Ordinance No. 8,280ORDINANCE NO. 8280
980514 -13
• AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AN AGREEMENT
FOR MAINTENANCE SERVICES FOR AN AUTOMATED FINGERPRINTING
IDENTIFICATION SYSTEM WITH PRINTRAK INTERNATIONAL INCORPORATED;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF SIX THOUSAND SIX
HUNDRED FORTY AND NO /100 DOLLARS ($6,640.00); MAKING OTHER PROVISIONS
RELATED THERETO AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
***************************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City
Manager of the City of Baytown to execute an Agreement for Maintenance Services for an automated fingerprinting
identification system with Printrak International Incorporated. A copy of said Agreement is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council hereby authorizes payment to Printrak International Incorporated of the
sum of SIX THOUSAND SIX HUNDRED FORTY AND NO /100 DOLLARS ($6,640.00) for the maintenance of the
automated fingerprinting identification system.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated §252.048, the
City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in
costs of FIFTEEN THOUSAND AND NO/ 100 DOLLARS ($15,000.00) or less, provided that the original contract
price may not be increased by more than twenty-five percent (25 %) or decreased by more than twenty-five percent
(25 %) without the consent of the contractor to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the City Council
of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this
the 14th day of May, 1998.
A'j,rx, C'.
PETE C. ALFARO, Mayor
ATTEST:
EILE.EN P. HALL, City Clerk
APPROVED AS TO FORM:
JOKACIO RAMIREZ, SAelty Attorney
c: kih851 Counc MOM inances\ AutomatedFingerprintingidSystem .Ordinance
MAINTENANCE AGREEMENT
TERMS AND CONDITIONS
This agreement (hereinafter "Agreement") is entered into as of the 1 st day of June, 1998, by and
between PwNTRAK INYERNAnoHAL INc., with offices located at 1250 North Tustin Avenue,
Anaheim, Califomia 92807 USA (hereinafter " Pdntrak') and City of Baytown, Attention: Baytown
Police Department, with a current location at 3200 North Main Street, Baytown,Texas 77521
(hereinafter "Customer) hereinafter referred to collectively as the "Parties' and singularly as a
"Party'.
WHEREAS, Printrak has developed and owns the rights to an automated fingerprinting identifi-
cation system ( "AFIS ") consisting of hardware and software components and is engaged in the
business of providing various maintenance services on said hardware and said software among
other things.
WHEREAS, Customer desires to engage Printrak to maintain its hardware and software
components pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants
contained herein; and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged. Customer and P6ntrak hereby agree as follows:
1. Definitions of Terms
1.1 "Agreement' means this Maintenance Agreement of Tenns and Conditions, Plan
Description, Pricing and Option Worksheet, exhibits, schedules, and any other mutually
agreed to written and executed modification or amendment.
1.2 "System' means any and all components whether hardware or software and further
described in Exhibit C.
1.3 "Maintenance Service' means any and all associated services in whatever form as
listed in Exhibit A.
1.4 "Preventive Maintenance' means the inspection, cleaning, lubrication and/or
adjustment of the System's components as may be required in Printrak's discretion.
1.5 "Remedial Maintenance" means any and all support, including parts and labor in
order to restore the System, or parts thereof, to its full and complete operation.
1.6 "Principal Period of Maintenance ( "PPM') means the generally accepted business
hours of 8:00 a.m. until 5:00 p.m. Monday through Friday, excluding holidays.
1.7 'Call Back Response' means that certain time period in which Printrak will respond
to Customer's support request by telephone.
1.8 'On Site Response' means that certain time period which Printrak will respond to
Customer's support request at its premises.
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® 1.9 "Plan Description' means the base maintenance plan (e.g., Platinum, Gold, Silver, or
Bronze) selected by Customer, as provided for in Exhibit A and attached hereto.
1.10 "Pricing and Option Worksheet" means the selected options to the base mainte-
nance plan and corresponding prices as provided in Exhibit B attached hereto.
1.11 "Authorized Support Contacts" means Customer's selected representatives
authorized to access Printrak's Support Center.
1.12 "Support Center" means Printrak's Help Desk_
1.13 "Central Site" means the Customer's primary data processing facility.
1.14 "Remote Site" means any site outside a 50 mile radius of Customer's Central Site.
1.15 "Confidential Information° means @ proprietary materials and information regarding
technical plans; and (ii) any and all other information, of whatever type and in whatever
medium (including data, developments, trade secrets, and improvements), that is dis-
closed in any form whatsoever by Printrak to Customer.
2. Quality Assurance. Printrak agrees to provide to Customer, and Customer agrees to
accept from Printrak, all Maintenance Service in accordance with all terms and conditions of this
Agreement and the attachments listed herein, all of which are incorporated and made part of this
Agreement.
3. Reservation of Printrak's Rights. This Agreement does not grant any right or license,
under any rights of Printrak or otherwise, except as expressly provided herein, and no other
right or license is implied or inferred from any provision of this Agreement or the conduct of the
Parties hereunder.
4. Cost, Payment and Terms.
4.1 Cost. The price for Maintenance Service hereunder shall be determined by
Printrak and provided to Customer herein. Price shall be stated in United States
Dollars (US$) and will not exceed 5% per year or the rate as published by the US
Consumer Price Index, whichever is lower. Printrak will provide written notice to.
the Customer any price change within a minimum of thirty (30) days prior to the
completion of the contract term.
4.2 Orders. Customer shall issue to Printrak written authorization (e.g., purchase
order) in accordance with the provisions herein and such order shall reference
this Agreement. Customer shall have no right to cancel or reschedule any
Maintenance Service or portion thereof for any part of or all of the maintenance
unless the Parties shall first have reached a mutual agreement as to Customer's
financial liability with respect to any desired cancellation or rescheduling of any
such authorization.
