "Software° (i) means proprietary software in object code another device if the Designated Product is inoperable or
format,and adaptations,translations,de-compilations,disassemblies, malfunctioning, if Licensee provides written notice to IDEMIA of the
emulations, or derivative works of such software; (ii) means any temporary transfer and identifies the device on which the Software is
modifications,enhancements,new versions and new releases of the transferred. Temporary transfer of the Software to another device
software provided by IDEMIA;and(iii)may contain one or more items must be discontinued when the original Designated Product is returned
of software owned by a third party supplier. The term"Software"does to operation and the Software must be removed from the other device.
not include any third party software provided under separate license or Licensee must provide prompt written notice to IDEMIA at the time
third party software not licensable under the terms of this Agreement temporary transfer is discontinued.
SECTION 5.OWNERSHIP AND TITLE
SECTION 2.SCOPE IDEMIA, its licensors,and its suppliers retain all of their proprietary
IDEMIA and Licensee enter into this Agreement in connection with rights in any form in and to the Software and Documentation,including,
IDE delivery of certain proprietary Software or products but not limited to,all rights in patents,patent applications,inventions,
containing embedded or pre-loaded proprietary Software,or both.This copyrights, trademarks, trade secrets, trade names, and other
Agreement contains the terms and conditions of the license IDEMIA is proprietary rights in or relating to the Software and Documentation
providing to Licensee, and Licensee's use of the Software and (including any corrections, bug fixes, enhancements, updates,
Documentation. modifications, adaptations, translations, de-compilations,
SECTION 3.GRANT OF LICENSE disassemblies,emulations to or derivative works from the Software or
• 3.1. Subject to the provisions of this Agreement and the Documentation,whether made by IDEMIA or another party, or any
•
payment of applicable license fees, IDEMIA grants to Licensee a improvements that result from IDEMIA's processes or, provision of
personal,limited,non-transferable(except as permitted in Section 7) information services). No rights are granted to Licensee under this
and non-exclusive license under IDEMIA's copyrights and Confidential Agreement by implication, estoppel or otherwise, except for those
Information(as defined in the Primary Agreement)embodied in the rights which are expressly granted to Licensee in this Agreement. All
Software to use the Software, in object code form, and the intellectual property developed,originated,or prepared by IDEMIA in
Documentation solely in connection with Licensee's use of the connection with providing the Software, Designated Products,
Designated Products. This Agreement does not grant any rights to Documentation or related services, remains vested exclusively in
source code. IDEMIA,and Licensee will not have any shared development or other
Intellectual property rights.
3.2. If the Software licensed under this Agreement contains or
is derived from Open Source Software, the terms and conditions SECTION 6.LIMITED WARRANTY;DISCLAIMER OF WARRANTY
governing the use of such Open Source Software are in the Open 6.1. If Licensee is not in breach of any of its obligations under
Source Software Licenses of the copyright owner and not this this Agreement,IDEMIA warrants that the unmodified Software,when
Agreement. If there is a conflict between the terms and conditions of used properly and in accordance with the Documentation and this
this Agreement and the terms and conditions of the Open Source Agreement,will be free from a reproducible defect that eliminates the
Software Licenses governing Licensee's use of the Open Source functionality or successful operation of a feature critical to the primary
Software, the terms and conditions of the license grant of the functionality or successful operation of the Software. Whether a defect
applicable Open Source Software Licenses will take precedence over occurs will be determined by IDEMIA solely with reference to the
the license grants in this Agreement. If requested by Licensee, Documentation. IDEMIA does pot warrant that Licensee's use of the
IDEMIA will use commercially reasonable efforts to: (i) determine Software or the Designated Products will be uninterrupted,error-free,
whether any Open Source Software is provided under this Agreement; completely free of Security Vulnerabilities,or that the Software or the
(ii)identify the Open Source Software and provide Licensee a copy of Designated Products will meet Licensee's particular requirements.
the applicable Open Source Software License(or specify where that IDEMIA makes no representations or warranties with respect to any
license may be found);and,(iii)provide Licensee a copy of the Open third party software included in the Software.
Source Software source code,without charge,if it is publicly available 6.2 IDEMIA's sole obligation to Licensee and Licensee's
(although distribution fees may be applicable). exclusive remedy under this warranty is to use reasonable efforts to
SECTION 4.LIMITATIONS ON USE remedy any material Software defect covered by this warranty. These
' 4.1. Licensee may use the Software only for Licensee's internal efforts will involve either replacing the media or attempting to correct
business purposes and only in accordance with the Documentation, significant,demonstrable program or documentation errors or Security
Reference:IDOR-L060221-03 Page 7 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia.com
• f _
•
Vulnerabilities.If IDEMIA cannot correct the defectwithin a reasonable SECTION 11.GENERAL
'time, then at IDEMIA's option, IDEMIA will replace the defective 11.1. COPYRIGHT NOTICES. The existence of a copyright
Software with functionally-equivalent Software, license to Licensee notice on the Software will not be construed as an admission or
substitute Software which will accomplish the same objective, or presumption of publication of the Software or public disclosure of any
terminate the license and refund the Licensee's paid license fee. trade secrets associated with the Software.
