HomeMy WebLinkAboutIDENTIX INC. 2 -2001
N-2001-195
C'
(1l.0';,;(Hd>\NL:\CRI<:F:tv!.7\T "": . "1'_" rF'
~. . I j !~ ,-,' -=- , I
\...,'.. "os . I' i l'-
TillS AGHFEMENT, made ;:c;d entered into this -.:...J- day of ~._.::,:":,,,/d"::,:__:_, 2001 by 62.-
8lid bctwcl-n Identix Incorporated, it Califo) nia cOljJoralion (i :;reinartcr "Consultant"), and tlie
CJly of S,lIJta Ana, 'I ch"rt",. city and mULlcipal corporation organifcll and existing under the
('"nstitution ancllaws ofllIe State ofCahfomia (hereinafter "City").
l-ECIJAL'i
A. The City desires to retain a eonsnltant having special skill and knowledge in the field of
juvenile live-scan systems.
B. Consultant represents that Consnltant is able and willing to provide such services to the
City.
C. In undertaking the performllllee of this Agreement, ConStdtant represents that it is
know ledgeablc in its field and that any selviccs pcrfon! led by Consnltant lmder tbis
Agreement will be performed in compliance witb ".ucb standards as may reasonably be
expected hom a professional cOll'ultiJlg firm in the fie];!.
NOW TIIEHEFOHE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform tbose services as set forth in Exhibit A to this Agreement.
2. COMI)ENSATION
a. City agrees to pay, and Consultant agrees to acccpt as total paymcnt for its services,
the rates and charges identified in Exhibit A & B. The total sum to be expended under this
Agreement, shall not exceed S 1 0,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work perfOImed, sllbject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
,200,);-unles5 tenuinated earlier in accordance with Section ]2, below. The tenu of
this 'Agreement 1;;ay be extended upon a writing executed by the Chief of Police and the City
Attorney.
.,. I;\;DFPETmr(NT' CONTRACTOR
Consultant shall, during the entire tCII11 of this Agl"Cel11cnt, be conctntcc! to be ai:
independent cont/:II:1Or and not an crnployee of Ute City. 'Ibis A,,:rcr:rrlcnt is not intended nOI
shall it be eonst/ued to create an ell1pi.)ycr-employcc rclationshlP, a toint venture !clationship, or
to a!low the City to exercise discretion 01 control over the prufessi..)I,almanller ill whieh
Consnltant perJelnns the services wh;, h arc the subject matter orthi" Agreemcnt; however, the
services to bc provided by Con;ultlil1 sklll hc provided in a milt1l\cr COllsistcnt with ;1\1
applicable standards 'llId regulations !'Ohllling such services. Consultant shall pay all salaries and
wages, employer's socia) secmily taxes, unemployment insurance ilnd similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undel1aking performance ofwark under this Agreement, Consultant shaIl
maintain and sh,1I1 require its subcontractors, if any, to obtain and maintain insurance ae;
described below:
a. Commacial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, cmployees, agents, volunteers and
representatives as additional insured(s) and shaIl include, but not be limited to protection against
claims arising from bodily and pcrsonal injury, including death rcsulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations m the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insurcd endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1 ,000,000 per occurrence, Such insurance shall include coverage for
owned, hired and non-owned automobiles.
e. Worker's Compcnsation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance ofthe work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architcct or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
2
c. The f()llowing requirelllents app::; to the in';urance to be provided by Consultant
pursuant to this s(>~tion:
(i) Consultant sh;tllllt;iintlin all im;urance required above ill fun force and
efiix:t fell' the enlil\' pcriud covered by this Agreement.
(ii) Celti/I'illcs of il,,;IU anee shall be Ill(Jlished to the City upon execl/tion of
this Agreement aud shall be approved in lorm by the City Attorney.
(iii) Certificate( and policies ;;hall stile that the poheies shall Imt be canceled
or reduced in coverage or changed in any other llwtcrial w<pcct without
thirty (30) days prior written notice to the City.
f If Consultant fails or refnses to produce or maintain the insurance required by tbis
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City sha1l have the ruJlt, at the City's election, to forthwith
teJlllinate this Agl"Cemcnt. Such lenllinatiolJ shall not effect Consultant's right to be paid for its
time and milterials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work pcrfonned prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its oflicers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations ofthe Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) hom any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason oftlic tcrms of or effects
arising from this Agceement. This indemnity and hold harmless agreoment applies to all claims
for damages, just compensation, resti tution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of tbe terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third palty challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or propelty rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any lcgal pmceeding.