4.3 Payment Terms. As payment for the Maintenance Service to be performed by
Printrak, Customer agrees that:
"NTEwXwGE rac SOM7 2
® a) AJI payments shall be remitted in the specified manner and at the specified
times listed on Schedule 1 attached hereto and made part of this Agreement_
b) Any and all remittances shall be due and payable no later than forty -six (46)
days after the date of Printrak's invoice and shall be made payable to Printrak
International Inc. in the form of a check or wire transfer drawn on a United
States financial institution. Any payment not received by Printrak within forty -
six (46) days from the date of invoice shall be charged an additional 1 % of the
invoice amount.
c) Price quoted shall be exclusive of any taxes, duties, export or customs fees,
or any other similar assessments imposed upon Printrak arising out of or from
the Work. In the event any such charges are imposed, Customer shall
reimburse Printrak upon its receipt of proper documentation of such
assessment and payment terms and conditions contained in this section 4
shall apply.
d) In order to insure timely payment Printrak may require Customer to provide a
suitable letter of credit or, in the case of govemment entities, proof of fiscal
funding conceming the ability to make any such payments. Further,
Customer shall be additionally liable for all of Printrak's costs and expenses of
collection, including, without limitation, reasonable fees for attorneys
(including but not limited to paraprofessional fees and related expenses) and
court costs. Notwithstanding the foregoing, the specified rate of interest, set
forth in this section C above, shall not excuse or be construed as a waiver of
Customer's obligation to timely provide any and all payments owed Printrak.
e) In the event Customer is a government entity and fiscal funding is not
appropriated as Customer anticipates, this Agreement shall become null and
void as of date notice of nonappropriation is mailed by Customer.
f) On any extension or renewal of this Agreement, which will be communicated
to the Customer no later than ninety (90) days prior to completion of the
contract term, price increases will not exceed 5% or the rate as published by
the United States Consumer Price Index, whichever is lower.
5. Maintenance Service and Support Maintenance Services and Support will be pro-
vided as set forth in Exhibit A attached hereto. Printrak shall be notified of any
operational defects immediately and in accordance with instructions provided to
Customer. However, under no circumstances shall Printrak be held accountable for the
operation and/or functionality of Customer's personal property, equipment, and /or
peripherals whether or not installed by Printrak. Further, unless explicitly stated to the
contrary, the following Services shall be excluded under this Agreement:
A. Any service work required for full and operational ,status which Printrak is not
otherwise contractually obligated to provide including but not limited to Customer's
personal property:
P"NTENA/MCE Tac QC"7 3
® B. All oral service requests by Customer's representative shall be considered valid and,
as such, govemed by this Agreement. Any service work performed by Printrak outside
the PPM shall be billed at the hourly rates set forth in Exhibit A with a minimum of two (2)
hours billed per service call- Payments shall be made in accordance with Section 4
herein above.
C. Part(s) repair or replacement resulting from, in Pdntrak's sole discretion, failure of the
Customer's facilities, Customer's personal property and/or devices connected to the
System (or interconnected to devises) whether or not such is installed by Pdntrak's
representatives or otherwise tampering by any person(s) and/or failures of System due
to extraordinary uses. Further, an inspection of any failed or defective hardware or
software indicating such defect, in Printrak's discretion, was caused by abuse, impro{ -per
use, or improper maintenance, or alteration other than by Printrak or its designee shall
be invoiced to Customer at its repair or replacement cost(s) plus a fifteen percent (15 %)
administrative fee. Payments shall be made in accordance with Section 4 herein above.
D. Removal, relocation, and/or reinstallation -of System or any component thereof;
E. Diagnosis time directly related to unauthorized components and/or supplies or to be
caused by misuse of System, whether intentional or not.
F. Operational supplies, including but not limited to, printer paper, printer ribbons, toner,
photographic paper, magnetic tapes and any supplies in addition to that de'ivered with
the System.
G. Any accessory, attachment, or component owned by Customer whether or not
installed by Printrak.
H. In the event Printrak hardware must be replaced, it shall become the property of
Printrak.
6. Customer Representations.
6.1 Designate qualified and dedicated users/system manager trainees as further
defined in Exhibit D attached hereto;
6.2 Ensure System accessibility in accordance with a mutually agreed to schedule;
6.3 Provide, at no charge, a suitably fumished work area, including but not limited to
modem access, equipment, and spare parts holding area as may be required by
Printrak;
6.4 Provide such facilities and all utilities reasonably close to the System such as are
reasonably necessary to enable Printrak to perform the Maintenance Service;
® 6.5 Maintain any and all electrical and physical environments in accordance with
System specificstions;
"uu+Mvj"cE TLC WM7 4
® 6.6 Provide standard industry precautions (e.g., back -up files) ensuring database
security; and
6.7 Provide a qualified, competent and dedicated System Administrator to perform
all functions outlined in Printrak's documentation.
7. System Testing and Acceptance. Upon its completion, Maintenance Service and /or
repair will be demonstrated by Printrak or its designated representative and Customer shall
attest to the operational status of the System.
B_ Training. Printrak will provide training as specified in Exhibits A and B. Printrak will take
all measures, on par with the highest industry standards, to provide such training to Customer
as is reasonable. At a time mutually acceptable by the Parties, any training not providedfor as
part of this Agreement will be made available to Customer at Printrak's then published prices.
9. Representations.
9.1 Representations of Printrak. Printrak represents solely for the benefit of Customer,
that Printrak has the right, power and authority to enter into this Agreement and to fully
perform its obligations hereunder.
9.2 Representations of Customer. Customer represents that: (i) Customer has the
right, power and authority to enter into this Agreement and to fully perform its obligations
hereunder, (ii) the making of this Agreement by Customer does not violate any separate
agreement, rights or obligations existing between Customer and any other person or
entity, and throughout the term of this Agreement, Customer shall not enter into a
separate agreement with any person or entity that is inconsistent with any of the
provisions of this Agreement; and (iii) Customer's policies and practices with respect to
the System shall in no manner reflect adversely upon the good name, reputation and/or
goodwill or Printrak.
9.3 Both Parties Represen #. The apparent silence or inadvertent omission of specifica-
tions as to any detail, or a detailed description, concerning any point shall be regarded
and interpreted as expressing that an ethical commercial practice shall prevail and that
only material and workmanship of the finest quality are to be used. All interpretations of
specifications shall be made on the basis of this statement. Any and all items provided
for under this Agreement shall be new, unused, in production, and offered for commer-
cial trade.
Notwithstanding the above paragraphs, any details, having a material impact upon
Maintenance Service, which, if provided subsequent to execution of this Agreement, and
require additional effort or equipment shall be excluded from the requirement to be
supplied based on specifications as written. Under no circumstances shall Printrak
assume any responsibility for specifications omitted from Customer's specifications.
10. Indemnification by Customer.
is 10.1 To the extent allowed b law, Customer Y me shall indemnify and hold Printrak's
directors, officers and employees harmless from and against any and all claims, losses,
hwNTENMACE rac &0"7 5
® liabilities, damages, expenses and costs, including, without limitation, reasonable
attorneys' fees (also including paraprofessional and expert witness fees) and including
all costs incurred in the settlement or avoidance of any such claim which would result
from or are in connection with (i) a breach of any of the representations or warranties
provided by Customer herein, or (ii) any claims of or in connection with any bodily injury
(including death) or property damage, by whomsoever such claim is made, arising out of,
in whole or in part, the maintenance - and /or use of any component, unless due to the
intentional negligence of Printrak in its performance of the specific duties contained
herein. If Printrak is joined as a Party to any lawsuit initiated by or against Customer.
Customer shall indemnify and hold Printrak harmless from and against all claims, losses,
liabilities, damages, expenses and costs, including, without limitation reasonable fees for
attomeys (including paraprofessional and expert witness) and court costs, incurred in
connection with any such lawsuit. Printrak shall not agree to the settlement of any such
claim, action or proceeding without the prior written consent of Customer.
10.2 Limitation of Printra_k's Liability. IN NO EVENT SHALL PRINTRAK OR ITS
AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
HELD RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY PRIN-
TRAK, THE MAINTENANCE OF THE SYSTEM, AND THE USE OF THE SYSTEM BY
PURCHASER OR ANY END -USER, WHETHER UNDER THEORY OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), INDEMNIFY, PRODUCT LIABILITY OR OTHER-
WISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PRINTRAK, NOR
ANY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSI-
BILITY OR LIABILITY, OF ANY KIND TO PURCHASER OR TO ANY THIRD PARTIES
WITH RESPECT TO THE QUALITY AND /OR PERFORMANCE OF ANY PORTION OF
THE PRINTRAK MATERIALS OR SYSTEM, INCLUDING WITHOUT LIMITATION, THE
OPERATION OR PERFORMANCE OF ANY OF THE SYSTEM COMPONENTS.
11. Term and Termination.
11.1 Effective Date. This Agreement shall not be binding upon the Parties until it has
been executed by or on behalf of each Party, in which event it shall be effective as of the
date first written above (the "Effective Date'). Unless sooner terminated in accordance
with provisions hereof, the initial term of this Agreement shall be one (1) year from the
Effective Date.
11.2 Termination. 'Printrak shall have the right to terminate this Agreement immedi-
ately, by providing written notice of such election to Customer, upon the occurrence of
any of the following events or circumstances: 0 if Customer breaches any of its material
obligations provided for in this Agreement and such breach is not corrected or cured
within thirty (30) days after receipt of written notice of such breach; or (ii) Customer's
failure to pay, or a statement that it is unable to pay any amount due hereunder, or' is
unable to pay its debts generally as they shall become due: or (ill) or Customers
•acquiesce to, intention to acquiesce to, or failure to have dismissed within ninety (90)
days, any petition filed against it in any involuntary case under any such bankruptcy law.
MQ rEwv+ncf rac SIOSM 6
12. Effect of Termination or Expiration.
® 12.1 Reversion of Rights- In the event this Agreement is
� terminated by Printrak as a
result of any breach or default by Customer, any rights or licenses granted to Customer
shall immediately revert to Printrak.
12.2 Return of Confidential Information. Upon the expiration or earlier termination of
this Agreement, Customer and Printrak shall immediately deliver to the other Party, as
the disclosing Party, all Confidential Information of the other, including any and all copies
thereof, which the other Party previously provided to it in furtherance of this Agreement.
12.3 Renewal or Extension of Agreement. Printrak shall be under no obligation to
renew or extend this Agreement notwithstanding any action(s) taken by either of the
Parties prior to the expiration of this Agreement. Upon the expiration of this Agreement
neither Party shall be liable to the other for any damages (whether direct, consequential,
or incidental, and including, without limitation, any expenditures, loss of profits, or pro-
spective profits) sustained or arising out of or alleged to have been sustained or to have
arisen out of such expiration. However, the expiration of this Agreement shall not
excuse either Party from any obligations surviving the expiration of this Agreement, and
full legal and equitable remedies shall remain available for any breach or threatened
breach of this Agreement or any obligations arising therefrom.
12.4 Termination Wrthout Prejudice. The expiration or sooner termination of this
Agreement in accordance with the provisions of Section 11 above, shall be without
prejudice to any rights or remedies which one Party may have against the other.
13. Notices. Any notice or written communications required or desired to be sent to either of
the Parties shall be in writing and shall be sent by certified or registered prepaid US mail
(return receipt requested), or sent by a recognized intemational courier service (e.g.,
Federal Express, DHL), facsimile, with charges prepaid and subject to a confirmation
letter sent via registered or certified mail, return receipt requested. The address for all
notices or other communications required to be sent to Printrak or Customer, respec-
tively shall be the mailing address so stated below or such other address as may be
provided by written notice. Any such notice shall be effective upon the date of receipt. "
If to Printrak: PRINTRAK INTERNATIONAL INC.
