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HomeMy WebLinkAbout124916 PRINTRAK INTERNATIONAL - CONTRACT - CONTRACT - 3300974R 1250 North Tustin Avenue Anaheim, California 92807 ., PRINTRAK Customer Support Center A Motorola Company (800) 734-6241 Direct Fax (714) 237-0050 AGENCY NAME City of Fort Collins Police Dept AUTHORIZATION TO INVOICESA # 001783-000 By signing this form, you are authorizing Printrak, A Motorola Company to invoice you for the amount as indicated below and in the above referenced Maintenance and Support Agreement. If your agency requires you to issue a Purchase Order (P.O.), please include that number on this form. 0 Hard copy Purchase Order to be forwarded under separate cover BILLINGS OPTIONS: Unless otherwise stated, price is payable annually in advance. If another billing plan is desired, please select that preference below. (Check One) Term : 1/1103—12/31/03 Total dollar amount of Maintenance and Support Agreement: $7,235.00 (U.S. $) ❑ Annual Invoice ❑ Quarterly Invoice' (Quarterly payments must exceed $3,000) ❑ Monthly Invoice* (Monthly payments must exceed $1,000) ❑ Credit card invoice ❑ VISA ❑ MasterCard Cardholder name Card # Note: ' Quarterly and Monthly payments are subject to surcharge. $ Quarter $ Month ❑ Other, please specify: Expiration Date Open Ended By choosing this option, Printrak is authorized to add support services to your agreement as necessary and continue your support unless terminated. (This option saves you time and expense associated with issuing a new P.O. each time support is added, price changes occur, or end dates are reached.) You will be repriced annually with a sixty (60) day notice prior to maintenance agreement renewal. Cancellation requires a thirty (30) day written notice ❑ Limited By choosing this option, you will receive renewal pricing at least sixty (60) days prior to the expiration of your contract. Cancellation requires a thirty (30) day written notice. ❑ TAXABLE ❑ TAX EXEMPT TAX STATUS (A copy of your tax exemption certificate must accompany this form) PAYMENT TERMS Payment terms are within twenty (20) days after the date of the invoice BILLING INSTRUCTIONS PRINTED CONTACT NAME Purchase Order # TITLE Street Address #1 Street Address #2 City, State, Zip Telephone FAX EMail Authorized Signature Date Vers 2 8.12.02 '3. Seller Responsibili 3.1 Anti -virus software. At Customer's request, Seller will make every reasonable effort to test and verify specific anti -virus, anti -worm, or anti -hacker patches against a replication of Customer's application. Seller will respond to any reported problem as an escalated support call. 3.2 Customer Notifications. Seller shall provide access to (a) Field Changes; (b) Customer Alert Bulletins; and (c) hardware and firmware updates, as released. 3.3 Account Reviews. Seller shall provide annual account reviews to include (a) service history of site; (b) downtime analysis; and (c) service trend analysis. 3.4 Remote Installation. At Customer's request, Seller will provide remote installation advice or assistance for Updates. 3.5 Software Release Compatibility. At Customer's request, Seller will provide: (a) current list of compatible hardware operating system releases; and (b) a list of Seller's Software Supplemental or Standard Releases 3.6 On -Site Correction. Unless otherwise stated herein, all suspected Residual Errors will be investigated and corrected from Seller's facilities. Seller shall decide whether on -site correction of any Residual Error is required and will take appropriate action. 4. Decision Support System ("DSS") Products. (applies to Printrak's PremierCAD Software only). The CAD DSS products are supported on a consultative basis only with annual consultation hours not to exceed eight (8) hours. Any additional consultation shall be invoiced on a time and material basis at Seller's then current rates for professional services. 5. Incident Based Reporting ("IBR") Compliance. (applies to Printrak's RMS InfotrakrM Software only) Unless otherwise stated herein, IBR Compliance on Seller's RMS InfotrakTM is not part of the covered Services. 6. Annual System Performance Review and Report. prepare the following reports, to include: (a) System Analysis MEASURE: PEEK: VIEWSYS: EMSA/TMDS: File Sizing: (applies to Printrak's PremierCAD software only) Seller will Evaluate disk and CPU load Evaluate memory availability and use Evaluate use and availability of PCBs Review logs for hardware reports Review file sizing on changeable files (b) Pathway Analysis Evaluate effectiveness of system configuration for current load. Evaluate TCP/Server statistics. Evaluate efficiency of server class maximum and minimum settings. (c) Performance Analysis TMX Timings: Evaluate application response times Based on the Annual System Performance Review and Reports, Seller's Technical Support Analyst will review findings and recommend software or hardware changes to improve overall operations. (The below listed terms are applicable only when the Maintenance and Support Agreement includes (a) Equipment which is shown on the Description of Covered Products, Exhibit A to the Maintenance and Support Agreement,- or (b) CAD HP NonStop S-Series hardware in addition to the Seller CAD Software.) 