7. CONFIDENTIALITY
If Consultant receives fmm the City infomlation which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such in[oilllation except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own infomlation of
,
J
like impolll!!ICc, but in no eV('!l11t CIS th<111 rcaso11?hlc care. "Conlidential Information" shall
include al! l10npublic infornliil:ill,. Con [identi:') in [clfImltion inclndes not only wriUcn
inConnativl, but also infol"llICltioll transferred ontlly, visnally, electronically, or by other means.
Confident)lll information di',,:losed to eitber paJ iy hy ;my subsidiary ilnd/or agent of the other
party is covered by this Agl'CTtllcnt. The [(lfcguing ohligations of non-use and nondisclosure
shall not apply to ;IIlY in[CJlilllilioll that (a) hm; Iwen disclosed in publicly availahlc sources; (b) is,
through no Janlt of the COJ),'iiJh,lnt disclosed in IJ publicly aV<lililblc source; (e) is in rightful
possession of the Consultall' without au obligafnn of confidentiality; (d) is required to be
disclosed by (lpcratiotl uflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agrecment.
9. NOnCE
Any notice, tender, demand, delivery, or other communication purSllant to this
Agreement shall be in writing and shall be deemed to be properly given ifdelivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702- 1 988
telefacsimile (714) 647-6956
With courtesy copies to:
Chief Of Police
City of Santa Ana
60 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, Califomia 92702
telefacsimile (714) 245-800 I
and,
4
City i\ttorllcy
City of S~lllta;\ II"
20 Civic Cellter Plaza (M-29)
P.O. Box! 9gg
Santa Ana, Califomia 92702
telelilesilllilc (7 Ii) 6'17-6') 15
To Con;.ultant:
Idcntix Incorporated
510 North Pastoria Avenue
Sunnyvalc, CA 94085
Attn: Customer Support Mallilgcr
A party may change its address by giving notice in writing to the other par1y. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have hecn given three (3) days after it has been
deposited in thc United States mail, duly registered or eertilic:d, with postage prepaid, and
addressed as set fonh above. If sent by telcfacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty, four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral Or written, between the parties. In
tile cvcnt ofa conflict between the tenns of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instmment signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the tenns and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmnch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
5
siJalll!c construed to limit the City's abiiity to have any of the services which are the subject to
this Agrccment pnformed by City personnel or by other consultant': retained by City.
12. TERV(lX\TICN
This Agn." ,nenlmay be terminated by the City upon Ihirly (30) days written nOlice of
termination. In sitch event, Consultant shOlll be entitled to receive and the City shall pay Consultant
compensation for all serviecs performed by COtlsultllI1t prior to receipt of such notice oftennination,
subjcct to the following conditions:
a. As a condition of such payment, the Executive Director lllay require Consultant to deliver
to the City all work product completed as of sllch date, and in slIch case slleh work prodllct slwll be
the property o[the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard ofperfcmnance
specified in the Recitals of this Agreement.
13. DISClHMfNATION
Consultant shall not di,' 'Timinate because of race, color, ereed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the rcemitment, selection, training, utilization, promotion, tennination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION _ VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforccment shall be government and construed in accordance with the laws ofthe State o[
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be deternlincd and governed by the laws of the State of California. Both parties further
agl'ee that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. I'ROFESSIONAL LICENSES
Consultant shall, throughout the tenn ofthis Agreement, maintain all necessary licenses,
permits; approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City o[ Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain sneh permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause [or ternlination o[this
Agreement.
6
16. l\lISCI.:LLANEOUS PHOVISlONS
a. Each undersigned represents 8nd warrants that its sign;lture hereinbelow has the power,
authority and right to bind their respective parties to each ofthe terlllS of this Agreement, and shal1
indemnify City ful1y, includinp. re"sonable costs and attorney's fees, for any injuries or damages to
City in the cvent that slIeh allti1C)! ily at' power is not, in Lrct, held by tile signatory or is withdrawn.
h. Al1 Exhibits referenced herein and attached hereto shall be incorparated as if nllly set
forth in the body of this Agreement.
