HomeMy WebLinkAboutContract 56768 ( )) IDEMIA CSC No. 56768
5515 East La Palma Ave., Suite 100
Anaheim,CA 92807
Tel: (714)238-2000
Fax: (714)238-2049
November 30, 2021
Lorraine L Lenoard
Fort Worth Police Department
505 W. Felix Street
Fort Worth, TX 76115
Lorraine.Leonard@fortworthtexas.gov
817-392-4695
RE: Maintenance and Support Agreement#006960-000
By means of this letter, Idemia Identity&Security USA LLC ("IDEMIA' or"Seller") hereby extends Fort
Worth Police Department Maintenance and Support Agreement for the period 03/30/21 through
03/29/22 per the Terms and Conditions below.
Please indicate acceptance of this agreement by signing in the acceptance block below and returning it to
my attention via Email at jenny.pelayo@us.idemia.com at your soonest convenience.
If you have any questions or need further clarification, please contact me at (714) 575-2945 or e-mail
jenny.pelayo(gus.idemia.com. Thank you in advance.
Thank you,
Jenny Pelayo
Maintenance Agreement Specialist II
Idemia Identity&Security USA LLC
Accepted by:
IDEMIA IDENTITY& SECURITY USA LLC FORT WORTH POLICE DEPARTMENT
f
Signed by: Signed by: 3esus?.Chapa c2, 2114:35CST)
Printed Name: Michael Hash Printed Name: Jesus J. Chapa
Title: Vice President Title: Deputy City Manager
Date: November 30, 2021 Date:
Please note this is not an invoice. An invoice will be provided after receipt of the
signed document or purchase order.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
SA 006960-000 Page 1 v 9.27.11
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: JesusJ.Chapa ZOej 2,2021 14:35 CST) ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED: Kelly Cleveland
By: Kelly Cleveland(Nov 30,2021 14:57 CST)
Name: Kelly Cleveland
Neil Noakes Title: Acting Sr. Contract Compliance
By:
Neil Noakes(Dec 2,2021 14:29 CST) Specialist
Name: Neil Noakes
Title: Chief of Police APPROVED AS TO FORM AND
LEGALITY:
ATTEST:
��5, G,rxs�1�CG By:
By: Jannette S.Goodall(Dec 3,202108:27 CST) Name: Taylor Paris
Name: Jannette Goodall Title: Assistant City Attorney
Title: City Secretary lc_--�°F�Rr 4aa
a� 00
o °°O�� CONTRACT AUTHORIZATION:
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g.�� M&C: (None Required)
v o 0=� Date Approved:
jT( �
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an>Z�EXASaap Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
SA 006960-000 Page 2 v 9.27.11
Description of Covered Products
MAINTENANCE AND SUPPORT 4GREEMENT NO. SA#006960-000
CUSTOMER: Fort Worth Police Department
The following table lists the Products under maintenance coverage:
Product
LiveScan TP Livescan TXDPS Motorized Cabinet TXTPE34505 1
LiveScan TPE-Livescan TXDPS Motorized Cabinet TXTPE19506 1
500ppi
SA 006960-000 Page 3 v 9.27.11
Support Plan Options and Pricing Worksheet
Maintenance and Support Agreement# 006960-000 Date November 30,2021
New Term Effective Start 03/30/21 End 03/29/22
STANDARD SUPPORT
® Advantage—SoftwareSupport
♦ Telephone Response:2 Hour ♦ Standard Releases& Updates ♦ Supplemental Releases& Updates
♦ Remote Dial-In Analysis ♦ Software Customer Alert Bulletins ♦ 8 a.m.—5 p.m. Monday to Friday PPM
♦ Unlimited Telephone Support ♦ Automatic Call Escalation
® On-Site Hardware Support
♦ 8 a.m.—5 p.m. Monday to 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
® Parts Support
♦ Parts Ordered&Shipped Next Business Day ♦ Parts Customer Alert Bulletins
If customer is providing their own on-site hardware support,the following applies:
Customer Orders&Replaces Parts ➢ Telephone Technical Support for Parts Replacement Available
GRAND TOTAL $4,430.00
PLEASE PROVIDE A COPY OF YOUR CURRENT TAX EXEMPTION CERTIFICATE (if applicable)
SA 006960-000 Page 4 v 9.27.11
Maintenance and Support Agreement - Number SA# 006960-000
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.
