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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9172981MorphoTrust USA r SAFFLAN 5705 s,n. W. rm Old Shakop€€ Road -r., , , Slo6m'tr.n, VN55437.1r07 Ph.n. {30o) 932{890 FAX (952)932-7131 BlLL TOr FORT COLLINS POLICE SERVICES 2221 SIIMBERTINE ROAD FORT COLLTNS. CO 80522 OUOTEID:13254 NTAINTENANCE AGREEMENT ADDENDUM QUOTE DATE I2hd16 QUOTATION CUSTOMER ID BD 24682 PRICE LIST: SL LAWENF COVERAGE START OATE: 0421/17 END OATF O3/:I1l14 DESCRIPNON SERIAL NUMBER OIY PRICE EQUIP ENTLOCATION: FORT COLLINS POLICE SERVICES -2221 STIMBERLINE ROAD FORTCOLLTNS, CO 80522 55OO.TPE.IIO.M95 ANNUATg/sMAINTENANCE TPE-56@-HD AF8146901018 1 $3 4@.00 PRT.DUP. i''5 ANNUAL 9/5 MAINTENANCE TPE+RT DUP 54472{02 1 $323 00 HWOX- OIGCAP. M95 ANNUAL 9/5 MAINTENANCE TPE-Hh'OX-D|GCAP 5447243 1 $369.2A TOTAL: 34,092.28 NAME: COLLEEN HANEY TITLE: Maintenance Contlacl Admin PHONE: (952) 945-3338 FP,X (952) 852-A747 EMAIL CHsney@morphotrust.com PO NUMBER: SIGNATURE BY: NAME(PdnO/ DATE TITLE: PHONE / FAX: EMAIL: The terms and condrtions of MORPHOTRUST USA mainlenance services agreementare hercby incorporated inlo this Addefldum by rcference Please sign and date this MainGnance Agrcement Addendum. lfa purchase oder is required, please attach orincludethe purchase order number on thisaddendum. Someolthateflns sel out herein may ditrer from those in lhe buye/s purchase order and some may be new Acceptance is conditjonal on the buye/s assent to the lefins set out herein in lieu of those in the buyer's purchase order. Selle/s failure to object to pEvisions contained in any communic€lion lrcm the buyer shallnol be deemed a walver of the povisions ofthis accepianc€ Any changes in lhe tefins contained herein must be specilically agreed lo in wntjng by an oFrc€r ofthe seller before beclming binding on either seller or buyer. AN INVOICE WILL BE ISSUED UPOl,l RECEIPT OF A SlGt{ED IllAlt{TEtlAl{CE AGREEf,IEIT ADDET{OUM Quote lD: 132 Page: 1of 1 MORPHOTRUST USA, INC. SYSTEM MAINTENANCE TERMS AND CONDITIONS for use with U.S. End User Customels cot ering MorphoTrustrnr Live Scan Prorluct Line I. GENERAL SCOPE OT COVERAGE Subject to payrnent in full of the applicable rnaintenauce fees fol the systetn ("Systetn") described il MorphoTlust USA, Ilc.'s ("MorphoTrusf) cutrelt Maintenance Agrcement Addendum ("Addendum") rvith customer ("Custorner''), MorphoTrlst, ol' its authorized agerrts or stlbcontractors, shall provide the Systern maintenauce services ("Selvices") set forth and in acconlance rvitll the terms hetein (this "Agleement') and the Addendtrrtt. Tlre tems of the Addendttn ate hereby incorporated into this Agteenrent by this reference, T. MAINTENANCESERVICES The Services provided by MorphoTnrst ate those services selected by Customel fronr one or more ofthe follorviug maittteuance services plograms: A. Included With All Remedial Maintenance Selvices. hrchtded lYith All Renedial Maintenance Senices are as follorvs:. Unlinrited 2411 telephone technical stlpport for Systeln hald\Yare and softrvarc frorn the MorphoTrust TouchCarc Support Center via MorphoTrust toll firce telephone number. o TouchCatB Suppott Ceffet lnanaged problem escalation, as required, to MorphoTt'ust's technical support staff to resolve uniqtle c probletns. MorphoTlust slrall fulnish all parts and components necessaly fol the service and nraintelauce of tlre Systelll. Replacement palts shall be sent to the Customer'. All leplaced defective parts shall becotne MorphoTntst's property. MorphoTrust shall deteltnine if a replacetnent palt is necessary. Replacement pads and comPonents maY be nerv or ieftrLbished. Unless othet'rvise agleed by MorphoTrust, rePlacement Pafts and conrponents needed at international destinations shall be shipped by MolphoTrust to the Ctrstonler-specified United States destination, and the Custotner shall anange for shiprnent of the parts and cotnponents to the final international destination. In the 6vent MorphoTtust ships teplacetnent parts and components to an internatioual destination, the Customer shall be responsible for all shipping expens€s' duties, tariffs, taxes, and all other o MorphoTrust delivery related shall charyes.rnake available to Custonler one copy (in electtonic or other staudard fonn) of each Update (defined helein) fol those Systetn componetlts that are developed by MorphoTrust and for rvhich MorphoTrust, in its sole discretion, elects to develop and generally make available to ctlstolnerc whose Systems ale under tvananlr or undet a cttrrent MorphoTrust Maitrtenance Agleement Customer's faoility rvitlrin four (4) hours front the time the enghreer is dispatched by MotphoTtust's Help Desk for cttstotners tocaied rvithil a 100 nrile radius of an autholized MorphoTlust's service location and rvithin 24 houli fol customels located outside such l00 nile ladius. . At uo additional chatge (provided Custolnet' has granted MolphoTrust lvith conlhruotrs nehvotk or dial'up access to the System, rvhethet stand alotle or conltected to a centlal site), MorphoTmst rvill provide Custorner rvittr up to fo;r (4) Customer'-r'equested type of hansaction changes to existing type of trarlsaction applications; plovided filrlhct', Itowevet, lhat any stlch type of tl'ansnctiorl change does not, in the sole opirrion of MolphoTrust's Development Management Team, requile a significant development ol' rleptoyment effort. Genelally, a sigttiJicant deielopnrcnt elJott is otle thnt takes MorphoTlust tltotc than one ftrll [usiltess day to develop, and a sigtificanl deploynenl elforl is otte that requircs MorphoTrust's deployrnent of otre ot ntote of its field selvice engineers to mote than [5] Ctlstolner locatiotts ot' MorphoTrust's field setvice engineer(s) collectively traveling a distarlce gteatel than [250] nriles hr otdel to complete the i,rttaltations. In any such events, MorplroTrust rvill plovide such selices on a time and tnateials basis and MorphoTlust rvill provide Custotner with a quote for developing and ploviding Customer rvith any strclt applications and chauges. Table rrpdates ate treated as Updates alld rvill be tnade available to Custorner in accotdance rvith Section II A' of this Agreentent. C. 9/5 Maintenance Services. Mol'phoTrtlst's 9/5 I,fdintenafice Se,'vices are as follo'ws: o Cttstontet' rvill receive a telephone response to service calls lvithin one (l) hour fiotn the iirne Customel places a service call rvith MorPhoTrtlst's HelP Desk . MorphoTrust's Help Desk rvill attetnpt probiem resolution via tetephonic verbal and diat-in houbleshooti,lg pliol to dispatcltittg att MorphoTrust field setvice enghreer to Customer''s facility fot' ou-site service' . If on-site sorvice is necessAly, such service shall be provided nine (9) brrsiness hours (that is, 8:00 a.rn. to 5:00 p.ln) per day, five business days per rveek. MorphoTrust shall rse its best efforts to have an MorphoTrust's field service engitteer at Custourer's facility rvithin eight (8) rvotking hours fiom the timo the engineer is dispatched by MorphoTrust's. Help Desk if Customer's facility is located rvithin a 100 mile mdius of au authorized Customer's Systenl slpport staff duing the tenn of such Sclvices peliod contained in tlte applicable Addendurn, and such Customer Systern manager sltall be tesponsible for' peliodically backing-up Systettt softrvare in accordauce rvith MolphoTrrrst's periodic leqnirements. Unless otherrvise agreed in rvriting by MorphoTlust, the Customer shall be responsible for tlte installation ofeach Update. Customer rvill receive a telephone response to seruice calls within one (l) hour from the thne th€ Customel places a service call rvith MorphoTrust's Help Desk. MolphoTrust shall furnish all parts and components necessaty for the maitttenattce of the S),ste[r. MorphoTurst's shipntent of a Ieplacement paft to Custotner rvill be i[itiated pronrptly after the MorphoTrust's Help Desk deterLnines the need for such itent. Replacelnent patt otders initiated plior to 3:00 p.ln. Central shall be shipped the same business day, rvltere otdets initiated after 3:00 p.rn. Central shatl be shipped the next bnsilless day. All shiprnents arc made via next day pr iolity air. If a defective part is required by MorphoTlust to be retLrrned to MorphoTnrs! the packagillg matelial used in shipnrent of the replacement pafi must be rensed to retrrrn the defective pad. [Note: d€fective pa s are not repaired arrd rcturtred to Custolner. Ctlstomel rvill be invoiced for any defective pads that are nol rctuured to MolphoTrust rvithin trvo (2) rveeks after receipt of the replacernent part. MolphoTrust is not responsible for any markittgs (i.e., asset tags) that Customelnay place on System components. It is Cttstotner's responsibility to rtntove sttch markhrgs'] Upon Customer's Iequest for MorphoTrnst oll- site service, MorphoTrtrst shall use its best efforts to have an MotphoTl ust ficld selvice engineer at the Cttstomct's facility tvithhr 48 hours from thc time the enghteet' is dispatched by MorphoTlust's Help Desk. Cttstontet shall pay for such on-site setvice oll a tilne and haYel basis at MorphoTrust's thell curreflt mtes and lravel polioies, respectively' Plior to dispatch of an MorphoTrust engineer' Custolnel shall either provide MotphoTrrtst rvith a purchase order ("P.O."), contplete MolphoTtust's P.O. Waiver fot'ln, ol provide MolpltoTlust rvitlr a valid credit card ntttnbet. E. Pleventive Maintenance SeNices. MotphoTrttst's Preve t^'e Muintenance Services ate as follorvs: r Preventive rnaintenatrce selice calls consist of System cleaning, verification of calibration, and verification of ploper System configuration and operation in accordance rvith MorphoTntst's specificatiotrs fol such Systetn. MolphoTrust and Custornet' rvill seek to agrce . Maintenance rcquir€d due to failures resulting frotn softryare vilmes, rvorrns, Trojarrs, and any other foflns of destructive or interruptive rnearrs . Maintenance introduced into requiled the System.due to failures caused by Customer facility issues such as inadequate porver sources and protection or trse of the System in environmental conditions outside of those conditions specified irl MorphoTrust's Systern docunrentation. B. Availabilitv of Additional Services. At Custorner's rcquest, MoryhoTrust may agl€e to perform the excluded seryices desclibed irrrnrediately above in accordauce rvith Morpholiust's then cunenl mtes. Other excluded services that ntay be agleed to be performed by MorphoTrust shall require Molpho'l'r'ust's receipt of a Customer P.O., Ctrstomer''s completion of MotphoTrust's P.O. Waiver forrn, or Custonlel' providing MorphoTrust rvith a valid credit card nnrnbel bofore ryork by MorphoTmst is commerrced. C. Non-Registered Systenl Conlponents. Any Sys(ern components not rcgistercd in the Addendum for rvhich Services are requested by Custorner rnay be required to have a prc-mairrtenance inspection by MorphoTrust before behrg added to the Addendum and this Agreenrenl. This inspection rvill also be lequiled if this Agreement has expired by nrore than thitty (30) days. MorphoTrust's hrspectiou will be bjlled at MorphoTrust's cuflent inspection rate plus tlavel expenses and parls (ilany required). D. Third Partv Hardrvare and Softrvare. Custonler shall be solely responsible for obtaining fioln MorphoTnrst ol an MorphoTrust authorized or identified vendor', at Crstorner's sole expense: (i) all Morpho'lust and third party soffrvare that may be required fol use in connection rvith any Updates, nlajor enhancenrents or nerv vetsious; aud (ii) all hatdrvare that may be required for the use of any Updates, rnajor cuhancements or nerv versions. MorphoTrust rvill speciry the hardrvalc and third party softrvare requirernents for ar)y Updates. ry. SERVICE CALLS Custorner may contact MoryhoTrust's TouchCarc Support Centel by calling l-888-HELP-lDX (888-435- 7439). SeLvice calls under this Agleernent rvill be made at the installatiou address identified in the Addendum or as othenvise agrced to in rvriting. V. TDRM AND TERMINATION This telnr of this Agreernent shall commence npon MorphoTrust's receipt of the annual rnaintenance fee reflected in the Addendum and shall continue for.a peliod of one (l) year. This Agreenrent may be renerved fol additional one (l) year, terms upon the parties' rnutual agr€ernent and Custorncr''s execution of an updated Addendum and MorphoTrrrst's leceipt of the applicable anuual maintenance fee rcflected in the updated Addendurn. Either party lnay tenninate this Agreement in the eveut of a nratelial breach by the other pa*y that remains unculed for a periorl of thirty (30) days fiorn the date the Don-brcaching party MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN REGARD TO THE SERVICES, SOFTWARE, AND A].{Y OTHER GOODS SHALLEVENT PROVIDED MORPHOTRUST' HEREUNDER. IN AGGREGATE NO LIABILMY TO CUSTOMERARISING OUT OF, OR RELATED TO, THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF RECOVERY, EXCEED TT{E NET FEES FOR MORPHOTRUST' SERVICBS ACTUALLY PAID BY CUSTOMER TO MORPHOTRUST UNDER TI{E APPLICABLE ADDENDUM TO THIS AGREEMENT DURING THE TWELVE (12') MONTHS PRIoR TO THE DATE TIIE CUSTOMER'S CAUSE OF ACTION AROSE. IN NO EVENT SHALL MORPHOTRUST 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 MORPHOTRUST' REASONABLY CONTROL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE T}IAN TWO (2) YEARS AFTER T}IE DATE THE CAUSE OF ACTION AROSE. VIII. LIMITED LICENSE TO I'PDATBS MorphoTrust rnay deliver MorphoTrust-developed Updates to Customer, The ternts of MotphoTrust's end user license for the MotphoTrust's softwat'e delivered as part of the Systern shall govern Custorner's use of the Updates, Ix. MISCELLANEOUS If ruder Agreelnent, MorphoTrust provides Customer rvith MorphoTiust developed soffivare in furtherance of Custorner's contract rvith any U.S. federal, state or' local governrnent entity, then turless agreed in advance and in tvriting by MorphoTrust's Chief Security Officer or Chief Compliance Officer; Custornel shall not provide, share, allorv access to, or othenvise disclose any such MorphoTrust developed sofhvare to anyone not ernployed by MorphoTrust or the U.S. federal, state or local goventrnent entity customel of Custorner. This Agreernent shall be goverrted by and construed accordirrg to the larvs of the State of Minrresota, excluding its conflict of larvs provisions. This Agrcement constitutes the entirc agreernent betrveerr the parties rcgarding the subject nratter described herein and may not be nrodified except in rvriting signed by duly autholized representatives of MolphoTrust and the Custorner. This Agreement nray not be assigned by Customer rvithout the prior express rvritten consent of MorphoTlust. 