IN W1TNESS WHEREOF, the parties hereta have executed this A.','Tecment the date and year
first abave written.
ATTEST:
CITY OF SANTA ANA
-h~.
PATRICIA E. HEALY
Clerk of the Council
/J. ~fJ1!
.Jfk ~~___._
,,-DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
Michael Vigliotta
Deputy City Attorney
!"" . r'
RECOMMENDED FOR APPROVAL:
11,c\
../ \. .+-..
CONSULTANT
Paul Walters
Chief ofPoliee
Employer ID # or Individual SS #
7
Idenl:l
L1VESCAN MAINTEN.f..NCE AGREEMENT QUOTATION
IJate 10/31 /t10
(Ouoted pI-ices valid 30 days)
';(ev level:
Quot;,:tion #:
1~)33P
Type of Service: L!~~1
'~ontract Term: 12 Months
Payment Terms:
NET 30
aill To:
S.::mta Ana Police Department
'30 Civic Center Drive (2nd Floor Mug Room)
Santa Ana. CA. 92702
,'\ttll: Kathy ChristensC'fl
Equipment Location:
Santa Ana Police Department
60 CivIc CEOnter Drive (2nd Floor Mug Room)
Santa Ana, CA 92702
Attn: Kathy Christcllsen
,QUIPMENT COVERED:
;tem Qtv Part# Description Price r-.Ext. Pric~
1 ~- TP-600NEC2N i..iveScan Finuerprinting Syst~rn wi E~ern?1 Cabinet $6,2/ii'OO $6,211[:2ii
2 1 l'P-617ro-'~ Ethernet l.AN Adapter - TCPIP Interconnect Kit 3131.00 3131.0C
3 1 TP.628N NFS Selvel' &Client foi Windows NT (used with TP-617PO) N/C $000
4 1 TF'-666 NA TMS Protocol Support wi WSQ Compre~sion _ NT $581.00 $581.00
5 1 TP-691 NECN Accu(~ap.ture Slap to Roll Comp;:-ll-ison $450.00 $450.00
6 1 TP-614/610 Dup.!ex Fingerprint Card Printer Station $2,24000 $2240.00
, 1 SO.OO
8 SO~OO
ANNUAL TOTAL
Less:
AGREEMENT TOTAL:
$9,62000
$9,620.00
?LEASE NOTE: Your present warranty will expire 1/18/01. If payment in full is received prior to this date no lapse of
ervice will OCCUL If payment (in FuJI or in pDrt) is received after the expiration date, your current maintenance contract wil! expire. A
Jew maintenance contract will take effect upon receipt of full payment to Identix unless otherwise agreed in writing by Identlx. You
agree that any service provided during the interrm will be billed at Time & MateriiJl rates, If YOllr maintenance contract has
',~xpired for more than 30 days there will be a $1500 charge per system evaluation for operational readiness prior to any
flew maintenance contract(s} or renewaJ(s}. Any replacement parts, labor and expenses incurred to repair the equipment
~o operational readiness are not covered by the evaluation charge and will require a separate purchase order prior
to the establishment of a new maintenance agreement.
f<evision Changes include:
;pecial Comments: Tax not included, please add if applicable or send payment with tax exemption certificate.
-~y signing below, you accept the attached Terms & Conditions. Please return this signed page wiHl your method of payment in
tile attached pre-paid, self-addressed envelope. Confirmation of your contract wilf be mailed to you under separate cover.
,\uthorized Signature
Quotation prepared by:
Harvey C. Winslow / Western Region
Phone #: (408) 731-2000 x 2020
:)rinted Name & Title
Jate
Enclosures: Maintenance Agreement Terms & Conditions
Purchase Order Waiver Form
Maintenance Scope of Work(s)
Time and Material Billing Rate
Identix Incorporated
510 North Pastoria Avenue
Sunnyvale, California 94085
Phone: 408.731.2000
fax: 408.739.3308
WoNw.identix.com
PUR DEC21 '00 Pi1 3:56
Agmt. Formv,3. 7-17-00
ldentix Premier Maintenance Scope of Work
L~!!l)JlO IJ
. Url1irnitcd telephone technic<11 support for h;:,rdwMe and software from the Identix TouchCaren, Support
Center (24 hours/? days per week) via our toll free number.