Severity Definition Response Time Target Resolution
Level Time
otal System Failure-occurs when the System is not I elephone conference Resolve within 24 hours
1 unctioning and there is no workaround;such as a Central within 1 hour of initial voice f initial notification
erver is down or when the workflow of an entire agency is notification
of functioning.
ritical Failure-Critical process failure occurs when a crucial Telephone conference Resolve within 7
lement in the System that does not prohibit continuance of within 3 Standard Business Standard Business Days
2 asic operations is not functioning and there is usually no Hours of initial voice 3f initial notification
suitable work-around. Note that this may not be applicable to notification
ntermittent problems.
Non-Critical Failure-Non-Critical part or component failure Telephone conference Resolve within 180 days
ccurs when a System component is not functioning, but the within 6 Standard Business n a Seller-determined
3 System is still useable for its intended purpose,or there is a Hours of initial notification Patch or Release.
easonable workaround.
Inconvenience-An inconvenience occurs when System causes Telephone conference At Seller's discretion,
4 minor disruption in the way tasks are performed but does not within 2 Standard Business may be in a future
top workflow. Days of initial notification Release.
Customer request for an enhancement to System functionality is Determined by Seller's If accepted by Seller's
he responsibility of Seller's Product Management. Product Management. Product Management,a
5 elease date will be
rovided with a fee
schedule,when
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 the 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. If Seller is unable to correct the 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, 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 COS") 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.
SA 006960-000 Page 5 v 9.27.11
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
Seller's 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 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.
5.2 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.
SA 006960-000 Page 6 v 9.27.11
Maintenance and Support Agreement - Number SA# 006960-000
Terms & Conditions
Idemia Identity&Security USA LLC,("IDEMIA"or"Seller")having underlined: 1.2.3". A "Product Release" is defined as a major
a principal place of business at 5515 East La Palma Avenue, release of IDEMIA Software considered to be the next generation
Suite 100, Anaheim, CA 92807, and Fort Worth Police of an existing product or a new product offering.Product Releases
Department("Customer'), having a place of business at 505 W. are identified by the first digit of the three-digit release number,
Felix Street, Fort Worth, TX 76115, enter into this Maintenance shown here as underlined: 1.2.3". If a question arises as to
and Support Agreement ("Agreement"), pursuant to which whether a Product offering is a Standard Release or a Product
Customer will purchase and Seller will sell the maintenance and Release, IDEMIA's opinion will prevail, provided that IDEMIA
support services as described below and in the attached exhibits. treats the Product offering as a new Product or feature for its end
Seller and Customer may be referred to individually as"party"and user customers generally.
collectively as"parties." "Residual Error'means a software malfunction or a programming,
For good and valuable consideration,the parties agree as follows. coding,or syntax error that causes the Software to fail to conform
Section 1. EXHIBITS to the Specifications.
The Exhibits listed below are incorporated into and made a part "Services" means those maintenance and support services
of this Agreement. In interpreting this Agreement and resolving described in the Support Plan and provided under this Agreement.
any ambiguities, the main body of this Agreement will take "Software" means the IDEMIA Software and Non-IDEMIA
precedence over the Exhibits and any inconsistency between the Software that is furnished with the System or Equipment.
Exhibits will be resolved inthe order in which they are listed below. "Specifications" means the design, form, functionality, or
Exhibit-A "Description of Covered Products" performance requirements described in published descriptions of
Exhibit-B "Support Plan" the Software, and if also applicable, in any modifications to the
published specifications as expressly agreed to in writing by the
Exhibit-C "Support Plan Options and Pricing Worksheet" parties.