5 2012 Livescan Systenr Mafurtenance Tenns and Conditions - U S Customers (MorphoTrust).doc I provided the olhel tvith rvritten notice ofsuch bleach. Ftr,ES FOR SERVICtrS A. Fees. The iuitial fee for Selvices undel this Agrternent shall be the amourlt set fortlr in the Addendtun. The annual maintenance fee during any renorval teLrtt rvill be MorphoTrust's current mtes in effect at the tirne of renerval. Custonler aglees to pay the total ofall clrarges fol Services annually ir advance rvithin thirty (30) days of the date of MorphoTtust's invoice for such chatges. Custorner understands that alterations, attachments, specification changes, ol uso of sub-stardatd supplics that cause excessive service calls, may require an inclease in Service fees during the tetrn of this Agreement at the election of MorphoTnrst, and Custonler agrees to pronrptly pay snch charges when d e. B. Failure to Pay Fees. If Cnstorner does not pay MorphoTrust's fees for Services or parts as provided hereunder rvlten due: (i) MorphoTlust may sLrspetrd pelfornrance of its obligation to provide Selvices until the account is brought currcnt; and (ii) MorphoTrust rnay, at its discretion, provide the Selvices at crureut 'hon contract/per call" rates ol a COD basis. Customer aglees to pay MorphoTrust's costs and expenses of collection including the lnaxitnum attorneys' fee perrnitted by larv (said fee not to exceed 25oZ ol the anrorrnt dtre herrunder). VII. LIMITtrD WARRANTY / DISCLAIMER / LIMITATION O[ LIABILITY MorphoTrust shall provide the Servicos hereunder in a professioual and wolkmanlike rnannel by duly qualified personnel. EXCEPT FOR THIS LMITED WARRANTY, MORPHOTRUST HERBBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, TTIE IMPLIED WARRANTIES OF 4 2012 Livescan Systeln Maintelalce Tenns and Conditions - U S Customers (MorphoT[rst).doc l I I I I I I I I I I l 1 i ,l I r.rpon the scheduling of the preventive nraintertattce selvice call prolnptly after comn€ncernenl of the tern ol this Agreernent ' attd the conttnencentent ofany teuerval term. . Pleventive lnaintenance selvice calls are only available in connection rvith MorphoTnst's 2417 Maintenance Services and MolphoTrust's 915 Maintenance Services offerings Preventive maintettauce set vice calls are priced ol a per call basis in accordance rvith MorphoTrust's then curl€nt published prices fol such Setvices. Preventive Maintenance Selices uray not be available fot' celtain Systenr comporents. III. EXCLUSIONS FROM SDRYICIS A. Exclusions. The Selvices do trot illchde any ofthe follorving: Systern felocatio,). Additional tmining beyond that arnotrnt or level of tlaining originally ordeled by Custorner. Maintenauce support ol tloubleshootirrg for Custornel provided cotntnuttication netrvorks. Maintenance requircd to the Systern or its palts alising out of Inisusq abuse, negligence, attachrnent of uuauthorized compolrefits (including softrvar e), or accessodes or parts, use of sub- standard supplies, ol othel causes beyond MorphoTtrst's control. Maintenarrce requited due to the System beillg modified, damaged, altered, ntoved ot serviced by personnel other than MorphoTrust's atrthorized seLvice reprcserrtatives, or if palts, accessories, or components not autltorized by MolphoTlust ate fitted to the Systern. Maifltenance required due to failutes caused by Customer ol Cttstotner's softrvare or other softrvale, hatdrvare ol products rlot licellsed by MorphoTrust to Custorner. Providhrg ol ilstalling rpdates or npgrades to any third patty (i.e., Mictosoft, Olacle, etc.) softrvare. Providirrg consumable parts and cotnponents (i'e., platens, toner cattridges, €tc.); such iteurs ate leplaced at the Customer's exp€nse. 3 2012 Livescan system Mairrtenance Temrs and conditions - U S custonrers (MorphoTrust).doc I l I MolphoTnrst's service location and rvithin 24 hours if Custolner's facility is located outside such 100 nrile radius. Upon MolphoTlLrst's accep(ance of Cuslotnet's reqtlest fot aftet' hottrs service, Custornel sltall pay for strch after ltottrs setvice ou a tillre and nlaterials basis at MorphoTrust's then current rates, At no additional clrarge (provided Custotnet' has gra ted MorphoTlust rvith continuous nehvork ot' dial-up accoss to the Systetn, rvhether staud alone or cotuected to a cenhal site), MorphoTrust ivill provide Ctlstonter lvith up to four (4) Custolller-reqtlested type of tr"nsaction challges to exisling lype of trausaction applications; provkletl firrther, horvever', that any srtch tyDe of,tl'ansaction change does [ot, iu the sole opinion of MolphoTrttst's Developrnent Management Tearn, require a significant develop[rert or' deployment cffolt. Generally, a significcltl cteielopment elfort is one that takes MorplioTmst nlore tltan one full business day to <levelop, and a sigtiJicant deploynent ffirt is one that requiles MorplrcTtust's deployrnent of one or rnole of its field service engineers to nrore than [5] Custorner locatiols or MotphoTrttst's field seLvice ellgirreer(s) collectively traveling a distance greatel than [250] niiles itt otder to cornplete the installations. In any sttch eveuts, MorphoTtrrst rvitl plovide such services on a time and materials basis and MorphoTrost rvill plovide Custornel rvith a quote for developing and ploviding Customer Tvith any such applications ind changes, Table updates ato trealed as Uodates and rvill be rnade available to Cirstonrel in accordance rvith Section II.A. of this Agrcentent. D. Heh Dcsk Maintenance Selvices, MorphoTrust's Hetp Disk l,Iaintenrnce Services are as follorvs: o The Setvices do not include etly MorphoTrust on-site lnaintenallce selicos. The Custotner agtees to pmvide the on-site persorrnel to assist th; MorPhoTrust HelP Desk Nith troubteshootirrg, lrodule replacenlent, and installation of Updates, as rcquired. . Custoln€r shall maintain at least one (l) MorphoTnlst trained Systern manager on the 2 2012 Livescan System Maintenance Ternrs and Conditions - U S Crlstomels (MorphoTrust)'doc I 'l I I I I I i I I i I I I i l l I Addendutn. Custo,ner shall provide MorphoTrust rvith continuous netrvolk or dial- up access to the System (whether stand alone or coirnected to a central site), and MorphoTrust shall deliver the Update via this remote rn€ans of delivery. In the event conthutous netrvork or dial-up access is not available for 24/7 Maintenance Servrces and 9/5 Maintenance ,9ert'ices Customem, then MorphoTrust shall install.the Update dufing any subsequently schedtrled on-site visit by MorphoTrust fot service of the Systern. An "Update" tneans a nerv rclease of such System software compotlents that arc developed by MorphoTlust rvhich contain (i) bug fixes, cortections, or a rvork-arortnd of previously identified errot's tvith srrch softrvare, or (ii) llrirtot e[hancetnents, irnprovetltents, or revisions rvith substantially similar (but not nerv) fttnctionality to the original licensed System softrvare. ts. 2417 Maintenance Services. MolphoTrtrst's 2417 Moi letn ce Services are as follorvs: Cuslorner rvill receive a telephone response to service calls rvithiu one (l) hotrl frotn the time the Custonl€t ltlaces a service call rvith MorphoTrusi's HelP Desk' MorphoTrust's Help Desk rvill attempt probletn resoltttion via telephonic verbal attd dia[-iu troubleshooting prior to dispatching an MorphoTrust field setvice engineel to Customer's facility for on-site service. If on-site service is tlecessaty, sttch selvice shall be provided 2417, including ltolidays. Molphol'rrst shall use its best effolts to have an MorphoTrust's field selvice engineer at the I 2012 Livescan system Maintenance Ternrs and conditions - U s customels (MorphoTrust).doc