. TOllchCareT.\-{ SUPpOlt Center l\..1arwged problem escalation, as required, to ldcntix technic?l Support sta.ff to
resolve unique problems. This does not include support for Customer provided communications
networks. Any network service wiH be billed at published Time ,~I[d rdater-ial rates.
. Free software stand;:trd version upgrcHlcs. Idrntix will perform the upf.'yadcs and will schedule mutually agreed
times during normal working hours to provide this service. Standard version software is software that ldentix
releases to their contract customer ha:;e at no charge to correct the ori.l!,inal release and its' supported features.
. Telephone response to service calls will be made within one (1) hour from the time the service call was placed
~nd Help Desk Support will attempt issue resolution prior to Customer Support Engineer dispatch.
On site maintenunce coverage seven diiyS, 2t1 hours (including Holidays) On site response by an ldentix
Customer Support Engineer will occur within four (4) hours of Customer Support Engineer dispatch in a 100
mile radius of an 3tlthorized Jdcmix service location. (8 hours for remote customers), all On a "best efforts,".
basis.
-Bl~st ElTon" basis provides reasonable response subject to delays, such as extreme traffic conditions, acts of God.
weather, air travel postponements and other delays that may occur that are out of the control of the responding agent.
2._f[lx!'~ Identi" will furnish all parts, boards, and components necessary for the service and
maintenance of equipment covered by this agreement. Defective parts replaced by Identi" during the
performance of maintenance shall become the property of Identix. Consumable parts (e.g. platens,
toner cartridges, charge rollers, etc.) will be replaced at the customer expense and are not
included in this agreement.
3, Access to E9.!!lr!ment. [dentix Customer Support Engineer will be provided with full and free access
to the equipment and a safe environment in which to work.
4. Maintenan~.e Service.
Maintenance services covered by this agreement do not include maintenance, repair. or replacement of
defective parts resulting from environmental conditions, acts of God, accident, neglect, operator or other
misuse. or negligence. Upon request, !dcntix may agree to perform such excluded services in accordance
\vith its current rates for time. travel. mileage, expenses and replacement materials. Other services outside
the SCQQC of work as defined above reQuire a purchase order before commencin'2 work per Identix
Maintenance A2:reement Terms and Conditions Section 1I (8).
5. Printer Coverae:e. Identix will ensure the proper performance and operation of system printers
covered by an ongoing, contiguous Maintenance Agreement. System printers not on a current maintenance
contract (expired over 30 days) may be denied coverage due to lack of repair parts or end~of-life
determination by the manufacturer.
6. Defaults and Limitation of Liability. Either party shaH be in default under this agreement if it
fails to perform any of its obligations hereunder, and such failure remains uncured for a period of 30 days
l1.ttcr written notice from the othe& party. The entire Identix liability for damages concerning performance or
nonperformance by ldentix of the Agreement regardless of whether the claim for such damages is based in
contract or in tort, shall not exceed the value of the agreement.
CSf-'I~lnlcr vcr. 2...\. Jun.: 7. 21J00
lofl
/.
1 DENTL'l2~La i n t\~l2..a..!lcJ~..AJ!reement T ~.rill...1..!l!L.C;: oillEtiQ!!J.
I.
GENERAL SCOPE CQV[HAGE
SL:blect to payment elf the Annual
Mil:r;\enance Fee~; set forth 00 Mairitenanc...
~~;I"','il.L!;.J~L_Q\!S'i: ti9.0. documerl\ hueto,
1(]Hltix, or Its CluthorlzOO agents or
slIlx.:ontractols, shall provide Itle sy~tem
maintenance services set forth on ld~nlix
Maintenance Agreement Terms ~f\Q..
