HomeMy WebLinkAbout20142179.tiff RESOLUTION
RE: APPROVE MAINTENANCE AND SUPPORT AGREEMENT FOR CRIME LAB
AUTOMATED FINGERPRINT IDENTIFICATION SYSTEM (AFIS) AND AUTHORIZE
SIGNATURE - SAFRAN MORPHOTRAK, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Maintenance and Support Agreement
for the Crime Lab Automated Fingerprint Identification System (AFIS) between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Weld County Sheriff's Office, and Safran MorphoTrak, LLC, commencing
July 1, 2014, and ending June 30, 2018, with further terms and conditions being as stated in said
agreement, and
WHEREAS, it is the Board's understanding that the agreement is for two systems: one
belonging to the Weld County Sheriff's Office, recognizes that they will be responsible for one-half
of the total amount of the agreement, to be paid annually for the defined period of July 1, 2014, to
June 30, 2018, and
WHEREAS, the acceptance of their portion of the agreement will allow for Weld County's
to use AFIS, thereby accessing the State of Colorado's and the national fingerprint identification
databanks and, as a result, obtain the identification of individuals who have left forensic evidence
at the scene in the form of fingerprints, and
WHEREAS, after review, the Board deems it advisable to accept their portion of the said
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Maintenance and Support Agreement for the Crime Lab Automated
Fingerprint Identification System (AFIS) between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Weld County
Sheriff's Office, and Safran MorphoTrak, LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the President of the Northern Region Lab
Group be, and hereby is, authorized to sign said agreement.
\ i' 2014-2179
C�'So �"on QXn ) SO0035
MAINTENANCE AND SUPPORT AGREEMENT FOR CRIME LAB AUTOMATED
FINGERPRINT IDENTIFICATION SYSTEM (AFIS) - SAFRAN MORPHO TRAK, LLC
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of July, A.D., 2014, nunc pro tunc July 1, 2014.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ddthev jd L cot I�'15 `a' t.sin-
G% •�C,1�o•� Do�gla Rademacher, hair
Weld County Clerk to the Board
arbara Kirkmeyer, ro-Tem
BY: EL
D=p/jy Clerk to ef .ar. .a, -� EXCUSED
Sean P. a
APP FO� ��
, pm . Garcia
ty Attorney ----
Mike Freeman
Date of signature: '/31
2014-2179
SO0035
BOARD OF COUNTY COMMISSIONERS
WORK SESSION COVER LETTER
Department/Office: Weld SO/Crime Lab July 9, 2014
Person requesting work session: Ronald Arndt Extension: 3638
Has your commissioner coordinator/elected official approved the work session?
I have pursued this request for a work session with Bureau Chief Reams and Sheriff Cooke. They have
been copied on the email requesting the work session and have been asked to respond in kind to the
request.
Recommended length of time needed for discussion: 30 min
In addition to yourself and the board,who should attend? Barb Connolly and Steve
Reams.
Brief description of the issue:
There are two issues.
The Weld County Commissioners approved and accepted funds from Congressional Select
Grants: 2009-D1-BX-0263. Funds still remain on the 2009 grant and therefore I need to submit a
Grant Notification Adjustment to ask for a no cost extension for another year. See the attached
documents.
The lab has had, through the WCSO, access to the state run Automated Fingerprint identification
System (AFIS). This software and hardware system allows the fingerprint examiners to access the
thousands of fingerprints and palm prints that are entered in to the state fingerprint identification
unit. All fingerprints in the system can be searched against the latent prints found on evidence
from a crime scene and possible matches are then provided for further examination. The
maintenance on the software is up for annual renewal. In the past we had a system, AFIX tracker,
that is no longer useful and the budgeted maintenance fee on that system is adequate to cover the
cost for this system. Attached is a four year contract on the system, although only one year is
required and they will bill for the successive three years. This contract will secure a set price for
the next 4 years.
In addition, you will note that the invoice is for two systems, the other belonging to Larimer
County Sheriff's Office. They will be covering the cost for their system so the annual
maintenance fee for Weld County will be one-half($4, 497.96)of what is printed($8,995.92).
RESULTS/OUTCOMES:
2014-2179
SAFRAN
MorphoTrak
33405 8'' Ave South.Suite 200
Federal Way,WA 98003
Tel: (253)593-8018
Fax:(253)591-8856
June 24. 2014
Northern Colorado Regional Forensic Lab
Attn: Ron Arndt
2329 115th Ave
Greenley.CO NO 34
Re: MorphoTrak. I.LC. -Annual Maintenance Contract
Dear Mr. Arndt:
Enclosed arc two copies of the Maintenance and Support Agreement and pricing schedule for your ageney's review and
signature. You're warranty will expire on June 30.2014. If you choose our Maintenance Services Agreement with us.your
continued maintenance term shall he dated as of July I. 2014 through June 30.201 g.
Please sign two(2)originals of the Agreement and return them to my attention on or before Jul'25,2014.We will return
one(I J fully executed original to your attention.Failure to submit this agreement tin or before July 25,2014 may cause an in
lapse in maintenance. which may he subject to a 10'4 recertification and reimplententation tee.Note: All Tax kxemnt
Customers will be reuuired to submit a cony of their agency's tax certificate.
If services are required outside the principle period of maintenance. tiant- 5pm Monday to Friday.a Purchase Order will he
required.
Morphiarak,LLC is committed to pros iding you with the most comprehensive customer service and maintenance on your
equipment. We appreciate and value our past business relationship with you and your agency•and we hope that you choose to
continue your comprehensive maintenance coverage through us
If you have any questions regarding this agreement or the services provided herein.please contact me at i g00);4h-2674 ext.
I thank sou tilr your time and consideration of this matter and I kook forward to our continued business relationship in the
future
Thank sow.
Sincercls.
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SAFRAN MAINTENANCE AND
SUPPORT AGREEMENT
MorphoTrak
MorphoTrak, LLC, ("MorphoTrak" or"Seller") having a principal place of business at 113 South
Columbus Street, 4!" Floor, Alexandria, VA 22314, and Northern Colorado Regional Forensic Lab
("Customer), having a place of business 2329 1151h Ave, Greeley, CO 80634 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"
Exhibit D "Billable Rates"
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.
"MorphoTrak"means MorphoTrak, LLC.
"MorphoTrak Software" means Software that MorphoTrak or Seller owns. The term includes
Product Releases. Standard Releases. and Supplemental Releases.
"Non-MorphoTrak Software" means Software that a party other than MorphoTrak or Seller owns.
"Optional Technical Support Services" means fee-based technical support services that are not
covered as part of the standard Technical Support Services.
"Patch" means a specific change to the Software that does not require a Release
"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.
"Products" means the Equipmert lit applicable as indicated in the Description of Covered
Produc,tsl and Software provided by Seller
Releases' means an Update or Upgrade to the MorphoTrak Software and are •Characterized as
"Supplementa Releases.' "Standard Releases " or "Product Releases '. A "Supplemental
Release s defined as a minor release of MorphoTrak Software that Contains primarily error
corrections k; an existing Standard Release and may contain limited improvements that do not
AffEwt the '" f lE structure or the N 'mf,oTra Softwarr? DePendlnq :;r C,r5!ryr+er's specific
1 r'tCi:'!:1t!Pi! .9 Siipplernerita: Release rT1igt. n;)! apocaole Suof.iier'ienliii 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 MorphoTrak 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 MorphoTrak
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, MorphoTrak's opinion will prevail, provided that MorphoTrak 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 and
provided under this Agreement.
"Software" means the MorphoTrak Software and Non-MorphoTrak Software that is furnished 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.
"Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time.
excluding established MorphoTrak 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.
"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 MorphoTrak).
'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 ire attempting data/database recovery, database set up, client-server
advicei. and assistance or advice on installation of Releases provided under this Agreement.
Update' means a Supplemental Release or a Standard Release.