6.3. Warranty claims are described in the Primary Agreement. 11.2. COMPLIANCE WITH LAWS. Licensee acknowledges that
• the Software is subject to the laws and regulations of the United States
6.4. The express warranties set forth in this Section 6 are and Licensee will comply with all applicable laws and regulations,
in lieu of, and IDEMIA disclaims, any and all other warranties including export laws and regulations of the United States. Licensee
(express or implied,oral or written)with respect to the Software will not,without the prior authorization of IDEMIA and the appropriate
or Documentation, including, without limitation, any and all governmental authority of the United States,in any form export or re-
implied warranties of condition, title, non-infringement, export,sell or resell,ship or reship,or divert,through direct or indirect
merchantability, or fitness for a particular purpose or use by means,any item or technical data or direct or indirect products sold or
Licensee(whether or not IDEMIA knows,has reason to know,has otherwise furnished,to any person within any territory for which the
been advised,or is otherwise aware of any such purpose or use), United States Government or any of its agencies at the time of the
whether arising by law,by reason of custom or usage of trade,or action, requires an export license or other governmental approval.
by course of dealing. In addition,IDEMIA disclaims any warranty Violation of this provision is a material breach of this Agreement
to any person other.than Licensee with respect to the Software or
Documentation. • 11.3. GOVERNING LAW. This Agreement is governed by the
laws of the United States to the extent that they apply and otherwise
SECTION 7.TRANSFERS by the internal substantive laws of the State to which the Software is
Licensee will not transfer the Software or Documentation to any third shipped if Licensee is a sovereign government entity,to the extent they
party without IDEMIA's prior written consent IDEMIA's consent may do not conflict with the laws of the United States, or the internal
be withheld at its discretion and may be conditioned upon transferee substantive laws of the State of Delaware if Licensee is nota sovereign
paying all applicable license fees and agreeing to be bound by this government entity. The terms of the U.N.Convention on Contracts for
Agreement. the International Sale of Goods do not apply. In the event that the
SECTION 8.TERM AND TERMINATION Uniform Computer Information Transaction Act,any version of this Act,
or a substantially similar law(collectively"UCITA")becomes applicable
8.1 Licensee's right to use the Software and Documentation
will begin when the Primary Agreement is signed by both parties and to a party's performance under this Agreement, UCITA does not
will continue for the life of the Designated Products with which or for govern any aspect of this Agreement or any license granted under this
which the Software and Documentation have been provided by
Agreement
or any of the parties' rights or obligations under this
IDEMIA,unless Licensee breaches this Agreement,in which case this t. The governing law will be that in effect'prior to the
Agreement and Licensee's right to use the Software and applicability of UCITA.
Documentation may be terminated immediately upon notice by 11.4. THIRD PARTY.BENEFICIARIES. This Agreement is
IDEMIA. entered into solely for the benefit of IDEMIA and Licensee. No third
8.2 Within thirty(30)days after termination of this Agreement, party has the right to make any claim or assert any right under this
Licensee must certify in writing to IDEMIA that all copies of the Agreement, and no third party is deemed a beneficiary of this
Agreement. Notwithstanding the foregoing,any licensor or supplier of
Software have been removed or deleted from the Designated Products
and that all copies of the Software and Documentation have been third party software included in the Software will be a direct and
intended third party beneficiary of this Agreement.
returned to IDEMIA or destroyed by Licensee and are no longer in use
by Licensee. 11.5. PREVAILING PARTY. In the event of any dispute arising
acknowledges IDEMIA a considerable out of the subject matter of this Agreement,the prevailing party shall
8.33estment Licenseeoresources ackn in the that IDEMIAdevelopmmade, marketing, and recover, in addition to any other damages assessed,its reasonable
indistribution of the Software and Documentation and that Licensee's attorneys'fees and court costssincurredh dispuin arbitrating, litigating, or
breach of this Agreement will result in irreparable harm to IDEMIA for otherwise settling or resolving such dispute.
which monetary damages would be inadequate. If Licensee breaches 11.6 SURVIVAL. Sections 4,5,6.3,7,8,9,10,and-11 survive
this Agreement,IDEMIA may terminate this Agreement and be entitled the termination of this Agreement.
to all available remedies at law or in equity (including immediate
injunctive relief and repossession of all non-embedded Software and
associated Documentation unless Licensee is a Federal agency of the
United States Government).