CerClgiUQQ.;?, (the "S(jrvice").
lV.
att;lchmcnts or componcnli In :J.ddilion to
:.enice t~lIs made at the in,tallo.lion Jddrc;;.s. the
Cuslom<:r may requcsllcchnic:l.l suppon frClfll the
TO~lChcJ.rcT7of Support Center by CilHirl!', 1888-
H,LLP-IDX
Rl;:PAJR AND REPLACEMENT OF PA-",lS
A:t rafts ncc<;.>,,-s,vy to the operdtion of the
Sy~;tem. 'Nith the e:~v>~'ption of the P81ls li!;.ted
in S')~.1ion II (C) ;:~tx)Ve, and Sl!bje<.:t to the
gl"ncral scope of uYverage. will be furnished
free of charg~ during a sclVice call incJlIded
in the rnaintenance service provided by this
Aqreerncnt. All p.<'1rts will be furnished on an
exchange basis and will be new slandard
parts or parts of equal quality. All parts
removed for replacemC!nt oocome the
property or ldentix.
This Agreement shall become effective upon receipt by
ldentix of tria Annual Maintenance Fee
provided on the Maintenance Ant~'{:~
Q\,l.2!<:l\l9...!! document and shall continue for
one (l) full year from !he expiralion dale
SIIC,.,..11 on the maintenance agreement
quot~'lion (unles.s otherwise notod). In
addition to an)' other tights un<Jer this
Agreement, either party may terminate this
Agn..'emenl atHny time by giving thirty (30)
days prior 'Mitten notice to lhe other party,
and the unus(~ portion of the mainter"lance
'Hill be rdunded (except as otherwise noted).
II.
EXCEPTION TO COVERAGE
A Oam<Jge to the System 0( its parts arising
Ollt of misuse, abuse, negligeoc..e,
attachment of unauthorized components
(including software), or accessories or parts,
use cf sub-standard supplies. 0( other
causes b€yond Identix controi are not
covered and may subject CUl>t-:Jmer to a
surcharge or to cancellation of tl16
Agreement. In addition. Id{;f1tix may
terminate this Agreement in the event tile
System is mOdi.'ied, damaged. (lUCiOO. ()(
serVKed by personnel other lhan th{)~,e
employedlC(X'\tracted by ldentix, ()( if parts,
accessories, or components noi auth<xi'l'.ed
by Idcntix are fitted to the System.
!L~1......QQI...2L.Sg>~~[!20;:2..~l~ __QsJ~
~_fl_@)_rr!QCl.1lJ'.!D.9-fu;lvi~__l&\(G!.,$i6>.P"i",....2L
'!'!..Q!~...!.~L~~~......2.1!..r.';:.!~a_~LQru('c..._priS?L.JQ...
cornrr,encement of work
~=h1,i:1.,Jix h~~Q-ot;i;a~-tipn tq._[7-1~nl Q1!1.2!..
~J_~ervice~L":0thoU1 a PHrstl,l.c'.~Yii!:L.
~L_~.ot.wiUllliUQjng..Jb.!L f~.,<;:q'2JDg,-JL.iL
~sj~~Y to customeL....Jf!.Q!'11l~__ .,.,.;JL~
~1t)Q!!i_~,1~LQ[{;!e_u.,JQQ(!_ii.Q~!J.!5LQL
PlJr0_~~~L_Ili.ill..\~gL_Lo\;_,'____(~
attac;h~gL":Yhict!._"'~JL,_ oblig_<ili;..~r.:.V.'JtQfD~QL
Q..Ol_~llD.J1!tlQ.C~g!\y;;es s;;;ndgn;,\!....
C The Services pruvided herclIIl(1er do not
includC'--...Q!:evcntlve rnail1ten.~.!\,::.~ (cleaning
cf printer etc.) or replacement of the
fOllowing consumable Items:
Pra:ens
Tor.er Cartfldges
Charge Rellers
Floppy Disks
o The SerYlces provided hereunder do not
Include any services to repair damage 10 Ihe
System occurring as a resuit of Customer
atuse or improper Use.
E Any equipment not registered under this
agreement at time or purchase will be
required to have a pre-maintenance
inspection before it WlII be accepted under
tillS Agreement. This inspection 'Hill also be
requrred if the current Agreement has expired
by more than thIrty (30) days. This
IClspection will be billed at the nat rate of
$ t 500 per system plus parts (if any requited).
F Any unauthori~ modification of the
Sys!em by the Customer will vWd the lenns
of thiS Agreement with no rebate.
V.