•tJograne'. means a Prcr. i :t Reieasi
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, and such Services will apply only to the Products described in the Description of
Covered Products.
3.2. The Term of this Agreement will commence upon the Start Date and will continue until
the fourth anniversary of the Effective Date unless either party notifies the other of its intention to
not renew the Agreement (in whole or part) 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 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 MorphoTrak 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 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
3.6 Seller will provide to Customer Technical Support Services and Releases as follows.
3.6 1 Seller will provide unlimited Technical Support Services and correction of Residual
Errors during the PPM in accordance with the exhibits. The level of Technical Support depends
upon the Customers selection as indicated in the Support Plan Options and Pricing Worksheet.
Any Technical Support Services that are performed by Seller outside the contracted PPM and
any Residual Error corrections that are outside the scope shall be billed at the then current hourly
rates. 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 he used in lieu of
training on the covered Products
3.6.2. Unless otherwise stated in paragraph 3.6.3 or if the Support Plan Options and
Pricing Worksheet 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 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.
3.6.5. Seller's responsibilities under this Agreement to provide Technical Support
Services shall be limited to the current Standard Release plus the two (2) prior Standard
Releases (collectively referred to in this section as "Covered Standard Releases.").
Notwithstanding the preceding sentence, Seller will provide Technical Support Services for a
Severity Level 1 or 2 error concerning a Standard Release that precedes the Covered Standard
Releases unless such error has been corrected by a Covered Standard Release (in which case
Customer shall install the Standard Release that fixes the reported error or terminate this
Agreement as to the applicable Software).
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 uy sod' transmission medium
3 7 S Accessories. ;ustonn Or Special Products modified units: or modified Software.
/ o, The repair or replacement of parts resulting from the tampering t)y persons
.Jnakitnor zed by Seller r,.r the of the System due to extraordinary uses
3.7.7. Operation and/or functionality of Customers 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.
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:
3.8.1 Maintain any and all electrical and physical environments in accordance with the
System manufacturer's specifications.
3 8? Provide standard industry precautions (e.g. back-up files) ensuring database
security, per Seller's recommended backup procedures.
3 e 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 ti 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
report+ng anc verifv no problems. and performing System backup At least one member of the
System Administrators group should have completed Seller's End-User training and System
Adtnrrilstratu' training if available;. The eorribined skills of this System Administrators group
[Ir:'sfp"i, rlcv with the PrOdu('ts 'he system platform upu., .w I('1? the Products
peratinq system 7dtabas- a(1ministrut'on. network capabilities suet- .as t;ac.klnu Ut...
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.
3.12 Customer shall agree not to attempt or apply any update(s), alteration(s), or change(s) to
the database software without the prior approval of the Seller.
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 and are subject to a 5% escalation fee for each subsequent support year. Unless this
exhibit expressly provides to the contrary, the price is payable annually in advance. Seller wilt
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%i per annum.
unless such rate exceeds the maximum allowed by law in which case 0 will he reduced to the
maximum allowable rate
5 3 If Customer requests. Seller may provide services outside the scope of this Agreement cr
after the termination or expiration of this Agreement and Customer agrees to pay tor those
services. i hese terms and conditions and the price: rrl effect at the time such cervices an--;
rendered wil+ apply to those serv'ceS
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 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. DEFAULTfTERMINATION
7 1. If MorphoTrak breaches a material obligation under this Agreement (unless Customer or a
Force Majeure causes such failure of performance), Customer may consider MorphoTrak to be in
default If Customer asserts a default, it will give MorphoTrak written and detailed notice of the
default. MorphoTrak 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. II MorphoTrak 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 MorphoTrak or
a Force Majeure causes such failure of performance): it Customer breaches a material obligation
under the Software License Agreement that governs the Software covered by this Agreement; or
if Customer tails 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.
tiles a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (901 days
any involuntary petition under bankruptcy law. MorphoTrak may consider Customer to be in
default. It MorphoTrak 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 MorphoTrak If Customer provides a cure plan. rt will begin implementing the cure
elan immediately after receipt of MorphoTrek's approval of the plan
7 3 It i defaulting party tails to cure the default as provided above in Sections 7 1 or 7.2.
:finless 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
4 Upon the expiration or earlier termination of this Agreement. Customer and Seller shall
mr��ilateiv ital,yr ' to the ether Party as the disclosing Party. all Confidential Information of the
)Itrrf' It'cliN.iii:g al: cop,e:, tri reoi much the other Party previc..usly provreed to •t In ti,rtherance tit
h,� ,jr. ,.rp • r.ti'1k„ltr.yl rP:"r'i tl• ri S-n.i u.ie I t lr': ' 'd'•u'd! , r',4 IYath:)
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: Northern Colorado Regional Forensic Lab Seller: MorphoTrak.LLC.
Attn: Ron Arndt Attn: Law Department
2329 115"'Ave 1250 N Tustin Ave
Greeley, CO 80634 Anaheim,CA 92807
Phone(970)356-4015 Phone (714)238-2030 Fax (714)632.2158
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 MorphoTrak's
prior written consent
8.5 This Agreement, including the exhibits. constitutes the entire agreement ot 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 any terms contained in Customer s purchase orders.
acknowledgements, or other writings (even if attached to this Agreement)
8.6 Triis 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 ot the State of Delaware •+ Licensee is not a sovereigr
government entity
Section 9. CERTIFICATION DISCLAIMER
Serer specifically disciams all certifications regarding the manner .n which Seiler conducts 5
business or performs its obligations under this Agreement. unless such crtifrcatic:ns have Beer,
-;y nrpgti .1(-;`en'o d and ,:.c^e.:f e'; an authorize(' S ifrtat'ry 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 Pates have caused this Agreement to be duly executed as of the
day and year first written above.
MorphoTrak, LL Northern Colorado Regional Forensic Lab:
By: By: •
Name: Name:
1
Title: Title. UiV..Si it t A 'C filatid
Date: Date: ,,1c1/r j)/ , 01`1
M&SA inclining Exhibits OiJ'10 Page 9 of 1a
Contract No.905765-000
Exhibit A DESCRIPTION OF COVERED PRODUCTS
MAINTENANCE AND SUPPORT AGREEMENT NO. SA 005765-000
CUSTOMER: Northern Colorado Regional Forensic Lab
The following table lists the Products under maintenance coverage:
Node Name Description Location Oty
COBILEW001 LATENT WORKSTATION GREELEY, CO 1
COBILEW002 LATENT WORKSTATION GREELEY, CO
Invoice Schedule
Term Maintenance Fees
6-1-13-6-31-14 Warranty
7-1-14 - 6-30-15 8,995.84
7-1-15-6-30-16 8,995.84
7-1-16-6-30-17 8,995.84
7-1-17-6-30-18 8,995.84
Maintenance Total: ; $35,583.36
MAINTENANCE AND SUPPORT AGREEMENT NO. SA 005765-000
Exhibit B SUPPORT PLAN
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. Because of the urgency involved, 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. yam{SAMMY 1 Total System Failure - occurs when the System is Telephone Resolve within 24
not functioning and there is no workaround; such conference within 1 hours of initial
as a Central Server is down or when the workflow hour of initial voice notification
of an entire agency is not functioning. notification
2 Critical Failure- Critical process failure occurs Telephone Resolve within 7
'when a crucial element in the System that does not conference within 3 Standard
Drohibit continuance of basic operations is not Standard Business Business Days of
unctioning and there is usually no suitable work- Hours of initial voice initial notification
' round. Note that this may not be applicable to notification
intermittent problems. i
3 Non-Critical Failure - Non-Critical part or Telephone Resolve within
component failure occurs when a System conference within 6 180 days in a
component is not functioning, but the System is still Standard Business eller-determined)
useable for its intended purpose, or there is a Hours of initial etch or
seasonable workaround. notification elease.