SECTION 9.UNITED STATES GOVERNMENT LICENSING
PROVISIONS&RESTRICTED RIGHTS LEGEND
This Section applies if Licensee is the United States Govemment or a
United States Govemment agency. Licensee's use,-duplication or
disclosure-of the Software and Documentation under IDEMIA's
copyrights or trade secret rights is subject to the restrictions set forth
in subparagraphs(c)(1)and(2)of the Commercial Computer Software-
Restricted Rights clause at FAR 52.227-19(JUNE 1987),if applicable,
unless they are being provided to the Department of Defense. If the
Software and Documentation are being provided to the Department of
Defense,Licensee's use,duplication,or disclosure of the Software and
Documentation is subject to the restricted rights set forth in
subparagraph(c)(1)(ii)of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013(OCT 1988),if applicable.
The Software and Documentation may or may not include a Restricted
Rights notice, or other notice referring to this Agreement. The
provisions of this Agreement will continue to apply, but only to the
extent that they are consistent with the rights provided to the Licensee
under the provisions of the FAR or DFARS mentioned above, as
applicable to the particular procuring agency and procurement
transaction.
SECTION 10.CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain
IDEMIA's valuable proprietary and Confidential Information and are
IDEMIA's trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
•
Reference:IDOR-L060221-03 Page 8 of 8
Idemia Identity&Security USA LLC•5515 East La Palma Avenue,Suite 100,Anaheim,CA 92807•www.idemia.com,
CERTIFICATE OF EXEMPTION FROM FEDERAL EXCISE TAX
{
Name of Purchaser,firm or agency Doing Business As
61-
Mina Street Address City State Zit)
t94)t94) Mao 8 khIan k DR_ 4, ,9-
The undersigned represents that he/she is authorized to execute this certificate and hereby claims exemption from taxes imposed by Section 4251 of
the Internal Revenue Code under the following provisions. (Check the appropriate section and provide required information where applicable)
❑ Reseller of Communication Services(Section 4253(e)):It is understood that no tax will be collected by Time Warner Cable and its
affiliates on charges for said services,and that it will be the responsibility of the undersigned to collect such as tax as may due from its
customers,and remit payment to the Internal Revenue Service. FCC 499 ID . Includes businesses operating as a(check one):
( )Competitive Local Exchange Carrier ( )Internet Service Provider 0)Other[please specify]Telecommunications
Provider
❑ Instrumentality of the United States Government(Section 4293)
State/local government,or political subdivision thereof [e.g.,school districts,county offices] (Section 4253(i))
O Indian tribal government(Section 4253(i):Section 7871). For exemption on tribal member's residence service located on
qualified Indian lands,check here 0 and include attestation letter from tribal official. -
❑ A public International Organization(Section4253(c):Section 7701(a)(18)
❑ An organization created and specifically designated tax exempt by an Act of Congress.Public Law No.
❑ A quasi-governmental organization,performing the civic function of :paid from
the funds of (Name of exempt organization).[Attestation letter from exempt organization required.]
❑ Ambassadors,Ministers or other Diplomatic Representatives of a foreign government
❑ Consular officer of a foreign government[DS--98 from OFM required for each exempt telephone number)
r
0 Common carrier,telephone and telegraph company,radio and television broadcasting stations and networks
• Section 4253(f),IRC),tax imposed by Section 4251 of the code on WATS. Note:exemption only applies to WATS,"800"or
"888"service used exclusively in the conduct of its business as a(check one):
( )Common carrier ( )Telephone Company ( )Telegraph Company ( )Radio or Television Broadcasting Station
❑ Nonprofit Educational Organization(Section 4253(j)),includes schools operating as an activity of a church or other
religious body. This organization claiming exemption has received a determination letter(or ruling)from the IRS
qualifying to be exempt from Income Tax under Section 501(a)or Section 501(c)(3).[Copy of 501(c)letter required.]
i M
❑ Nonprofit Hospital(Section 4253(h)).This organization claiming exemption has received a determination letter(or ruling)from
the IRS qualifying to be exempt from Income Tax under Section 501(a).[Copy of 501(c)letterirequired.]
❑ No longer entitled to tax exemption,effective this date:
Please list accounts(telephone numbers)qualified for exemption. If necessary,list on separate page and attach to certificate.
The undersigned agrees to notify Time Warner Cable'and its affiliates in writing when the basis for tax exemption indicated above changes or ceases
to exit. The undersigned certifies that the exemption claimed is allowable under applicable laws and understands that fraudulent use of this certificate'
for the purpose of securing exemption will subject him/her and all guilty parties to a fore or imprisonment,together with costs of prosecution(IRC
Section 7201).
Sign here: � �J /,,
AUTHORIZED REPRESENTATIVE f j kV Ov J DATE cal o2.7 /1 q
[PRINT NAME) C��h' lkS TITLE De_9(J. V-i i ca CG 1�tt D lir"e C
kyv-
CONTACT PHONE NUMBER S 1 t /S5 d-DD' E-MAIL ADDRESS e.:014..1 -Lt1 K.� 407140,1,DK,
tAr
Rev.3/04
- r