VI.
CHARGES
The initial fee fO( maintenance under this
Agreement sN\11 be the amount set forth as
the Annual Maintenance Fee in the
Maintenance Q\J.Qt~.lion Aareement
document. ihe Annual Maintenance Fees
with respect to any reneWi'l1 term ......;f! be the
ctvlrge in effect at n,e time of rene'Nal
Customer agrees to pay the total of all
Chdrges. for maintenance during the initial
leln1 and any renev.ral term within 30 ddYS of
the date of Identix invoice for such dlarges.
Customer understands that allerations,
at1achments. spec.rftcation change<;. or use of
sub-stMdard supplies that cause excessive
serYlce calls. may require an increase in
maintenance fees or a termination of !his
Agreement at the election of Identix, and
Customer agrees to pay such c.'1~rges
promptly when due.
III.
Sc;RVICE CALLS
Service calls under this Agreement 'Nil! be
made at the installation address on
Maintenance Aqreement Quotation
dOcument or as otherMse agreed to in
'-t{(',tmg Ictentix service personnel (or those
Conlracte-d by Idenlix) will not hal'ldle,
disconnect or repair unauthOlized
VII.
8REACH OR DEFAULT
If Customer does not promptly pay cha.rges
for mcllntenance or parts as provided
hereunder <Nt1en due:
A. ldentix may refuse to service System
8, Identix may provide service at current 'non
contracVper call" rates on a COO basis.
Customer agrees to pay ldenlix costs and
expenses of collection including the
Tll3.Xlmum attomey's fee pennilted by law
(Said fee not to exceed 25% of the amount
due hereunder).
Identix equipmenl is designee! to give
excellent pe1'f0fTT13I1Ce v..11en used and
m<1inlained in a proper manner. If the
Customer abuses the System in such a way
as fa cause abnormally frequent service calls
or service prOblems, then Identix may. at its
option, assess a surcharge or terminate this
CS ~hmlT o;:rms \/er =': I
June 1, ~IJOU
IDENTIX Maintena,[l.12t Ae-retMent Term! and Conditio.!!!
A'~reemc:nt. In this event, the CU~I("ner wiU, at
Il~ option of kkntix, be Olft<ied sefVice 00 a
.pcr call" b<ls.i':. at the then C;I)ITent rates.
Viti. NO WARfW...li Y
Other than lhf. ObI>galiofis set ruth herein.
ldentix dl';'::';ajr.\s all warrantie-'.:,. express or
implied, and I"".tix stnll not be responsible
(Of dirt':d, ir!('idental, or consequential
damagl:". indtx!ing bU/ no! limltE.'d 10
d:m'lagL'. arising out of the perform..\flCe of
the Sy~!ern or the loss of its use by
Customer.
IX. MISCELLANEOUS
TIljS AfjlP.Cment shall be gOYerned by and
constl1Jed according to the laws Of the State
of CalifO(flj", appIi('.able to agreements v.tloIly
negotiated, e>::ec>Jted, and performed in the
State of CaJifomia. rhis constituteS' the
entire <!9reement bet'M:en the rarties atl(I
may not be modified except in writing signed
by duly authorized officers of Ideotlx and the
Customer. This Agreement may not 00
assjgned by Customer to any thirn party
'oYithout the prior 'Nlitten consent of IdenUx..
.
CS MainlTc:rms vc:r 2.1
J\Jnc: 7, 2000
lDENTlX PURCHASE ORDER WAIVER FORM
FOR
lIME ANDJ0'\:rER,IALS.1HLLABLE STiR VICE
Date:
SR#
PRIOR TO RECEIVING SERVICE TIllS FORM MUST BE FAXED TO:
408-731-2170
This form confirms that the Accounts Payable Department at
(name of customer)
does not require a hard copy purchase order or a purchase order number to process payment for
this Identix Time and Material invoice.
Accordingly, this letter authorizes Identix to bill for parts and labor associated with services
rendered per Identix Maintenance Agreement Terms and Conditions Section II, B, a, b, c and D.
Information contained on the invoice will be sufficient to secure prompt payment of all invoices
in accordance with the authorized signature on this waiver form.
Signature
Date
Printed Name and Title
-.
Organization
.
Bill To Address: