The URL can be used to link to this page

Home My WebLink About417356 IDENTIX INC - CONTRACT - PURCHASE ORDER - 91055771 01 LJL IDENTITY SOLUTIONS IDENTIX SIOMETRIC SOLUTIONS 5705 W.Old Shakopee Road MAINTENANCE AGREEMENT ADDENDUM QUOTE ID: K-7173-S Suite 100 Bloomington, MN55437-3107 QUOTATION QUOTE DATE: 05-OCT-2010 USA VALID UNTIL: 07-MAR-11 Phone 52) 32-7181 PRICE LIST: S&L LAW ENFORCEMENT FAX (952) 932-7181 BILL TO: FORT COLLINS POLICE SERVICES 2221 S TIMBERLINE ROAD FORT COLLINS, CO 80522 United States COVERAGE START DATE: 07-DEC-10 END DATE: 06-DEC-11 PAGE: 1 of 1 COVERAGE TYPE DESCRIPTION SERIAL NUMBER QTY PRICE EQUIPMENT LOCATION FORT COLLINS POLICE SERVICES- 2221 S TIMBERLINE ROAD FORT COLLINS LARIMER CO 80522 United States 3800XCH- M95 TP-380OXCH-ED TP-380OXCH-ED HWOX- FOTOSYS- M95 TP-HWOX-FOTOSYS TP-HWOX-FOTOSYS PRT-DUP- M95 TP-PRT-DUP TP-PRT-DUP PLEASE CHECK PREFERRED BILLING NAME: PAHL, DIANE E ANNUAL 9/5 MAINTENANCE ANNUAL 9/5/ MAINTENANCE ANNUAL 9/5 MAINTENANCE ANNUAL INVOICE OR TITLE: Contract Administrator PHONE: (952) 979-8479 FAX: (952) 852-8747 EMAIL: dpahl@llid.com AAV468000341 1 $5,700.00 AAV468000342 1 $5,700.00 1 $1,303.00 1 $1,303.00 2761-01 1 $342.00 2760-01 1 $342.00 TOTAL: $14690.00 QUARTERLY INVOICE OR PO#: SIGNATURE BY: NAME (Print): DATE: TITLE: PHONE: 70 22l —C�Z? FAX: q Zv 2Z..! —Cm`7'-� EMAIL: JONu-p cc c, ov, MONTHLY INVOICE The terms and conditions of Identix' maintenance services agreement are hereby incorporated into this Addendum by reference. Please sign and date this Maintenance Agreement Addendum. If a purchase order is required, please attach or include the purchase order number on this addendum. Some of the terms set out herein may differ from those in buyer's purchase order and some may be new. Acceptance is conditional on buyer's assent to the terms set out herein in lieu of those in buyer's purchase order. Seller's failure to object to provisions contained in any communication from buyer shall not be deemed a waiver of the provisions of this acceptance. Any changes in the terms contained herein must be specifically agreed to in writing by an officer of seller before becoming binding on either seller or buyer. AN INVOICE WILL BE ISSUED UPON RECEIPT OF A SIGNED MAINTENANCE AGREEMENT ADDENDUM IDENTIX INCORPORTED SYSTEM MAINTENANCE TERMS AND CONDITIONS for use with U.S. End User Customers covering Identix® Live Scan Product Line I. GENERAL SCOPE OF COVERAGE Subject to payment in full of the applicable maintenance fees for the system ("System") described in Identix Incorporated's ("Identix") current Maintenance Agreement Addendum ("Addendum") with customer ("Customer"), Identix, or its authorized Agents or subcontractors, shall provide the System maintenance services ("Services") set forth and in accordance with.the terms herein (this "Agreement") and the Addendum. The terms of the Addendum are hereby incorporated into this Agreement by this reference. II. MAINTENANCE SERVICES The Services provided by Identix are those services selected by Customer from one or more of the following maintenance services programs: A. Included With All Remedial Maintenance Services. Included With All Remedial Maintenance Services are as follows: Unlimited 24/7 telephone technical support for System hardware and software from the Identix TouchCare Support Center via Identix toll free telephone number. TouchCare Support Center managed problem escalation, as required, to Identix' technical support staff to resolve unique problems. Identix shall furnish all parts and components necessary for the service and maintenance of the System. Replacement parts shall be sent to the Customer. All replaced defective parts shall become Identix' property. Identix shall determine if a replacement part is necessary. Replacement parts and components may be new or refurbished. Unless otherwise agreed by Identix, replacement parts and components needed at international destinations shall be shipped by Identix to the Customer -specified United States destination, and the Customer shall arrange for shipment of the parts and components to the final international destination. In the event Identix ships replacement parts and components to an international destination, the Customer shall be responsible for all shipping expenses, duties, tariffs, taxes, and all other delivery related charges. Identix shall make available to Customer one copy (in electronic or other standard form) of each Update (defined herein) for those System components that are developed by Identix and for which Identix, in its sole discretion, elects to develop and generally make available to customers whose Systems are under warranty or under a current Identix Maintenance Agreement Addendum. Customer shall provide Identix with continuous network or dial -up access to the System (whether stand alone or connected to a central site), and Identix shall deliver the Update via this remote means of delivery. In the event continuous network or dial -up access. is not available for 2417 Maintenance Services and 9/5 Maintenance Services Customers, then Identix shall install the Update during any subsequently scheduled on -site visit by Identix for service of the System. An "Update" means a new release of such System software components that are developed by Identix which contain (i) bug fixes, corrections, or a work -around of previously identified errors with such software, or (ii) minor enhancements, improvements, or revisions with substantially similar (but not new) functionality to the original licensed System software. B. 24/7 Maintenance Services. Identix' 2417 Maintenance Services are as follows: • Customer will receive a telephone response to service calls within one (1) hour from the time the Customer places a service call with Identix' Help Desk. • Identix' . Help Desk will attempt problem resolution via telephonic verbal and dial -in troubleshooting prior to dispatching an Identix field service engineer to Customer's facility for on -site service. • If on -site service is necessary, such service shall be provided 24/7, including holidays. Identix shall use its best efforts to have an Identix' field service engineer at the Customer's facility within four (4) hours from the time the engineer is dispatched by Identix' Version 1 /2007/2I March2007 Help Desk for customers located within a 100 mile radius of an authorized Identix' service location and within 24 hours for customers located outside such 100 mile radius. At no additional charge, Identix will provide Customer with up to four (4) Customer - requested type of transaction changes to existing type of transaction applications; provided, however, that any such type of transaction change does not, in the sole opinion of Identix' Development Management Team, require a significant development effort. In such event, Identix will provide Customer with a quote for developing and providing Customer with any such applications and changes. Table updates are treated as Updates and will be made available to Customer in accordance with Section II.A. of this Agreement. C. 9/5 Maintenance Services. Identix' 915 Maintenance Services are as follows: • Customer will receive a telephone response to service calls within one (1) hour from the time Customer places a service call with Identix' Help Desk. • Identix' Help Desk will attempt, problem resolution via telephonic verbal and dial -in troubleshooting prior to dispatching an Identix field service engineer to Customer's facility for on -site service. • ' If on -site service is necessary, such service shall be provided nine (9) business hours (that is, 8:00 a.m. to 5:00 p.m.) per day,. five business days per week. Identix shall use its best efforts to have an Identix' field service engineer at Customer's facility within eight (8) working hours from the time the engineer is dispatched by Identix' Help Desk if Customer's . facility is located within a 100 mile radius of an authorized Identix' service location and within 24 hours if Customer's facility is located outside such 100 mile radius. • Upon Identix' acceptance of Customer's request for after hours service, Customer shall pay for such after hours service on a time and materials basis at Identix' then current rates. • At no additional charge, Identix will provide Customer with up to four (4) Customer - requested type of transaction changes to existing type of transaction applications; provided, however, that any such type of transaction change does not, in the sole opinion of Idenfix' Development Management Team, require a significant development effort. In such event, Identix will provide Customer with a quote for developing and providing Customer with any such applications and changes. Table updates are treated as Updates and will be made available to Customer in accordance with Section ILA. of this Agreement. D. Help Desk Maintenance Services. Identix' Help Desk Maintenance Services are as follows: • The Services do not include any Identix on -site maintenance services. The Customer agrees to provide the on -site personnel to assist the Identix Help Desk with troubleshooting, module replacement, and installation of Updates, as required. • Customer shall maintain at least one (1) Identix trained System manager on the Customer's System support staff during the term of such Services period contained in the applicable Addendum, and such Customer System manager shall be responsible for periodically backing -up System software in accordance with Identix' periodic requirements. Unless otherwise agreed in writing by Identix, the Customer shall be responsible for the installation of each Update. • Customer will receive a telephone response to service calls within one (1) hour from the time the Customer places a service call with Identix' Help Desk. • Identix shall furnish all parts and components necessary for the maintenance of the System. Identix' shipment of a replacement part to Customer will be initiated promptly after the Identix' Help Desk determines the need for such item. Replacement part orders initiated prior to 3:00 p.m. Central shall be shipped the same business day, where orders initiated after . 3:00 p.m. Central shall be shipped the next business day. All shipments are made via next day priority air. • If a defective part is required by Identix to be returned to Identix, the packaging material used in shipment of the replacement part must be reused to return the defective part. [Note: defective parts are not repaired and returned to Customer. Customer will be invoiced for any defective parts that are ,not returned to Identix within two (2) weeks after receipt of the replacement part. Identix is not responsible for any markings (i.e., asset tags) that Customer may place on System components. It is Customer's responsibility to remove such markings.] Version 1/2007/21 March2007 2 Upon Customer's request for Identix on -site service, Identix shall use its best efforts to have an Identix field service engineer at the Customer's facility within 48 hours from the time the engineer is dispatched by Identix' Help Desk. Customer shall pay for such on - site service on a time and travel basis at Identix' then current rates and travel policies, respectively. Prior to dispatch of an Identix engineer, Customer shall either provide Identix with a purchase order ("P.O."), complete Identix' P.O. Waiver form, or provide Identix with a valid credit card number. E. Preventive Maintenance Services. Identix' Preventive Maintenance Services are as follows: • Preventive maintenance service calls consist of System cleaning, verification of calibration, and verification of proper System configuration and operation in accordance with Identix' specifications for such System. Identix and Customer will seek to agree upon the scheduling of the preventive maintenance service call promptly after commencement of the term of this Agreement and the commencement of any renewal term. • Preventive maintenance service calls are only available in connection with Identix' 24/7 Maintenance Services and Identix' 9/5 Maintenance Services offerings. Preventive maintenance service calls are priced on a per call basis in accordance with Identix' then current published prices for such Services. Preventive Maintenance Services may not be available for certain System components. III. EXCLUSIONS FROM SERVICES A. Exclusions. The Services do not include any of the following: • System relocation. • Additional training beyond that amount or level of training originally ordered by Customer. • Maintenance support or troubleshooting for Customer provided communication networks. • Maintenance required to the System or its parts arising out of misuse, abuse, negligence, attachment of unauthorized components (including software), or accessories or parts, use of sub- standard supplies, or other causes beyond Identix' control. • Maintenance required due to the System being modified, damaged, altered, moved or serviced by personnel other than Identix' authorized service representatives, or if parts, accessories, or components not authorized by Identix are fitted to the System. • Maintenance required due to failures caused by Customer or Customer's software or other software, hardware or products not licensed by Identix to Customer. • Providing or installing updates or upgrades to any third party (i.e., Microsoft, Oracle, etc.) software. • Providing consumable parts and components (i.e., platens, toner cartridges, etc.); such items are replaced at the Customer's expense. • Maintenance required due to failures resulting from software viruses, worms, Trojans, and any other forms of destructive or interruptive means introduced into the System. • Maintenance required due to failures caused by Customer facility issues such as inadequate power sources and protection or use of the System in environmental conditions outside of those conditions specified in Identix' System documentation. B. Availability of Additional Services. At Customer's request, Identix may agree to perform the excluded services described immediately above in accordance with Identix' then current rates. Other excluded services that may be agreed to be performed by Identix shall require Identix' receipt of a Customer P.O., Customer's completion of Identix' P.O. Waiver form, or. Customer providing Identix with a valid credit card number before work by Identix is commenced. C. Non -Registered System Components, Any System components not registered in the Addendum for which Services are requested by Customer may be required to have a pre -maintenance inspection by Identix before being added to the Addendum and this Agreement. This inspection will also be required if this Agreement has expired by more than thirty (30) days. Identix' inspection will be billed at Identix' current inspection rate plus travel expenses and parts (if any required). D. Third Party Hardware and Software. Customer shall be solely responsible for obtaining from Identix or an Identix authorized or identified vendor, at Customer's sole expense: (i) all Identix and third party software that may be required for use in connection with any Updates, major enhancements or new versions; and (ii) all hardware that may be required for the use of any Updates, major enhancements or new versions. Identix will specify the hardware and third party software requirements for any Updates. IV. SERVICE CALLS Version 1 /2007/21 March2007 Customer may contact Identix' TouchCare Support Center by calling 1-888-HELP-IDX (888435-7439). Service calls under this Agreement will be made at the installation address identified in the Addendum or as otherwise agreed to in writing. V. TERM AND TERMINATION This term of this Agreement shall commence upon Identix' receipt of the annual maintenance fee reflected in the Addendum and shall continue for a period of one (1) year. This Agreement may be renewed for additional one (1) year terms upon the parties' mutual agreement and Customer's execution of an updated Addendum and Identix' receipt of the applicable annual maintenance fee reflected in the updated Addendum. Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured for a period of thirty (30) days from the date the non -breaching party provided the other with written notice of such breach. VI. FEES FOR SERVICES A. Fees. The initial fee for Services under this Agreement shall be the amount set forth in the Addendum. The annual maintenance fee during any renewal term will be Identix' current rates in effect at the time of renewal. Customer agrees to pay the total of all charges for Services annually in advance within thirty (30) days of the date of Identix' invoice for such charges. Customer understands that alterations, attachments, specification changes, or use of sub- standard supplies that cause excessive service calls, may require an increase in Service fees during the term of this Agreement at the election of Identix, and Customer agrees to promptly pay such charges when due. B. Failure to Pay Fees. If Customer does not pay Identix' fees for Services or parts as provided hereunder when due: (i) Identix may suspend performance of its obligation to provide Services until the account is brought current; and (ii) Identix may, at its discretion, provide the Services at current "non contract/per call" rates on a COD basis. Customer agrees to pay Identix' costs and expenses of collection including the maximum attorneys' fee permitted by law (said fee not to exceed 25% of the amount due hereunder). VII. LIMITED WARRANTY / DISCLAIMER / LIMITATION OF LIABILITY Identix shall provide the Services hereunder in a professional and workmanlike manner by duly qualified personnel. EXCEPT FOR THIS LIMITED WARRANTY, IDENTIX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN REGARD TO THE SERVICES, SOFTWARE, AND ANY OTHER GOODS PROVIDED HEREUNDER. IN NO EVENT SHALL IDENTIX' AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF RECOVERY, EXCEED THE NET FEES FOR IDENTIX' SERVICES ACTUALLY PAID BY CUSTOMER TO IDENTIX UNDER THE APPLICABLE ADDENDUM TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CUSTOMER'S CAUSE OF ACTION AROSE. IN NO EVENT SHALL IDENTIX BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE; LOSS, INACCURACY, OR CORRUPTION OF DATA OR LOSS OR INTERRUPTION OF USE; OR FOR ANY MATTER BEYOND IDENTIX' REASONABLY CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE THAN TWO (2) YEARS AFTER THE DATE THE CAUSE OF ACTION AROSE. VIII. LIMITED LICENSE TO UPDATES Identix may deliver Identix-developed Updates to Customer. The terms of Identix' end user license for the Identix' software delivered as part of the System shall govern Customer's use of the Updates. IX. MISCELLANEOUS This Agreement shall be governed by and construed according to the laws of the State of Minnesota, excluding its conflict of laws provisions. This Agreement constitutes the entire agreement between the parties regarding the subject matter described herein and may not be modified except in writing signed by duly authorized representatives of Identix and the Customer. . This Agreement may not be assigned by Customer without the prior express written consent of Identix. Versionl/2007/21March2007 4