1250 N. Tustin Ave.
Anaheim, CA 92807 USA
Attention: Contract Administration
Facsimile: 714/238-2001
With a copy to: Attention: Director, Customer Support
Facsimile: 714/666-2141
If to Customer. Baytown Police Department and City of Baytown
3200 North Main Street 2401 Market Street
Baytown, TX 77521 Baytown, TX 77520
® Attention: Lt. Jackie Erikson Attention: Ignacio Ramirez
Facsimile: 2811427 -5037 FAX: 281/420 -6586
iWUNTEN-AZE T&C 20MV7
7
® 14. Force Majeure. Neither Printrak nor Customer shall be liable for any loss of damage or
be deemed to be in breach of this Agreement if its failure to perform or failure to cure any
of its obligations under this Agreement results from any event or circumstance beyond its
reasonable control, including, without limitation, any natural disaster, fire, flood earth-
quake, or other Act of God; shortage of equipment, materials, supplies, or transportation
facilities, strike or other industrial dispute, war or rebellion, or compliance with any law,
regulation, or order (whether valid or invalid) of any governmental body, other than an
order, requirement, or instruction arising out of Customer's violation of any applicable law
or regulation; provided, however, that the Party interfered with provides the other Party
written notice thereof promptly, and in any event, within fifteen (15) working days of dis-
covery of any such Force Majeure condition. If notice of the existence of any Force
Majeure condition is provided within such period, the time for performance or cure shall
be extended for a period equal to the duration of the Force Majeure event or circum-
stance described in such notice, except that any such cause shall not excuse the pay-
ment of any sums owed to Pdntrak prior to, during, or after any such Force Majeure
condition.
15. Compliance with Applicable Laws. The Parties shall at all times comply with all appli-
cable regulations and orders of their respective countries and all conventions and trea-
ties to which their countries are a Party or relating to or in any way affecting this Agree-
ment and the performance by the Parties of this Agreement. Each Party, at its own
expense, shall negotiate and obtain any approval, or permit required in the performance
of its obligations, and shall declare, record or take such steps to render this Agreement
binding, including, without limitation, the recording of this Agreement if required.
16. Governing Law, This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Texas, USA excluding that body of law related to choice of
laws. Any action or proceeding brought to enforce the terms of this Agreement or to
adjudicate any dispute arising hereunder shall be brought in the courts of the State of
Texas. Each of the Parties hereby submits itself to the exclusive jurisdiction and venue
of such courts for purposes of any such action and agrees that any service of process
may be effected by delivery of the summons in the manner provided in the delivery of
notices set for hereinabove.
17. Severability. In the event that any provision of this Agreement (or portion thereof) is
determined by a court of competent jurisdiction to be invalid or otherwise unenforceable,
such provision (or part thereof) shall be enforced to the extent possible consistent within
the stated intention of the Parties, or if incapable of such enforcement, shall be deemed
to be deleted from this Agreement, while the remainder of this Agreement shall continue
in full force and remain in effect according to its stated terms and conditions.
18. Waiver. No failure or delay by either Party in exercising any right, power, or remedy
under this Agreement shall operate as a waiver of any such right, power or remedy. No
waiver of any provision of this Agreement shall be effective unless in writing and signed
by the Party against whom such waiver is sought to be enforced. Any waiver by either
Party of any provision of this Agreement shall not be construed as a waiver of any other
provision of this Agreement, nor shall such waiver operate as or be construed as a
waiver of such provision respecting any future event or circumstance.
"NTENAMACE TAC &%W 8
® 19. Entire Agreement. This Agreement (together with all attachments hereto) constitutes
the entire agreement between Printrak and Customer and supersedes all prior or
contemporaneous agreements, proposals, understandings, and communications
between the Parties, whether oral or written, with respect to the subject matter hereof.
20. Construction. This Agreement shall be fairly interpreted in accordance with its terms
and conditions and without any strict construction in favor of or against either one of the
Parties.
•
IN WITNESS WHEREOF, the Parties have caused this Terms and Conditions Agreement to be
duly executed as of the day and year first written above.
NOT AN AGREEMENT UNTIL SIGNED BY BOTH PARTIES.
Printrak International Inc.
In
Print:
Title:
Date:
Customer
By:
Print:
Title:
Date:
WuN EWWACE TSC 2447 9
• Exhibit A
Silver Base Plan Description
This Exhibit A describes the base maintenance services covered under Printrak's Silver
Base Plan and is incorporated as part of Printrak's Maintenance Agreement ( "Agreement ")
attached hereto and made part of the Agreement by reference. Any modifications to the terms
and conditions stated in this Exhibit A are identified in Exhibit B, Pricing and Options.
1. RESPONSE TIME AND COVERAGE
1.1 Telephone technical support will be provided by Printrak's Support Center twenty -four
(24) hours per day, seven (7) days per week.
1.2 Printrak will provide Call -back Response within a maximum of four (4) hours from the
time a support request is initiated.
1.3 P6ntrak will provide On -site Response within a maximum of twenty -four (24) hours from
the time a support request is initiated.
1.4 1.3 After PPM the following charges shall apply:
1.3.1 Workday: $160 per hour (2 hour minimum);
1.3.2 Weekend and Holiday: $240 per hour (2 hour minimum):
1.3.3 Travel Expense: In addition to the above hourly rates, actual expenses shall
be charged for any travel, hotel and related expenditures.
2. CONTACT SUPPORT
21 The Support Center will be responsible for initiating, logging and addressing all software
and hardware issues for the Customer's System.
2.2 The Customer will have access to Printrak's Support Center during the PPM.
2.3 The Customer will be allowed a maximum of two (2) Authorized Support Contacts. Two
(2) contacts must be assigned and designated by the Customer.
2.4 Customer will be provided with priority access to the Support Center.
3.