7. On -site Product Technical Support Services. Seller shall furnish labor and parts required due to normal wear to restore the Equipment to good operating condition. 7.1 Seller Response. Seller will provide telephone and on -site response to Central Site, defined as the Customer's primary data processing facility, and Remote Site, defined as any site outside the Central Site, as shown in Support Plan Options and Pricing Worksheet. 7.2 At Customer's request, Seller shall provide continuous effort to repair a reported problem beyond the PPM. Provided Customer gives Seller access to the Equipment before the end of the PPM, Seller shall extend a two (2) hour grace period beyond PPM at no charge. Following this grace period, any additional on -site labor support shall be invoiced on a time and material basis at Seller's then current rates for professional services. 7.3 CAD HP NonStop S-Series SERVICE PLANS (a) High Availability Plan Under the High Availability Plan, the PPM is 24 hours per day, 7 days per week with coverage on national holidays for corrective service only. HP will normally schedule a Support Engineer (SE) for arrival on -site within four (4) hours. ISD Maintenance and Support Agreement. 8/25/02 rev. final Page 9 (b) The High Availability Plan includes the following features at no additional charge ♦ No Fault extends service for repair of damage to HP Nonstop S-Series hardware for certain causes other than ordinary use. These include (and are not limited to): Customer spilling substances or objects in or onto hardware; Customer operational error; Customer errors in hardware configuration; Customer improperly attaching or using non -Seller supplied equipment or parts; interruption of communication lines; fluctuations or failure of electrical current except where the fluctuation or failure is caused by lightning or other natural causes. Either party upon thirty (30) days prior written notice may cancel this feature. ♦ Call Reserve provides up to three (3) HP NonStop S-Series hardware related service calls per System per contract year, for up to 4 hours each, to be used at Customer's discretion. Certain custom services are excluded. The service calls may be used consecutively for longer on -site assistance. ♦ Ready Review provides a publication called "Guide to Business Recovery Planning" and an annual consultation with Customer to discuss disaster preparedness. (c) Enhanced Plan. Under the Enhanced Plan, the PPM is 8:00 a.m. to 5:00 p.m. (local time) Monday through Friday, excluding national holidays. HP will normally schedule a Support Engineer (SE) for arrival on -site within eight (8) PPM hours. (d) GENERAL PROVISIONS. At any time during the initial warranty period of any item of HP NonStop S-Series hardware, warranty service may be enhanced to the level of any Service Plan at the charges available from Seller. If a corrective maintenance request is determined by Seller to be unrelated to an item of maintained HP NonStop S-Series hardware, Customer may be invoiced on a time and material basis at Seller's then current rates for professional services. (e) Under all CAD HP NonStop S-Series hardware service plans, coverage will include: ♦ Perform corrective or scheduled preventive service during the PPM specified in the Plan. ♦ Log all service requests and furnish telephone and/or on-line diagnostic services from the Seller's call intake center or the HP Nonstop Support Center (CTNSC) 24 hours per day, 7 days per week. ♦ Furnish all labor, parts, materials, and on -site service during the PPM as necessary to ensure HP NonStop S-Series hardware is operating in accordance with applicable published specifications. Replacement parts will be new or equivalent of new in performance. Replaced parts will become the property of HP. ♦ Install any mandatory Field Change Order(s) required for the safety or proper operation of maintained HP NonStop S- Series hardware. • Assign an HP Customer Engineer and an alternate who will be responsible for providing service ♦ Provide on an annual basis (i) equipment inventory of maintained HP NonSTop S-Series hardware; and (ii) planning meeting to discuss the current Service Plans and Customer's future requirements. ISD Maintenance and Support Agreement. 8/25/02 rev. final Page 10 Exhibit C SUPPORT PLAN OPTIONS AND PRICING WORKSHEET Maintenance and Support Agreement # 001783-000 Date of Agreement 12/30/02 New Term Effective START 1/1/03 END 12/31/03 CUSTOMER: City of Fort Collins Police Dept BILLING AveNCY: aty or Tort uoutns route uept Address (1): 300 La Porte Avenue Address (1): PO Box 580 Address (2): Address (2): CITY, STATE, ZIP CODE: Fort Collins, CO 80522-0580 CITY, STATE, ZIP CODE: Fort Collins, CO 80522-0580 CONTACT NAME: Michael Manuel CONTACT NAME: CONTACT TITLE Systems Manager CONTACT TITLE TELEPHONE: 970-221-6221 TELEPHONE: FAX: 970-221-6284 FAX: Email: Mmanuel f ov.com Email: For support on products below, please contact Printrak's Customer Support at (800) 734-6241 or email at support@printrak.com. ❑ AFIS System ❑ DeskScanT Station ❑ LiveScanT Station ❑ OmnitrakTm System E Mugshot InstantlmageTM ❑ PremierCADTM ❑ HP NonStopTM Series hardware ❑ RMS InfotrakT" ❑ Imagetrak"m ❑ OffendertrakT ❑ Customer Service Request 1: Case Management System ❑ License Permitting System ❑ Custom Software System ❑ Enhancements to