Section 2. DEFINITIONS "Standard Business Day"means Monday through Friday, 8:00
"Equipment" means the physical hardware purchased by a.m. to 5:00 p.m. local time, excluding established IDEMIA
Customer from Seller pursuant to a separate System Agreement, holidays.
Products Agreement,or other form of agreement. "Standard Business Hour' means a sixty (60) minute period of
"IDEMIA"means Idemia Identity&Security USA LLC. time within a Standard Business Day(s).
"IDEMIA Software"means Software that IDEMIA or Seller owns. "Start Date" means the date upon which this Agreement begins.
The term includes Product Releases, Standard Releases, and The Start Date is specified in the Support Plan Options and
Supplemental Releases. Pricing Worksheet.
"Non-IDEMIA Software" means Software that a party other than "System"means the Products and services provided by Seller as
IDEMIA or Seller owns. a system as more fully described in the Technical and
"Optional Technical Support Services"means fee-based technical Implementation Documents attached as exhibits to a System
support services that are not covered as part of the standard Agreement between Customer and Seller(or IDEMIA).
Technical Support Services. "Technical Support Services" means the remote telephonic
"Patch" means a specific change to the Software that does not support provided by Seller on a standard and centralized basis
require a Release. concerning the Products, including diagnostic services and
troubleshooting to assist Customer in ascertaining the nature of a
"Principal Period of Maintenance"or"PPM" means the specified problem being experienced by the Customer, minor assistance
days, and times during the days, that maintenance and support concerning the use of the Software(including advising or assisting
services will be provided under this Agreement. The PPM the Customer in attempting data/database recovery,database set
selected by Customer is indicated in the Support Plan Options up,client-server advice), and assistance or
and Pricing Worksheet. ofReleases provided under t advice on installation
his Agreement.
"Products"means the Equipment(if applicable as indicated in the "Update"means a Supplemental Release or a Standard Release.
Description of Covered Products) and Software provided by
Seller. "Upgrade"means a Product Release.
"Releases"means an Update or Upgrade to the IDEMIA Software Section 3. SCOPE AND TERM OF SERVICES
and are characterized as "Supplemental Releases," "Standard 3.1. In accordance with the provisions of this Agreement
Releases," or"Product Releases."A"Supplemental Release" is and in consideration of the payment by Customer of the price for
defined as a minor release of IDEMIA Software that contains the Services, Seller will provide to Customer the Services in
primarily error corrections to an existing Standard Release and accordance with Customer's selections as indicated in the
may contain limited improvements that do not affect the overall Support Plan Options and Pricing Worksheet, and such Services
structure of the IDEMIA Software. Depending on Customer's will apply only to the Products described in the Description of
specific configuration, a Supplemental Release might not be Covered Products.
applicable.Supplemental Releases are identified by the third digit 3.2. Unless the Support Plan Options and Pricing
of the three-digit release number, shown here as underlined: Worksheet expressly provides to the contrary, the term of this
1.2.3". A"Standard Release" is defined as a major release of Agreement is one (1) year, beginning on the Start Date. This
IDEMIA Software that contains product enhancements and annual maintenance and support period will automatically renew
improvements, such as new databases, modifications to upon the anniversary date for successive one (1) year periods
databases, or new servers.A Standard Release may involve file unless either party notifies the other of its intention to not renew
and database conversions, System configuration changes, the Agreement (in whole or part) not less than thirty (30) days
hardware changes, additional training, on-site installation, and before the anniversary date or this Agreement is terminated for
System downtime. Standard Releases are identified by the default by a party.
second digit of the three-digit release number,shown here as
SA 006960-000 Page 7 v 9.27.11
3.3. This Agreement covers all copies of the specified may be purchased at Customer's request on a time and materials
Software listed in the Description of Covered Products that are basis at Seller's then current rates for professional services.
licensed by Seller to Customer. If the price for Services is based 3.6.5. Seller's responsibilities under this Agreement to provide
upon a per unit fee, such price will be calculated on the total Technical Support Services shall be limited to the current
number of units of the Software that are licensed to Customer as Standard Release plus the two (2) prior Standard Releases
of the beginning of the annual maintenance and support period. (collectively referred to in this section as "Covered Standard
If, during an annual maintenance and support period, Customer Releases."). Notwithstanding the preceding sentence, Seller will
acquires additional units of the Software that is covered by this provide Technical Support Services for a Severity Level 1 or 2
Agreement, the price for maintenance and support services for error concerning a Standard Release that precedes the Covered
those additional units will be calculated and added to the total Standard Releases unless such error has been corrected by a
price either(1)if and when the annual maintenance and support Covered Standard Release(in which case Customer shall install
period is renewed or(2)immediately when Customer acquires the the Standard Release that fixes the reported error or terminate
additional units, as IDEMIA determines. Seller may adjust the this Agreement as to the applicable Software).
price of the maintenance and support services effective as of a
renewal if it provides to Customer notice of the price adjustment 3.7. The maintenance and support Services described in
at least forty-five (45) days before the expiration of the annual this Agreement are the only covered services. Unless Optional
maintenance and support period. If Customer notifies Seller of its Technical Support Services are purchased, these Services
intention not to renew this Agreement as permitted by Section 3.2 specifically exclude and Seller shall not be responsiblefor:
and later wishes to reinstate this Agreement, it may do so with 3.7.1. Any service work required due to incorrect or faulty
Seller's consent provided(a)Customer pays to Seller the amount operational conditions, including but not limited to Equipment not
that it would have paid if Customer had kept this Agreement connected directly to an electric surge protector, or not properly
current, (b)Customer ensures that all applicable Equipment is in maintained in accordance with the manufacturer's guidelines.
good operating conditions at the time of reinstatement,and(c)all 3.7.2. The repair or replacement of Products or parts resulting
copies of the specified Software listed in the Description of from failure of the Customer's facilities, Customer's personal
Covered Products are covered. property and/or devices connected to the System (or
3.4. When Seller performs Services at the location of interconnected to devices) whether or not installed by Seller's
installed Products, Customer agrees to provide to Seller, at no representatives.
charge,a non-hazardous environment for work with shelter, heat, 3.7.3. The repair or replacement of Equipment that has become
light, and power, and with full and free access to the covered defective or damaged due to physical or chemical misuse or
Products. Customer will provide all information pertaining to the abuse, Customer's negligence,or from causes such as lightning,
hardware and software with which the Products are interfacing to power surges,or liquids.
enable Seller to perform its obligations under this Agreement.
3.7.4. Any transmission medium, such as telephone lines,
3.5. All Customer requests for covered Services will be computer networks, or the worldwide web, or for Equipment
made initially with the call intake center identified in the Support malfunction caused by such transmission medium.
Plan Options and Pricing Worksheet. 3.7.5. Accessories, custom or Special Products; modified units;
3.6. Seller will provide to Customer Technical Support or modified Software.
Services and Releases as follows: 3.7.6. The repair or replacement of parts resulting from the
3.6.1. Seller will provide unlimited Technical Support Services tampering by persons unauthorized by Seller or the failure of the
and correction of Residual Errors during the PPM in accordance System due to extraordinary uses.
with the exhibits. The level of Technical Support depends upon
the Customer's selection as indicated in the Support Plan Options prop Operation and/or functionality of Customer's personal
and Pricing Worksheet.Any Technical Support Services that are property, equipment, and/or peripherals and any application
performed by Seller outside the contracted PPM and any Residual software not provided by Seller.
Error corrections that are outside the scope shall be billed at the 3.7.8. Services for any replacement of Products or parts directly
then current hourly rates. Technical Support Services will be to related to the removal, relocation, or reinstallation of the System
investigate specifics about the functioning of covered Products to or any System component.
determine whether there is a defect in the Product and will not be 3.7.9. Services to diagnose technical issues caused by the
used in lieu of training on the covered Products. installation of unauthorized components or misuse of the System.
3.6.2. Unless otherwise stated in paragraph 3.6.3 or if the 3.7.10 Services to diagnose malfunctions or inoperability of
Support Plan Options and Pricing Worksheet expressly provides the Software caused by changes, additions, enhancements, or
to the contrary, Seller will provide to Customer without additional modifications in the Customer's platform or in the Software.
license fees an available Supplemental or Standard Release after 3.7.11 Services to correct errors found to be caused by
receipt of a request from Customer, but Customer must pay for Customer-supplied data,machines,or operator failure.
any installation or other services and any necessary Equipment
or third party software provided by Seller in connection with such 3.7.12. Operational supplies, including but not limited to, printer
Supplemental or Standard Release. Any services will be paper,printer ribbons,toner,photographic paper,magnetic tapes
performed in accordance with a mutually agreed schedule. and any supplies in addition to that delivered with the System;
3.6.3 Seller will provide to Customer an available Product battery replacement for uninterruptible power supply(UPS);office
Release after receipt of a request from Customer, but Customer furniture including chairs or workstations.
must pay for all additional license fees, any installation or other 3.7.13. Third-party software unless specifically listed on the
services, and any necessary Equipment provided by Seller in Description of Covered Products.
connection with such Product Release. Any services will be 3.7.14. Support of any interface(s) beyond Seller-provided port
performed in accordance with a mutually agreed schedule. or cable, or any services that are necessary because third party
3.6.4. Seller does not warrant that a Release will meet hardware,software or supplies fail to conform to the specifications
Customer's particular requirement, operate in the combinations concerning the Products.
that Customer will select for use, be uninterrupted or error-free, 3.7.15. Services related to customer's failure to back up its data
be backward compatible, or that all errors will be corrected. Full or failure to use an UPS system to protect against power
compatibility of a Release with the capabilities and functions of interruptions.
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
SA 006960-000 Page 8 v 9.27.11
3.7.16. Any design consultation such as, but not limited to, Section 5. PRICING,PAYMENT AND TERMS
configuration analysis, consultation with Customer's third-party 5.1 Prices in United States dollars are shown in the
provider(s),and System analysis for modifications or Upgrades or Support Plan Options and Pricing Worksheet and are subject to
Updates which are not directly related to a Residual Error report. a 5%escalation fee for each subsequent support year. Unless
3.8. The Customer hereby agrees to: this exhibit expressly provides to the contrary,the price is
3.8.1. Maintain any and all electrical and physical environments payable annually in advance.Seller will provide to Customer an
in accordance with the System manufacturer's specifications. invoice,and Customer will make payments to Seller within
twenty(20)days after the date of each invoice. During the term
3.8.2. Provide standard industry precautions(e.g. back-up files) of this Agreement, Customer will make payments when due in
ensuring database security, per Seller's recommended backup the form of a check,cashier's check,or wire transfer drawn on a
procedures. United States financial institution.
3.8.3. Ensure System accessibility, which includes physical 5.2. Overdue invoices will bear simple interest at the rate of
access to buildings as well as remote electronic access. Remote ten percent (10%) per annum, unless such rate exceeds the
access can be stipulated and scheduled with customer; however, maximum allowed by law, in which case it will be reduced to the
remote access is required and will not be substituted with on-site maximum allowable rate.
visits if access is not allowed oravailable.
5.3 If Customer requests, Seller may provide services
3.8.4. Appoint one or more qualified employees to perform outside the scope of this Agreement or after the termination or
System Administration duties, including acting as a primary point expiration of this Agreement and Customer agrees to pay for
of contact to Seller's Customer Support organization for reporting those services. These terms and conditions and the prices in
and verifying problems, and performing System backup.At least effect at the time such services are rendered will apply to those
one member of the System Administrators group should have services.
completed Seller's End-User training and System Administrator
training (if available). The combined skills of this System 5.4 Price(s) are exclusive of any taxes, duties, export or
Administrators group should include proficiency with: the customs fees, including Value Added Tax or any other similar
Products,the system platform upon which the Products operate, assessments imposed upon Seller. If such charges are imposed
the operating system, database administration, network upon Seller, Customer shall reimburse Seller upon receipt of
capabilities such as backing up, updating, adding, and deleting proper documentation of such assessments.
System and user information, and the client, server and stand Section 6. LIMITATION OF LIABILITY
alone personal computer hardware. The System Administrator This limitation of liability provision shall apply
shall follow the Residual Error reporting process described herein notwithstanding any contrary provision in this Agreement.
and make all reasonable efforts to duplicate and verify problems Except for personal injury or death,Seller's(including any of
and assign a Severity Level according to definitions provided its affiliated companies) total liability arising from this
herein. Customer agrees to use reasonable efforts to ensure that Agreement will be limited to the direct damages recoverable
all problems are reported and verified by the System under law,but not to exceed the price of the maintenance and
Administrator before reporting them to Seller. Customer shall support services being provided for one(1) year under this
assist Seller in determining that errors are not the product of the Agreement.ALTHOUGH THE PARTIES ACKNOWLEDGE THE
operation of an external system, data links between system, or POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY
network administration issues. If a Severity Level 1 or 2 Residual AGREE THAT SELLER(INCLUDING ANY OF ITS AFFILIATED
Error occurs, any Customer representative may contact Seller's COMPANIES)WILL NOT BE LIABLE FOR ANY COMMERCIAL
Customer Support Center by telephone, but the System LOSS;INCONVENIENCE; LOSS OF USE,TIME,DATA,GOOD
Administrator must follow up with Seller's Customer Support as WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
soon as practical thereafter. SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
3.9. In performing repairs under this Agreement, Seller may DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
use parts that are not newly manufactured but which are THIS AGREEMENT, THE SALE OR USE OF THE SYSTEM,
warranted to be equivalent to new in performance. Parts replaced EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF
by Seller shall become Seller's property. SERVICES BY SELLER PURSUANT TO THIS AGREEMENT.
3.10Customer shall permit and cooperate with Seller so that This limitation of liability will survive the expiration or
Seller may periodically conduct audits of Customer's recordsand termination of this Agreement. No action for breach of this
operations pertinent to the Services, Products, and usage of Agreement or otherwise relating to the transactions
application and data base management software. If the results of contemplated by this Agreement may be brought more than
any such audit indicate that price has been understated, Seller one(1)year after the accrual of such cause of action,except
may correct the price and immediately invoice Customer for the for money due upon an open account.
difference (as well as any unpaid but owing license fees). Seller Section 7. DEFAULT/TERMINATION
will limit the number of audits to no more than one (1) per year 7.1. If IDEMIA breaches a material obligation under this
except Seller may conduct quarterly audits if a prior audit Agreement (unless Customer or a Force Majeure causes such
indicated the price had been understated. failure of performance), Customer may consider IDEMIA to be in
3.11.If Customer replaces, upgrades, or modifies equipment, or default. If Customer asserts a default, it will give IDEMIA written
replaces, upgrades, or modifies hardware or software that and detailed notice of the default. IDEMIA will have thirty (30)
interfaces with the covered Products, Seller will have the right to days thereafter either to dispute the assertion or provide a written
adjust the price for the Services to the appropriate current price plan to cure the default that is acceptable to Customer. If I DEMIA
for the new configuration. provides a cure plan, it will begin implementing the cure plan
3.12Customer shall agree not to attempt or apply any update(s), immediately after receipt of Customer's approval of the plan.
alteration(s), or change(s)to the database software without the 7.2. If Customer breaches a material obligation under this
prior approval of the Seller. Agreement (unless IDEMIA or a Force Majeure causes such
Section 4. RIGHT TO SUBCONTRACT AND ASSIGN failure of performance); if Customer breaches a material
Seller may assign its rights and obligations under thisAgreement obligation under the Software License Agreement that governs
and may subcontract any portion Seller's performance called the Software covered by this Agreement; or if Customer fails to
for by this Agreement. 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,
SA 006960-000 Page 9 v 9.27.11
IDEMIA may consider Customer to be in default. If IDEMIA oral, related to the services performed. Neither this Agreement
asserts a default, it will give Customer written and detailed notice nor the Exhibits may not be altered,amended,or modified except
of the default and Customer will have thirty(30)days thereafter to by a written agreement signed by authorized representatives of
(i)dispute the assertion, (ii)cure any monetary default(including both parties. Customer agrees to reference this Agreement on all
interest), or(iii) provide a written plan to cure the default that is purchase orders issued in furtherance of this Agreement. Neither
acceptable to IDEMIA. If Customer provides a cure plan, it will party will be bound by any terms contained in Customer's
begin implementing the cure plan immediately after receipt of purchase orders, acknowledgements, or other writings (even if
I DEMIA's approval of the plan. attached to this Agreement).
7.3. If a defaulting party fails to cure the default as provided 8.6. This Agreement will be governed by the laws of the
above in Sections 7.1 or 7.2, unless otherwise agreed in writing, United States to the extent that they apply and otherwise by the
the non-defaulting party may terminate any unfulfilled portion of laws of the State to which the Products are shipped if Licensee is
this Agreement and may pursue any legal or equitable remedies a sovereign government entity or the laws of the State of
available to it subject to the provisions of Section 6above. Delaware if Licensee is not a sovereign government entity.
7.4. Upon the expiration or earlier termination of this Section 9. CERTIFICATION DISCLAIMER
Agreement, Customer and Seller shall immediately deliver to the Seller specifically disclaims all certifications regarding the manner
other Party,as the disclosing Party,all Confidential Information of in which Seller conducts its business or performs its obligations
the other, including all copies thereof, which the other Party under this Agreement, unless such certifications have been
previously provided to it in furtherance of this Agreement. expressly accepted and signed by an authorized signatory of
Confidential Information shall include: (a) proprietary materials Seller.
and information regarding technical plans; (b) any and all other Section 10. COMPLIANCE WITH APPLICABLE LAWS
information, of whatever type and in whatever medium including
data, developments, trade secrets and improvements, that is The Parties shall at all times comply with all applicable
disclosed by Seller to Customer in connection with this regulations, licenses and orders of their respective countries
Agreement; (c) all geographic information system, address, relating to or in any way affecting this Agreement and the
telephone, or like records and data provided by Customer to performance by the Parties of this Agreement. Each Party, at its
Seller in connection with this Agreement that is required by law to own expense, shall obtain any approval or permit required in the
be held confidential. performance of its obligations. Neither Seller nor any of its
Section 8. GENERAL TERMS AND CONDITIONS employees is an agent or representative of Customer.
8.1. Notices required under this Agreement to be given by
one party to the other must be in writing and either delivered in Fiscal Funding Out. In the event no funds or insufficient funds are
person or sent to the address shown below by certified mail, appropriated by City in any fiscal period for any payments due
return receipt requested and postage prepaid(or by a recognized hereunder, City will notify Vendor of such occurrence and the
courier service),or by facsimile with correct answerback received, Agreement shall terminate on the last day of the fiscal period for
and shall be effective upon receipt which appropriations were received without penalty or expense to
the City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been
Customer: Fort Worth Police Department appropriated.
Attn: Lorraine L Lenoard
Right to Audit.Vendor agrees that City shall, until the expiration
505 W. Felix Street of three(3)years after final payment under the Agreement, have
Fort Worth,TX 76115 access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions
Phone:817-392-4695 relating to the Agreement. Vendor agrees that City shall have
access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate
Seller: Idemia Identity&Security USA LLC workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable
Attn: Maintenance Agreements advance notice of intended audits.
5515 East La Palma Avenue, Suite 100
Anaheim,CA 92807 IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly executed as of the day and year first written
Phone: (714)238-2000 Fax:(714)632-2158 above.
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 I DEMIA's prior written 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
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