4 Inconvenience - An inconvenience occurs when 'Telephone t Seller's
System causes a minor disruption in the way tasks conference within 2 iscretion. may
)are performed but does not stop workflow. Standard Business e in a future
Days of initial elease.
notification f
5 customer request for an enhancement to System Determined by If accepted by
;functionality is the responsibility of Seller's Product Seller's Product Seller's Product
Management Management Management. a
release date will
:ie provided with
•
is fee schedule,
(when
PPPropriate. __..___
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 Sellers 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 the System and Seller diagnostics indicate that a Residual Error is present in the
Software. Target Resolutior Times may not apply if an error cannot be reproduced on a regular basis on
either Seller's or Custon:er's Systems Should Customer report an error that Seller cannot reproduce
Seiler may enable ..i detai error capture-loggina process to monitor the System If Seller it uriab'e tc.,
:.'urrect the reported Residual Error within the. specified Target Resolution Time. Seller will esca+ate its
Di:...edie.. err.I ,I,,bs;i- �:,, ii i'ei`owie: or rJes:grlri= it. .•c,)r'e;:' such Residua Err,'.r pr.)rript'v 1`lcti'r.r
_I r.• e. rtic::'r�•,...• ;ptpr..,01,:. t'i3. c:,.•l' F{. s.e,i.. i F"u ' .a',t o'i-tip::• ;••••4:-•••:',:i st'` 7.1.1:.111 w!7
- .'1. -. .et. ,'it; ^.tilt. .':e - 'vs'- tel:r.-.',i'Ct'tt'• 1'.. ':'‘.0t.,. !.�H,1%
used in a manner for which it was intended or designed, and (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 installed anti-virus software.
2.2 Operating System ("O$") 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.
3. Seller Responsibility.
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 and if applicable.
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, if applicable: 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 Sellers facilities. Seller shall decide whether on-site correction of any
Residual Error is required and will take appropriate action.
4. Compliance to Local, County, State and/or Federal Mandated Changes. (Applies to Software
and interfaces to those Products) Unless otherwise stated herein, compliance to local, county. state
and/or federally mandated changes. including but not limited to IBR, UCR, ECARS. NCIC and state
interfaces are not part of the covered Services.
(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.)
5. 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
5.1 Seller Hesponse 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 m Support Plan Options and Pricing Worksheet
5.:' At Customer s request. Seller shall provide contir"iious effort to repair a reported probien! 'Jeyorid
it t- °PM Provided Customer gives Seller access to the Equipment before the ergo n' the PPM Sc. ;C
,.-xten;l .i tagr"r 'ro r ;)race: purred neyond PPM at no charge Following this grace period. ar'
AU . ..r` 1 t ;a! ti id: r:N i'voicec, .;r. ,i tv,t, a'il' materiel; . .1� ti d il. c•r
Exhibit C
SUPPORT PLAN OPTIONS AND PRICING WORKSHEET
Maintenance and Support Agreement# SA#005765-000 Date June 12,2014
New Term Effective Start July 1,2014 End June 30, 2018
CUSTOMER: Northern Colorado Regional BILLING AGENCY:
Forensic Lab
Address i 1 l 2329 1151' Ave Address(1).
Address(2). Address(2):
CITY, STATE, ZIP CODE: Greeley, CO 80634 CITY, STATE.ZIP CODE:
CONTACT NAME: Ron Arndt CONTACT NAME:
CONTACT TITLE Lab Director CONTACT TITLE
TELEPHONE: 970-356-4015 x 3628 TELEPHONE:
FAX. FAX:
Email: Email:
For support on products below,please contact Customer Support at(800)734-6241 or email at cscenter@morpho.com.
Q AFIS System ® Latent Workstation Station O PnntrakTM BIS System
STANDARD SUPPORT ANNUAL FEE
O Advantage-Software Support S 35.583.36
• 8 a.m.-5 p.m.Monday to Friday PPM • Supplemental Releases&Updates • Software Customer Alert Bulletins
• Unlimited Telephone Support • Standard Releases&Updates • Telephone Response 2 Hour
• Remote Dial-In Analysis • Automatic Call Escalation
STANDARD SUPPORT TOTAL $ 35,583.36
SUPPORT OPTIONS ANNUAL FEE
® On-Site Hardware Support $ Included
• 8 a.m.-5 p.m.Monday-Friday PPM • Defective Parts Replacement • Hardware Service Reporting
• Next day PPM On-site Response • Escalation Support • Product Repair
• Hardware Vendor Liaison • Hardware Customer Alert Bulletins • Equipment Inventory Detail
Management
CI Parts Support $ Included
• Parts Ordered&Shipped Next Business Day • Parts Customer Alert Bulletins
• if customer is providing their own on-site hardware support. the following applies:
r. Customer Orders&Replaces Parts Telephone Technical Support for Parts Replacement Available
❑ PUFT 1
• Increase PPM to
$ N/A
• Increase Response Time to $ NIA
SUPPORT OPTIONS TOTAL $ CHECKED AS
CHECKED
THIRD PARTY SUPPORT ANNUAL FEE
THIRD PARTY VENDOR NAME: $ N/A
• TERM DATE:
• COVERAGE:
THIRD PARTY SUPPORT TOTAL $ N/A
USERS CONFERENCE-NORTH AMERICA ANNUAL FEE
■ Users Conference Attendance($2,950 per Attendee) Year Number Attendees Requested S N.-A
• Registration tee • Hutel accommodations
• Roundtrrp traver for event • Daily meals
• Ground transportation to:from the conference
airport to the conference hotel
USERS CONFERENCE TOTAL $ N/A
OTHER AVAILABLE OPTIONS ANNUAL FFF
LiveSran 3nnn Prism Protection 51 500 unit.'year Covers labor and material fee for replacement c,t one it t prism per year $ NsA
[j Owe'
$ NA
OTHER AVAILABLE OPTIONS TOTAL $ N/A
Prepared by: Marie S. Harper. 253-593-8018, marie.harper@morpho.com
SUPPORT TOTAL' $ 35,583.36
USERS CONFERENCE TOTAL S N/A
FULL TERM FEE GRAND TOTAL' S 35,583.36
SEE INVOICE SCHEDULE ON EXHIBIT A FOR DETAILS
PLEASE PROVIDE A COPY OF YOUR CURRENT TAX EXEMPTION CERTIFICATE (if applicable)
Exhibit D
CURRENT BILLABLE RATES
MAINTENANCE AND SUPPORT AGREEMENT NO. 005765-000
CUSTOMER: Northern Colorado Regional Forensic Lab
The following are Seller's current billable rates, subject to an annual change.
8 a.m.-5 p.m. M-F(local time) $160 per hour, 2 hours minimum
After 5 p.m., Saturday, Sunday. Seller Holidays $240 per hour, 2 hours minimum
COVERAGE HOURS (PPM) BILLABLE RATES
(WITHOUT AN AGREEMENT)
8 a.m.-5 p.m. M-F (local time) $320 per hour, 2 hours minimum
IAfter 5 p.m., Saturday, Sunday, Seller Holidays $480 per hour, 2 hours minimum
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Rafaela Martinez
From: Rafaela Martinez
Sent: Friday, January 16, 2015 3:22 PM
To: Ronald Arndt
Cc: Rafaela Martinez
Subject: Maintenance and Support Agreement for Crime Lab Automated Fingerprint Identification
System
Attachments: 20142179 Maintenance and Support Agreement for Crime Lab AFIS- Safran Morphotrak,
LLC.pdf
Good Afternoon Ron,
The Clerk to the Boards Office is still pending a signature by the Northern Colorado Regional Forensic Lab on Document
#2014-2179.
This item went before the BOCC on July 21, 2014.
Would you happen to have the signature page? I have attached a copy of the document in case you need it.
Thank you so much,
Rafael"./1. Martinez
Deputy Clerk to the Board
1150 O Street P.O. Box 758/Greeley, CO 80632
tel: (970)336-7215 X5226
Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed
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immediately notify sender by return e-mail and destroy the communication.Any disclosure,copying,distribution or the taking of any action concerning the contents
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