Products For support on products below, please contact Motorola at 800 323-9949(press 2 torequest support. [ Premier MDCTM ❑ Premier MDCTM Message Switch ❑ Premier MDCTM Select ❑ Premier MDCTM Select Message Switch [ Premier MDCTM Reporting ❑ TalkThrulRF Plus ❑ TalkThrulRF Plus Message Switch ❑ Premier Handheld [ Premier Handheld Citation ❑ Premier Way ❑ AirMobilen' ❑ TxMessen erTM ANNUALFEE ANNUALFEE ® Printrak SILVER $ 7,236.00 ❑ Printrak PREMIER $ ♦ 8 a.m. — 5 p.m. Monday -Friday PPM ♦ 24 hours a day, 7 days a week PPM ♦ Supplemental Releases ♦ Supplemental Releases ♦ Standard Releases ♦ Standard Releases ♦ Central Site: Next day PPM on -site response ♦ Technical Support Services ♦ Remote: 2nd day PPM on -site response ♦ Labor, parts, on -site service ❑ Printrak GOLD $ ❑ Printrak PREMIER S $ ♦ 8 a.m.-5 p.m. Monday -Friday ♦ 8 a.m. — 5 p.m. Monday -Friday PPM ♦ Supplemental Releases ♦ Supplemental Releases ♦ Standard Releases ♦ Standard Releases ♦ Central Site: Same day PPM on -site response ♦ Technical Support Services ♦ Remote: Next day PPM on -site response ♦ Labor, parts, on -site service ❑ Printrak PLATINUM $ ❑ HP NonStopTM Series Premier 24 HIGH $ ♦ 8 a.m. — 5 p.m. Monday -Friday ♦ 24 hours a day, 7 days a week PPM ♦ Supplemental Releases ♦ 4 Hour on -site response ♦ Standard Releases ♦ NonStopTM Operating system and application ♦ Central Site: 1 hour PPM on -site response ♦ Remote: 8 hour PPM on -site response ♦ Labor, parts, on -site service ❑ Printrak BRONZE $ ❑ HP NonStopTM Series Base 9 ENHANCED $ ♦ Telephone support on per event fee basis ♦ 8 a.m.-5 p.m. Monday -Friday PPM ♦ Supplemental Releases ♦ 8 Hour on -site response ♦ Standard Releases ♦ NonStopTM Operating system and application OTHER AVAILABLE OPTIONS ANNUALFEE ❑ Printrak Users Conference Attendance Year Number Attendees $ ($2,650 per Attendee) Requested ❑ Consulting Services - 8 Hour Blocks (plus travel fees) $ ❑ LiveScan 2000 Prism Protection$900 unitlyear Covers labor and material fee for replacement of one(1)prism per year ❑ LiveScan 3000 Prism Protection$1,500 unittyear Covers labor and material fee for replacement of one (1) PAS Unit par year ❑ Other: $ OTHER OPTIONS TOTAL $ Prepared by. Linda Aguirre, 714-632-2119, laguirre@printrak.com FULL TERM FEE GRAND TOTAL* $ 7,235.00 "Exclusive of taxes if applicable ISD Maintenance and Support Agreement. 8125/02 rev. final 11 Maintenance and Support Agreement SA 001783-000 Printrak International Incorporated, a Motorola company ("Printrak" or "Seller"), having a place of business at 1250 N. Tustin Avenue, Anaheim, California 92807 and City of Fort Collins Police Dept ("Customer"), having a place of business at 300 La Porte Avenue, Fort Collins CO. 80522-0580, enter into this Maintenance and Support Agreement ("Agreement"), Pursuant to which Customer will purchase and Seller will sell the maintenance and support services as described below and in the attached Exhibits. Seller and Customer may be referred to individually as "party" and collectively as "parties." For good and valuable consideration, the parties agree as follows. Section 1. EXHIBITS The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed below. Exhibit A Description of Covered Products Exhibit B Support Plan Exhibit C Support Plan Options and Pricing Worksheet Section 2. DEFINITIONS "Equipment" means the physical hardware purchased by Customer from Seller pursuant to a separate System Agreement, Products Agreement, or other form of agreement. "Motorola" means Motorola, Inc., a Delaware corporation. "Motorola Software" means Software that Motorola or Printrak owns. The term includes Product Releases, Standard Releases, and Supplemental Releases. "Non -Motorola Software" means Software that a party other than Motorola or Printrak owns. "Optional Technical Support Services" means fee -based technical support services that are not covered as part of the standard Technical Support Services. "Principal Period of Maintenance" or "PPM" means the specified days, and times during the days, that maintenance and support services will be provided under this Agreement. The PPM selected by Customer is indicated in the Support Plan Options and Pricing Worksheet, Exhibit C. "Printrak" means Printrak International Incorporated, a Motorola company. "Products" means the Equipment (if applicable as indicated in Exhibit A) and Software provided by Seller. "Releases" means an Update or Upgrade to the Motorola Software and are characterized as "Supplemental Releases," "Standard Releases," or "Product Releases." A "Supplemental Release" is defined as a minor release of Motorola Software that contains primarily error corrections to an existing Standard Release and may contain limited improvements that do not affect the overall structure of the Motorola Software. Depending on Customer's specific configuration, a Supplemental Release might not be applicable. Supplemental Releases are identified by the third digit of the three -digit release number, shown here as underlined: "1.2.3". A "Standard Release" is defined as a major release of Motorola Software that contains product enhancements and improvements, such as new databases, modifications to databases, or new servers. A Standard Release may involve file and database conversions, System configuration changes, hardware changes, additional training, , on -site installation, and System downtime. Standard Releases are identified by the second digit of the three -digit release number, shown here as underlined: "1.2.3". A "Product Release" is defined as a major release of Motorola Software considered to be the next generation of an existing product or a new product offering. Product Releases are identified by the first digit of the three -digit release number, shown here as underlined: 1.2.3". If a question arises as to whether a Product offering is a Standard Release or a Product Release, Motorola's opinion will prevail, provided that Motorola treats the Product offering as a new Product or feature for its end user customers generally "Residual Error" means a software malfunction or a programming, coding, or syntax error that causes the Software to fail to conform to the Specifications. "Services" means those maintenance and support services described in the Support Plan, Exhibit B, and provided under this Agreement. "Software" means the Motorola Software and Non -Motorola Software that is fumished with the System or Equipment. "Specifications" means the design, form, functionality, or performance requirements described in published descriptions of the Software, and if also applicable, in any modifications to the published specifications as expressly agreed to in writing by the parties. ISD Maintenance and Support Agreement. 8/25/02 rev. final Page 1 "'Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding established Motorola holidays. "Standard Business Hour" means a sixty (60) minute period of time within a Standard Business Day(s). "Start Date" means the date upon which this Agreement begins. The Start Date is specified in the Support Plan Options and Pricing Worksheet, Exhibit C. "System" means the Products and services provided by Seller as a system as more fully described in the Technical and Implementation Documents attached as exhibits to a System Agreement between Customer and Seller (or Motorola). "Technical Support Services" means the remote telephonic support provided by Seller on a standard and centralized basis concerning the Products, including diagnostic services and troubleshooting to assist Customer in ascertaining the nature of a problem being experienced by the Customer, minor assistance concerning the use of the Software (including advising or assisting the Customer in attempting data/database recovery, database set up, client -server advice), and assistance or advice on installation of Releases provided under this Agreement. "Update" means a Supplemental Release or a Standard Release. "Upgrade" means a Product Release. Section 3. SCOPE AND TERM OF SERVICES 3.1. In accordance with the provisions of this Agreement and in consideration of the payment by Customer of the price for the Services, Seller will provide to Customer the Services in accordance with Customer's selections as indicated in the Support Plan Options and Pricing Worksheet, Exhibit C, and such Services will apply only to the Products described in the Description of Covered Products, Exhibit A. 3.2. Unless the Support Plan Options and Pricing Worksheet, Exhibit C, expressly provides to the contrary, the term of this Agreement is one (1) year, beginning on the Start Date. This annual maintenance and support period will automatically renew upon the anniversary date for successive one (1) year periods unless either party notifies the other of its intention to not renew the Agreement not less than thirty (30) days before the anniversary date or this Agreement is terminated for default by a party. 3.3. This Agreement covers all copies of the specified Software listed in the Description of Covered Products, Exhibit A, that are licensed by Seller to Customer. If the price for Services is based upon a per unit fee, such price will be calculated on the total number of units of the Software that are licensed to Customer as of the beginning of the annual maintenance and support period. If, during an annual maintenance and support period, Customer acquires additional units of the Software that is covered by this Agreement, the price for maintenance and support services for those additional units will be calculated and added to the total price either (1) if and when the annual maintenance and support period is renewed or (2) immediately when Customer acquires the additional units, as Motorola determines. Seller may adjust the price of the maintenance and support services effective as of a renewal if it provides to Customer notice of the price adjustment at least forty-five (45) days before the expiration of the annual maintenance and support period. If Customer notifies Seller of its intention not to renew this Agreement as permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with Seller's consent provided (a) Customer pays to Seller the amount that it would have paid if Customer had kept this Agreement current, (b) Customer ensures that all applicable Equipment is in good operating conditions at the time of reinstatement, and (c) all copies of the specified Software listed in the Description of Covered Products, Exhibit A, are covered. 3.4. When Seller performs Services at the location of installed Products, Customer agrees to provide to Seller, at no charge, a non -hazardous environment for work with shelter, heat, light, and power, and with full and free access to the covered Products. Customer will provide all information pertaining to the hardware and software with which the Products are interfacing to enable Seller to perform its obligations under this Agreement. 3.5. All Customer requests for covered Services will be made initially with the call intake center identified in the Support Plan Options and Pricing Worksheet, Exhibit C. 3.6. Seller will provide to Customer Technical Support Services and Releases as follows: 3.6.1. Seller will provide unlimited Technical Support Services during the PPM. The level of Technical Support depends upon the Customer's selection as indicated in the Support Plan Options and Pricing Worksheet, Exhibit C. Any Technical Support Services that are performed by Seller outside the contracted PPM shall be billed at the pre -agreed hourly rates set forth in this Agreement. Technical Support Services will be to investigate specifics about the functioning of covered Products to determine whether there is a defect in the Product and will not be used in lieu of training on the covered Products. 3.6.2. Unless the Support Plan Options and Pricing Worksheet, Exhibit C, expressly provides to the contrary, Seller will provide to Customer without additional license fees an available Supplemental or Standard Release after receipt of a request from Customer, but Customer must pay for any installation or other services and any necessary Equipment or [So Maintenance and Support Agreement. 8/25102 rev. final Page 2 third party software provided by Seller in connection with such Supplemental or Standard Release. Any services will be 'performed in accordance with a mutually agreed schedule. 3.6.3. Seller will provide to Customer an available Product Release after receipt of a request from Customer, but Customer must pay for all additional license fees, any installation or other services, and any necessary Equipment provided by Seller in connection with such Product Release. Any services will be performed in accordance with a mutually agreed schedule. 3.6.4. Seller does not warrant that a Release will meet Customer's particular requirement, operate in the combinations that Customer will select for use, be uninterrupted or error -free, be backward compatible, or that all errors will be corrected. Full compatibility of a Release with the capabilities and functions of earlier versions of the Software may not be technically feasible. If it is technically feasible, services to integrate these capabilities and functions to the updated or upgraded version of the Software may be purchased at Customer's request on a time and materials basis at Seller's then current rates for professional services. 3.7. The maintenance and support Services described in this Agreement are the only covered services. Unless Optional Technical Support Services are purchased, these Services specifically exclude and Seller shall not be responsible for: 3.7.1. Any service work required due to incorrect or faulty operational conditions, including but not limited to Equipment not connected directly to an electric surge protector, or not properly maintained in accordance with the manufacturer's guidelines. 3.7.2. The repair or replacement of Products or parts resulting from failure of the Customer's facilities, Customer's personal property and/or devices connected to the System (or interconnected to devices) whether or not installed by Seller's representatives. 3.7.3. The repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse, Customer's negligence, or from causes such as lightning, power surges, or liquids. 3.7.4. Any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. 3.7.5. Accessories, custom or Special Products; modified units; or modified Software. 3.7.6. The repair or replacement of parts resulting from the tampering by persons unauthorized by Seller or the failure of the System due to extraordinary uses. 3.7.7. Operation and/or functionality of Customer's personal property, equipment, and/or peripherals and any application software not provided by Seller. 3.7.8. Services for any replacement of Products or parts directly related to the removal, relocation, or reinstallation of the System or any System component. 3.7.9. Services to diagnose technical issues caused by the installation of unauthorized components or misuse of the System. 3.7.10 Services to diagnose malfunctions or inoperability of the Software caused by changes, additions, enhancements, or modifications in the Customer's platform or in the Software. 3.7.11 Services to correct errors found to be caused by Customer -supplied data, machines, or operator failure. 3.7.12. Operational supplies, including but not limited to, printer paper, printer ribbons, toner, photographic paper, magnetic tapes and any supplies in addition to that delivered with the System; battery replacement for uninterruptible power supply (UPS); office furniture including chairs or workstations. 3.7.13. Third -party software unless specifically listed on the Description of Covered Products, Exhibit A. 3.7.14. Support of any interface(s) beyond Seller -provided port or cable, or any services that are necessary because third party hardware, software or supplies fail to conform to the specifications concerning the Products. 3.7.15. Services related to customer's failure to back up its data or failure to use an UPS system to protect against power interruptions. 3.7.16. Any design consultation such as, but not limited to, configuration analysis, consultation with Customer's third -party provider(s), and System analysis for modifications or Upgrades or Updates which are not directly related to a Residual Error report. 3.8. The Customer hereby agrees to: ISD Maintenance and Support Agreement. 8125/02 rev. final Page 3 3.8.1. Maintain any and all electrical and physical environments in accordance with the System manufacturer's specifications. 3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database security, per Seller's recommended backup procedures. 3.8.3. Ensure System accessibility, which includes physical access to buildings as well as remote electronic access. Remote access can be stipulated and scheduled with customer; however, remote access is required and will not be substituted with on -site visits if access is not allowed or available. 3.8.4. Appoint one or more qualified employees to perform System Administration duties, including acting as a primary point of contact to Seller's Customer Support organization for reporting and verifying problems, and performing System backup. At least one member of the System Administrators group should have completed Seller's End -User training and System Administrator training (if available). The combined skills of this System Administrators group should include proficiency with: the Products, the system platform upon which the Products operate, the operating system, database administration, network capabilities such as backing up, updating, adding, and deleting System and user information, and the client, server and stand alone personal computer hardware. The System Administrator shall follow the Residual Error reporting process described herein and make all reasonable efforts to duplicate and verify problems and assign a Severity Level according to definitions provided herein. Customer agrees to use reasonable efforts to ensure that all problems are reported and verified by the System Administrator before reporting them to Seller. Customer shall assist Seller in determining that errors are not the product of the operation of an external system, data links between system, or network administration issues. If a Severity Level 1 or 2 Residual Error occurs, any Customer representative may contact Seller's Customer Support Center by telephone, but the System Administrator must follow up with Seller's Customer Support as soon as practical thereafter. 3.9. In performing repairs under this Agreement, Seller may use parts that are not newly manufactured but which are warranted to be equivalent to new in performance. Parts replaced by Seller shall become Seller's property. 3.10 Customer shall permit and cooperate with Seller so that Seller may periodically conduct audits of Customer's records and operations pertinent to the Services, Products, and usage of application and data base management software. If the results of any such audit indicate that price has been understated, Seller may correct the price and immediately invoice Customer for the difference (as well as any unpaid but owing license fees). Seller will limit the number of audits to no more than one (1) per year except Seller may conduct quarterly audits if a prior audit indicated the price had been understated. 3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or modifies hardware or software that interfaces with the covered Products, Seller will have the right to adjust the price for the Services to the appropriate current price for the new configuration. Section 4. RIGHT TO SUBCONTRACT AND ASSIGN Seller may assign its rights and obligations under this Agreement and may subcontract any portion of Seller's performance called for by this Agreement. Section 5. PRICING, PAYMENT AND TERMS 5.1 Prices in United States Dollars are shown in the Support Plan Options and Pricing Worksheet, Exhibit C. Unless this exhibit expressly provides to the contrary, the price is payable annually in advance. Seller will provide to Customer an invoice, and Customer will make payments to Seller within twenty (20) days after the date of each invoice. During the term of this Agreement, Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a United States financial institution. 5.2. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. 5.3 If Customer requests, Seller may provide services outside the scope of this Agreement or after the termination or expiration of this Agreement and Customer agrees to pay for those services. These terms and conditions and the prices in effect at the time such services are rendered will apply to those services. 5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value Added Tax or any other similar assessments imposed upon Seller. If such charges are imposed upon Seller, Customer shall reimburse Seller upon receipt of proper documentation of such assessments. Section 6. LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary provision in this Agreement. Except for personal injury or death, Seller's (including any of its affiliated companies) total liability arising from this Agreement will be limited to the direct damages recoverable under law, but not to exceed the price of the ISD Maintenance and Support Agreement. 8125/02 rev, final Page 4 maintenance and support services being provided for one (1) year under this Agreement. ALTHOUGH THE 'PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT SELLER (INCLUDING ANY OF ITS AFFILIATED COMPANIES) 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 SYSTEM, EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY SELLER PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. Section 7. DEFAULT/TERMINATION 7.1. If Motorola breaches a material obligation under this Agreement (unless Customer or a Force Majeure causes such failure of performance), Customer may consider Motorola to be in default. If Customer asserts a default, it will give Motorola written and detailed notice of the default. Motorola will have thirty (30) days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to Customer. If Motorola provides a cure plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of the plan. 7.2. If Customer breaches a material obligation under this Agreement (unless Motorola or a Force Majeure causes such failure of performance); if Customer breaches a material obligation under the Software License Agreement that governs the Software covered by this Agreement; or if Customer fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, indicates it is unable to pay its debts generally as they become due, files a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) days any involuntary petition under bankruptcy law, Motorola may consider Customer to be in default. If Motorola asserts a default, it will give Customer written and detailed notice of the default and Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure any monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Motorola. If Customer provides a cure plan, it will begin implementing the cure plan immediately after receipt of Motorola's approval of the plan. 7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement and may pursue any legal or equitable remedies available to it subject to the provisions of Section 6 above. 7.4. Upon the expiration or earlier termination of this Agreement, Customer and Seller shall immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the other, including all copies thereof, which the other Party previously provided to it in furtherance of this Agreement. Confidential Information shall include: (a) proprietary materials and information regarding technical plans; (b) any and all other information, of whatever type and in whatever medium including data, developments, trade secrets and improvements, that is disclosed by Seller to Customer in connection with this Agreement; (c) all geographic information system, address, telephone, or like records and data provided by Customer to Seller in connection with this Agreement that is required by law to be held confidential. Section 8. GENERAL TERMS AND CONDITIONS 8.1. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service), or by facsimile with correct answerback received, and shall be effective upon receipt. Customer: City of Fort Collins Police Dept Attn: Michael Manuel 300 La Porte Avenue Fort Collins, CO 80522-0580 Printrak International Inc., A Motorola Company Attn: Contracts & Compliance Manager 1250 N. Tustin Avenue Anaheim CA 92807 Fax: (714) 237-0050 8.2. Neither party will be liable for its non-performance or delayed performance if caused by an event, circumstance, or act of a third party that is beyond such party's reasonable control. 8.3. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 8.4. Customer may not assign any of its rights under this Agreement without Motorola's prior consent. 8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties regarding the covered maintenance and support services and supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed. Neither this Agreement nor the Exhibits may not be altered, amended, or modified except by a written agreement signed by authorized representatives of both parties. Customer agrees to reference this Agreement on all purchase orders issued in furtherance of this Agreement. Neither party will be bound by ISD Maintenance and Support Agreement. 8125102 rev. final Page 5 any terms contained in Customer's purchase orders, acknowledgements, or other writings (even if attached to this 'Agreement). 8.6. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Products are shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. Section 9. CERTIFICATION DISCLAIMER Seller specifically disclaims all certifications regarding the manner in which Seller conducts its business or performs its obligations under this Agreement, unless such certifications have been expressly accepted and signed by an authorized signatory of Seller. Section 10. COMPLIANCE WITH APPLICABLE LAWS The Parties shall at all times comply with all applicable regulations, licenses and orders of their respective countries relating to or in any way affecting this Agreement and the performance by the Parties of this Agreement. Each Party, at its own expense, shall obtain any approval or permit required in the performance of its obligations. Neither Seller nor any of its employees is an agent or representative of Customer IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above. Printrak International, Inc., A Motorola Company j -0Mr By: Name: John M. Hiett Title: Vice President Customer Su000rt Date: City of Fort Collins Police Dept ]So Maintenance and Support Agreement. 8/25/02 rev. final Page 6 Exhibit A DESCRIPTION OF COVERED PRODUCTS MAINTENANCE AND SUPPORT AGREEMENT NO. SA 001783-000 CUSTOMER: City of Fort Collins Police Dept The following table lists the Products under maintenance coverage: Descri LionT001 TFP ServerT002 ENodee TFP ServerT11218 TFP Mugshot11219 TFP Mugshot 1 TFPFCPNT112290 TFP Mugshot 1 [So Maintenance and Support Agreement. 8/25/02 rev. final Page 7 MAINTENANCE AND SUPPORT AGREEMENT NO. 001783-000 Fvhihi4 R Qr IDDlnoT nr wu This Support Plan is a Statement of Work that provides a description of the support to be performed. 1. Services Provided. The Services provided are based on the Severity Levels as defined herein. Each Severity Level defines the actions that will be taken by Seller for Response Time, Target Resolution Time, and Resolution Procedure for reported errors. Response Times for Severity Levels 1 and 2 are based upon voice contact by Customer, as opposed to written contact by facsimile or letter. Resolution Procedures are based upon Seller's procedures for Service as described below. 1 otal System Failure -occurs when the System is not elephone conferenceResolve within 24 unctioning and there is no workaround; such as a Central ithin 1 hour of initial hours of initial erver is down or when the workflow of an entire agency is oice notification notification not functioning. 2 ritical Failure - Critical process failure occurs when a elephone conference Resolve within 7 rucial element in the System is not functioning that does not ithin 3 Standard tandard Business prohibit continuance of basic operations and there is usually Business Hours of initial Days of initial no suitable work -around. Note that this may not be oice notification notification pplicable to intermittent problems. 3 Non -Critical Failure - Non -Critical part or component failure elephone conference Resolve in next ccurs when a System component is not functioning, but the ithin 6 Standard upplemental System is still useable for its intended purpose, or there is a Business Hours of initial Release within 180 reasonable workaround. notification ays following erification 4 Inconvenience - An inconvenience occurs when System elephone conference Resolve in a future auses a minor disruption in the way tasks are performed ithin 2 Standard Supplemental but does not stop workflow. Business Days of initial Release notification 5 ustomer request for an enhancement to System Seller's Product If accepted, a release unctionality is submitted to Seller's Product Management forManagement response ate will be provided review. ithin 120 Standard ith a fee schedule, Business Days. hen appropriate. 1.1 Reporting a Problem. Customer shall assign an initial Severity Level for each error reported, either verbally or in writing, based upon the definitions listed above. Because of the urgency involved, Severity Level 1 or 2 problems must be reported verbally to the Seller's call intake center. Seller will notify the Customer if Seller makes any changes in Severity Level (up or down) of any Customer -reported problem. 1.2 Seller Response. Seller will use best efforts to provide Customer with a resolution within the appropriate Target Resolution Time and in accordance with the assigned Severity Level when Customer allows timely access to System and Seller diagnostics indicate that a Residual Error is present in the Software. Target Resolution Times may not apply if an error cannot be reproduced on a regular basis on either Seller's or Customer's Systems. Should Customer report an error that Seller cannot reproduce, Seller may enable a detail error capture/logging process to monitor the System. Should Seller determine that it is unable to correct such reported Residual Error within the specified Target Resolution Time, Seller will escalate its procedure and assign such personnel or designee to correct such Residual Error promptly. Should Seller, in its sole discretion, determine that such Residual Error is not present in its release, Seller will verify: (a) the Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for which it was intended or designed, or (c) the Software is used only with approved hardware or software. The Target Resolution Time shall not commence until such time as the verification procedures are completed. 1.3 Error Correction Status Report. Seller will provide verbal status reports on Severity Level 1 and 2 Residual Errors. Written status reports on outstanding Residual Errors will be provided to System Administrator on a monthly basis. 2. Customer Responsibility. 2.1 Customer is responsible for running any Anti -Virus software installed by Seller as part of its System. 2.2 Operating System ("OS") Upgrades. Unless otherwise stated herein, Customer is responsible for any OS upgrades to its System. Before installing any OS upgrade, Customer should contact Seller to verify that a given OS upgrade is appropriate. ISD Maintenance and Support Agreement. 8/25/02 rev. final Page a