DEFINED SUPPORT
3.1
Printrak will make the foliowing services available to the customer at Printrak's then
published prices for such services:
3.2
Consulting:
3.2.1 Facilities planning/relocabon planning assistance
3.22 Site specific procedures analysis
3.2.3 Workflow analysis
3.2.4 Configuration/Upgrade consulting
3.2.5 System performance analysis
3.2.6 Disaster recovery planning assistance
3.3
Training
3.3.1 Informal (non- certfed) system training
3.4
Periodic account reviews to include:
3.4.1 Budgeting review
3.4.2 Problem call review
3.4.3 Training requirements review
3.4.4 Downtime analysis review
•
3.4.5 Trend analysis /review
3.4.6 General satisfaction review
-A" EKAMCE Tac MgW 10
Page 2
Exhibit A Continued
Silver Base Plan
4. STANDARD SUPPORT
4.1 Free software upgrades as applicable
4.2 Technical bulletins, Field Changes, Customer Alert Bulletins, PrintTalk Newsletters
4.3 Unlimited spare parts support
4.4 Periodic hardware and firmware upgrades as applicable
4.5 Access to Printrak documentation with unlimited reproduction rights
4.6} Automatic problem call escalation to appropriate levels of management
µanrry AX&r& Tac Q00-V7 11
ase Plan: r gold Plan C: Silver plan S A fan
Exhibit B - Contract Options &
- - -
Pricing
stonier:
Bzytown Police Depament
Enter Agency,addmss, city, sLue., zip
3200 North Main Street
Entcr person responsible for contract
Baytown, TX 77521
Enter phone numbs
Lt. Jackie Dickson
(713) 422 -8371
atract Period: (start darn - cnd date)
0198 - 5/31199
ase Plan: r gold Plan C: Silver plan S A fan
12
r Bronze Plan
- - -
Base Plan Price
Base Coverage:
r 5x8 Coverage
Standard
C 7x24 Coverage
C' Optional Coverage
;
Price with Coverage Options:
S 6,64H
On -site Response Options:
to 24 Hots Response
Standard
Gold Standard: 4 hours
r- 8 Hoerr Response
Silver Standard: 24 hours
r 4 Hour Response
Bronzc Standard: Timc/Materlal
C' 2 How Response
C' I Hour Response
Price with On-Site Resp. Options:
N 6,640
Invoicing Option:
r Standard Invoicing r Monthty Invoicing
Standard
[' Qmnerly Invoicing r Annual Invoicing
rice with Invoicing Option:
Enter tl
`list Options:
r Uscr's Conference Attendance
0
Check, all that apply - enter number
Atnthonzcd 4pon Contacts - Central Site
0
r Atnhorized Support Contaus - Remote Site
0
j-" Consulting (8 bows)
0
Training Options:
r Tcnpriot or Latcnt Operations (per session)
0
All courses allow max 5 students cxccpt
r Technical Administrator (per sestian)
0
Technical Admin max 3 students
r Livcscaa/Mugshot Operations I (per session)
Q
r" Livescan/Mugshot Operations I1 (per session)
0
System Management (per session)
0
r Advanced System Management (per session)
0
Total Contract Price with All Options:
11 $ 6,640
12
•
•
Exhibit C
LIST OF EQUIPMENT
The following system will be maintained by Pdntrak in accordance with the provisions of the
Agreement:
• One (1) Remote Series 2000 Live Scan Station, comprised of:
• One (1) Control Computer,
• One (1) Fingerprint Processor 20(
• One (1) Touchscreen/Keyboard C
• One (1) Tenprint Fingerprint Acqu
• One (1) Mugshot Capture Subsys
• One (1) Ergonomic Ruggedized C
• One (1) AFIS -to -Live Scan Interfa
• One (1) Remote Communications
• One (1) Application Software Licei
• One (1) Operating System Licensf
• One (1) Communications Software
Entry
m System (live- capture)
)inet
!Package
ackage
License
• One (1) Ten -Print Laser Cam Printer
• One (1) Uninterruptible Power Supply
"NTENANACE T&C S(WM
13
Exhibit D
Summary of Customer's Obligations
This Exhibit D describes the responsibilities of the Customer in addition to the Customer
Representations listed in Section 6 of the Agreement and is attached hereto and made part of
the Agreement by reference.
1. TRAINING
1.1 Customer shall designate individuals ( "Trainees') to undergo training in the operation
and administration of the Automated Fingerprint Identification System (` IS '). Trainees
shall be required to meet certain minimum prerequisites establishediand defined by
Printrak prior to being accepted for such training.
1.2 The Trainee shall pass test(s), upon completion of each training course to demonstrate
his basic understanding of the newly acquired AFIS concepts.
1.3 Successful completion of each training course shall be considered only after the Trainee
passes each test successfully.
1.4 Upon successful completion of the training course(s), Trainees will be provided a
certificate authenticating his `Certification' designation in a specific area of expertise.
1.5 Only Certified Operators and Certified System Administrators shall be provided any
service privileges (as further defined in Exhibit A attached hereto).
1.6 Customer shall be responsible for any retraining and/or re- certification required as a
result of Customer's employee tumover.
2. AUTHORIZED SUPPORT CONTACTS
2.1 The Customer shall designate a minimum of two (2) Certified System Administrators to
act as Authorized Support Contacts (ASCs) on behalf of the Customer (one primary, one
secondary). The maximum number of ASCs provided under this Agreement is defined in
Exhibit A.
2.2 Each ASCs will be provided access to Printrak's Sup'
upport Center in accordance with the
terms stated in Exhibit A. Special access numbers will be provided to the ASCs
guaranteeing entitlement to the Support Center.
2.3 ASCs shall be responsible for following the procedures and guidelines established by
Printrak's Support Center.
3. SYSTEM ADMINISTRATION
3.1 The Certified System Administrator shall be responsible for performing all the functions
as defined and outlined in Printrak's System Administrator's Guide. These
responsibilities include, but are not necessarily limited to:
3.1.1 Schedule Customer preventive maintenance activriies.
3.1.2 Perform System Database Backups.
3.1.3 Error Log analysis /cleanup.
3.1.4 Insure the overall hardware integrity of the system is properly maintained.
3.1.5 Maintain cleanliness of the AFIS cabinetry, desks and external components.
3.1.6 Understand the environments that the systems are placed in and monitoring the
integrity of the environments, including power ( UPS), temperature, humidity,
&WhTEM RACE 7cc %0"7 14
•
understanding physically how hardware is connected, and the ability to identify
"need to correct" minor problems as they occur.
3.1.7 Manage local area and remote communications networks.
3.1.7 Manage system workflow. The includes supervising the system workflow and
assessing which elements in the system may potentially cause problems.
3.1.8 Administer the restarting and deletion of transactions.
3.1.9 Learn the solutions to reoccurring situations and determine what to do to prevent
reoccurrence.
3.1.10 Problem Solving. This task includes the ability to determine the source of a
problem and to apply AFIS knowledge to resolve the problems.
3.1.11 Determine when it is appropriate to escalate a problem to the next level (i.e. to
Printrak).
3.1.12 Provide technical assistance to local and remote Users.
3.1.13 Answer user questions (being the first point of contact for problem support).
3.1.14 Solve user problems (operational issues, workflow problems, communications
problems, etc.).
3.1.15 Generate AFIS management and statistical reports.
mAJ►tTE MANAC G TLC WM7 15
•
u
MA rtwnwee rac 90aw
Schedule 1
Milestone Payment
Pa ment Invoice Date Payment Due Date
$6, 640.00 6/1/98 7/1 /98
16
. • •
AGREEMENT FOR MAINTENANCE SERVICES
BETWEEN
PRINTRAK INTERNATIONAL INCORPORATED
1250 NORTH TUSTIN AVENUE
ANAHEIM, CALIFORNIA
AND
BAYTOWN POLICE DEPARTMENT
3200 NORTH MAIN STREET
BAYTOWN, TEXAS
Agreement # 981007
• •
MAINTENANCE AGREEMENT
TERMS AND CONDITIONS
This agreement (hereinafter "Agreement") is entered into as of the 1st day of June, 1998, by and
between PRINTRAK INTERNATIONAL INC., with offices located at 1250 North Tustin Avenue,
Anaheim, California 92807 USA (hereinafter "Printrak") and the City of Baytown, Attn: Police
Department, with a current location at 3200 North Main Street, Baytown, Texas 77521
(hereinafter "Customer") hereinafter referred to collectively as the "Parties" and singularly as a
"Party".
WHEREAS, Printrak has developed and owns the rights to an automated fingerprinting identifi-
cation system ("AFIS") consisting of hardware and software components and is engaged in the
business of providing various maintenance services on said hardware and said software among
other things.
WHEREAS, Customer desires to engage Printrak to maintain its hardware and software
components pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Customer and Printrak hereby agree as follows:
1. Definitions of Terms
1.1 "Agreement" means this Maintenance Agreement of Terms and Conditions, Plan
Description, Pricing and Option Worksheet, exhibits, schedules, and any other mutually
agreed to written and executed modification or amendment.
1.2 "System" means any and all components whether hardware or software and further
described in Exhibit C.
1.3 "Maintenance Service" means any and all associated services in whatever form as
listed in Exhibit A.
1.4 "Preventive Maintenance" means the inspection, cleaning, lubrication and/or
adjustment of the System's components as may be required in Printrak's discretion.
1.5 "Remedial Maintenance" means any and all support, including parts and labor in
order to restore the System, or parts thereof, to its full and complete operation.
1.6 "Principal Period of Maintenance ("PPM") means the generally accepted business
hours of 8:00 a.m. until 5:00 p.m. Monday through Friday, excluding holidays.
1.7 "Call Back Response" means that certain time period in which Printrak will respond
to Customer's support request by telephone.
1.8 "On Site Response" means that certain time period which Printrak will respond to
Customer's support request at its premises.
Agreement #SA981007 1
• •
1.9 "Plan Description" means the base maintenance plan (e.g., Platinum, Gold, Silver, or
Bronze) selected by Customer, as provided for in Exhibit A and attached hereto.
1.10 "Pricing and Option Worksheet" means the selected options to the base mainte-
nance plan and corresponding prices as provided in Exhibit B attached hereto.
1.11 "Authorized Support Contacts" means Customer's selected representatives
authorized to access Printrak's Support Center.
1.12 "Support Center" means Printrak's Help Desk.
1.13 "Central Site" means the Customer's primary data processing facility.
1.14 "Remote Site" means any site outside a 50 mile radius of Customer's Central Site.
1.15 "Confidential Information" means (i) proprietary materials and information regarding
technical plans; and (ii) any and all other information, of whatever type and in whatever
medium (including data, developments, trade secrets, and improvements), that is dis-
closed in any form whatsoever by Printrak to Customer.
2. Quality Assurance. Printrak agrees to provide to Customer, and Customer agrees to
accept from Printrak, all Maintenance Service in accordance with all terms and conditions of this
Agreement and the attachments listed herein, all of which are incorporated and made part of this
Agreement.
3. Reservation of Printrak's Rights. This Agreement does not grant any right or license,
under any rights of Printrak or otherwise, except as expressly provided herein, and no other
right or license is implied or inferred from any provision of this Agreement or the conduct of the
Parties hereunder.
4. Cost, Payment and Terms.
4.1 Cost. The price for Maintenance Service hereunder shall be determined by
Printrak and provided to Customer herein. Price shall be stated in United States
Dollars (US$) and will not exceed 5% per year or the rate as published by the US
Consumer Price Index, whichever is lower. Printrak will provide written notice to
the Customer any price change within a minimum of thirty (30) days prior to the
completion of the contract term.
4.2 Orders. Customer shall issue to Printrak written authorization (e.g., purchase
order) in accordance with the provisions herein and such order shall reference
this Agreement. Customer shall have no right to cancel or reschedule any
Maintenance Service or portion thereof for any part of or all of the maintenance
unless the Parties shall first have reached a mutual agreement as to Customer's
financial liability with respect to any desired cancellation or rescheduling of any
such authorization.
Agreement #SA98t007 2
• •
4.3 Payment Terms. As payment for the Maintenance Service to be performed by
Printrak, Customer agrees that:
a) All payments shall be remitted in the specified manner and at the specified
times listed on Schedule 1 attached hereto and made part of this Agreement.
b) Any and all remittances shall be due and payable no later than forty-six (46)
days after the date of Printrak's invoice and shall be made payable to Printrak
International Inc. in the form of a check or wire transfer drawn on a United
States financial institution. Any payment not received by Printrak within forty-
six (46) days from the date of invoice shall be charged an additional 1 % of the
invoice amount.
c) Price quoted shall be exclusive of any taxes, duties, export or customs fees,
or any other similar assessments imposed upon Printrak arising out of or from
the Work. In the event any such charges are imposed, Customer shall
reimburse Printrak upon its receipt of proper documentation of such
assessment and payment terms and conditions contained in this section 4
shall apply.
d) In order to insure timely payment Printrak may require Customer to provide a
suitable letter of credit or, in the case of government entities, proof of fiscal
funding concerning the ability to make any such payments. Further,
Customer shall be additionally liable for all of Printrak's costs and expenses of
collection, including, without limitation, reasonable fees for attorneys
(including but not limited to paraprofessional fees and related expenses) and
court costs. Notwithstanding the foregoing, the specified rate of interest, set
forth in this section C above, shall not excuse or be construed as a waiver of
Customer's obligation to timely provide any and all payments owed Printrak.
e) In the event Customer is a government entity and fiscal funding is not
appropriated as Customer anticipates, this Agreement shall become null and
void as of date notice of nonappropriation is mailed by Customer.
f) On any extension or renewal of this Agreement, which will be communicated
to the Customer no later than ninety (90) days prior to completion of the
contract term, price increases will not exceed 5% or the rate as published by
the United States Consumer Price Index, whichever is lower.
5. Maintenance Service and Support. Maintenance Services and Support will be pro-
vided as set forth in Exhibit A attached hereto. Printrak shall be notified of any
operational defects immediately and in accordance with instructions provided to
Customer. However, under no circumstances shall Printrak be held accountable for the
operation and/or functionality of Customer's personal property, equipment, and/or
peripherals whether or not installed by Printrak. Further, unless explicitly stated to the
contrary, the following Services shall be excluded under this Agreement:
Agreement #SA981007 `�
• •
A. Any service work required for full and operational status which Printrak is not
otherwise contractually obligated to provide including but not limited to Customer's
personal property;
B. All oral service requests by Customer's representative shall be considered valid and,
as such, governed by this Agreement. Any service work performed by Printrak outside
the PPM shall be billed at the hourly rates set forth in Exhibit A with a minimum of two (2)
hours billed per service call. Payments shall be made in accordance with Section 4
herein above.
C. Part(s) repair or replacement resulting from, in Printrak's sole discretion, failure of the
Customer's facilities, Customer's personal property and/or devices connected to the
System (or interconnected to devises) whether or not such is installed by Printrak's
representatives or otherwise tampering by any person(s) and/or failures of System due
to extraordinary uses. Further, an inspection of any failed or defective hardware or
software indicating such defect, in Printrak's discretion, was caused by abuse, improper
use, or improper maintenance, or alteration other than by Printrak or its designee shall
be invoiced to Customer at its repair or replacement cost(s) plus a fifteen percent (15%)
administrative fee. Payments shall be made in accordance with Section 4 herein above.
D. Removal, relocation, and/or reinstallation of System or any component thereof;
E. Diagnosis time directly related to unauthorized components and/or supplies or to be
caused by misuse of System, whether intentional or not.
F. 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.
G. Any accessory, attachment, or component owned by Customer whether or not
installed by Printrak.
H. In the event Printrak hardware must be replaced, it shall become the property of
Printrak.
6. Customer Representations.
6.1 Designate qualified and dedicated users/system manager trainees as further
defined in Exhibit D attached hereto;
6.2 Ensure System accessibility in accordance with a mutually agreed to schedule;
6.3 Provide, at no charge, a suitably furnished work area, including but not limited to
modem access, equipment, and spare parts holding area as may be required by
Printrak;
6.4 Provide such facilities and all utilities reasonably close to the System such as are
reasonably necessary to enable Printrak to perform the Maintenance Service;
Agreement #SA981007
4
• •
6.5 Maintain any and all electrical and physical environments in accordance with
System specifications;
6.6 Provide standard industry precautions (e.g., back-up files) ensuring database
security; and
6.7 Provide a qualified, competent and dedicated System Administrator to perform
all functions outlined in Printrak's documentation.
7. System Testing and Acceptance. Upon its completion, Maintenance Service and/or
repair will be demonstrated by Printrak or its designated representative and Customer shall
attest to the operational status of the System.
8. Training. Printrak will provide training as specified in Exhibits A and B. Printrak will take
all measures, on par with the highest industry standards, to provide such training to Customer
as is reasonable. At a time mutually acceptable by the Parties, any training not providedfor as
part of this Agreement will be made available to Customer at Printrak's then published prices.
9. Representations.
9.1 Representations of Printrak. Printrak represents solely for the benefit of Customer,
that Printrak has the right, power and authority to enter into this Agreement and to fully
perform its obligations hereunder.
9.2 Representations of Customer. Customer represents that: (i) Customer has the
right, power and authority to enter into this Agreement and to fully perform its obligations
hereunder; (ii) the making of this Agreement by Customer does not violate any separate
agreement, rights or obligations existing between Customer and any other person or
entity, and throughout the term of this Agreement, Customer shall not enter into a
separate agreement with any person or entity that is inconsistent with any of the
provisions of this Agreement; and (iii) Customer's policies and practices with respect to
the System shall in no manner reflect adversely upon the good name, reputation and/or
goodwill or Printrak.
9.3 Both Parties Represent. The apparent silence or inadvertent omission of specifica-
tions as to any detail, or a detailed description, concerning any point shall be regarded
and interpreted as expressing that an ethical commercial practice shall prevail and that
only material and workmanship of the finest quality are to be used. All interpretations of
specifications shall be made on the basis of this statement. Any and all items provided
for under this Agreement shall be new, unused, in production, and offered for commer-
cial trade.
Notwithstanding the above paragraphs, any details, having a material impact upon
Maintenance Service, which, if provided subsequent to execution of this Agreement, and
require additional effort or equipment shall be excluded from the requirement to be
supplied based on specifications as written. Under no circumstances shall Printrak
assume any responsibility for specifications omitted from Customer's specifications.
10. Indemnification by Customer.
Agreement #SA981 007 5
• •
10.1 To the extent allowed by law, Customer shall indemnify and hold Printrak's
directors, officers and employees harmless from and against any and all claims, losses,
liabilities, damages, expenses and costs, including, without limitation, reasonable
attorneys' fees (also including paraprofessional and expert witness fees) and including
all costs incurred in the settlement or avoidance of any such claim which would result
from or are in connection with (i) a breach of any of the representations or warranties
provided by Customer herein, or (ii) any claims of or in connection with any bodily injury
(including death) or property damage, by whomsoever such claim is made, arising out of,
in whole or in part, the maintenance and/or use of any component, unless due to the
intentional negligence of Printrak in its performance of the specific duties contained
herein. If Printrak is joined as a Party to any lawsuit initiated by or against Customer,
Customer shall indemnify and hold Printrak harmless from and against allclaims, losses,
liabilities, damages, expenses and costs, including, without limitation reasonable fees for
attorneys (including paraprofessional and expert witness) and court costs, incurred in
connection with any such lawsuit. Printrak shall not agree to the settlement of any such
claim, action or proceeding without the prior written consent of Customer.
10.2 Limitation of Printrak's Liability. IN NO EVENT SHALL PRINTRAK OR ITS
AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
HELD RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY PRIN-
TRAK, THE MAINTENANCE OF THE SYSTEM, AND THE USE OF THE SYSTEM BY
PURCHASER OR ANY END -USER, WHETHER UNDER THEORY OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), INDEMNIFY, PRODUCT LIABILITY OR OTHER-
WISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PRINTRAK, NOR
ANY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSI-
BILITY OR LIABILITY, OF ANY KIND TO PURCHASER OR TO ANY THIRD PARTIES
WITH RESPECT TO THE QUALITY AND/OR PERFORMANCE OF ANY PORTION OF
THE PRINTRAK MATERIALS OR SYSTEM, INCLUDING WITHOUT LIMITATION, THE
OPERATION OR PERFORMANCE OF ANY OF THE SYSTEM COMPONENTS.
11. Term and Termination.
11.1 Effective Date. This Agreement shall not be binding upon the Parties until it has
been executed by or on behalf of each Party, in which event it shall be effective as of the
date first written above (the "Effective Date"). Unless sooner terminated in accordance
with provisions hereof, the initial term of this Agreement shall be one (1) year from the
Effective Date.
11.2 Termination. Printrak shall have the right to terminate this Agreement immedi-
ately, by providing written notice of such election to Customer, upon the occurrence of
any of the following events or circumstances: (i) if Customer breaches any of its material
obligations provided for in this Agreement and such breach is not corrected or cured
within thirty (30) days after receipt of written notice of such breach; or (ii) Customer's
failure to pay, or a statement that it is unable to pay any amount due hereunder, or is
unable to pay its debts generally as they shall become due; or (iii) or Customer's
Agreement #SA981007 6
• •
acquiesce to, intention to acquiesce to, or failure to have dismissed within ninety (90)
days, any petition filed against it in any involuntary case under any such bankruptcy law.
12. Effect of Termination or Expiration.
12.1 Reversion of Rights. In the event this Agreement is terminated by Printrak as a
result of any breach or default by Customer, any rights or licenses granted to Customer
shall immediately revert to Printrak.
12.2 Return of Confidential Information. Upon the expiration or earlier termination of
this Agreement, Customer and Printrak shall immediately deliver to the other Party, as
the disclosing Party, all Confidential Information of the other, including any and all copies
thereof, which the other Party previously provided to it in furtherance of this Agreement.
12.3 Renewal or Extension of Agreement. Printrak shall be under no obligation to
renew or extend this Agreement notwithstanding any action(s) taken by either of the
Parties prior to the expiration of this Agreement. Upon the expiration of this Agreement
neither Party shall be liable to the other for any damages (whether direct, consequential,
or incidental, and including, without limitation, any expenditures, loss of profits, or pro-
spective profits) sustained or arising out of or alleged to have been sustained or to have
arisen out of such expiration. However, the expiration of this Agreement shall not
excuse either Party from any obligations surviving the expiration of this Agreement, and
full legal and equitable remedies shall remain available for any breach or threatened
breach of this Agreement or any obligations arising therefrom.
12.4 Termination Without Prejudice. The expiration or sooner termination of this
Agreement in accordance with the provisions of Section 11 above, shall be without
prejudice to any rights or remedies which one Party may have against the other.
13. Notices. Any notice or written communications required or desired to be sent to either of
the Parties shall be in writing and shall be sent by certified or registered prepaid US mail
(return receipt requested), or sent by a recognized international courier service (e.g.,
Federal Express, DHL), facsimile, with charges prepaid and subject to a confirmation
letter sent via registered or certified mail, return receipt requested. The address for all
notices or other communications required to be sent to Printrak or Customer, respec-
tively shall be the mailing address so stated below or such other address as may be
provided by written notice. Any such notice shall be effective upon the date of receipt.
If to Printrak:
If to Customer:
PRINTRAK INTERNATIONAL INC.
1250 N. Tustin Ave.
Anaheim, CA 92807 USA
Attention: Customer Support
Facsimile: 714/666-2141
Baytown Police Department
3200 North Main Street
Baytown, TX 77521
Attention: Lt. Jackie Erikson
Facsimile: 281/427-5037
cc: City of Baytown
2401 Market Street
Baytown, TX 77520
Attention: Ignacio Ramirez
FAX: 281/420-6586
Agreement #SA981007 7
• •
14. Force Majeure. Neither Printrak nor Customer shall be liable for any loss of damage or
be deemed to be in breach of this Agreement if its failure to perform or failure to cure any
of its obligations under this Agreement results from any event or circumstance beyond its
reasonable control, including, without limitation, any natural disaster, fire, flood earth-
quake, or other Act of God; shortage of equipment, materials, supplies, or transportation
facilities, strike or other industrial dispute, war or rebellion, or compliance with any law,
regulation, or order (whether valid or invalid) of any governmental body, other than an
order, requirement, or instruction arising out of Customer's violation of any applicable law
or regulation; provided, however, that the Party interfered with provides the other Party
written notice thereof promptly, and, in any event, within fifteen (15) working days of dis-
covery of any such Force Majeure condition. If notice of the existence of any Force
Majeure condition is provided within such period, the time for performance or cure shall
be extended for a period equal to the duration of the Force Majeure event or circum-
stance described in such notice, except that any such cause shall not excuse the pay-
ment of any sums owed to Printrak prior to, during, or after any such Force Majeure
condition.
15. Compliance with Applicable Laws. The Parties shall at all times comply with all appli-
cable regulations and orders of their respective countries and all conventions and trea-
ties to which their countries are a Party or relating to or in any way affecting this Agree-
ment and the performance by the Parties of this Agreement. Each Party, at its own
expense, shall negotiate and obtain any approval, or permit required in the performance
of its obligations, and shall declare, record or take such steps to render this Agreement
binding, including, without limitation, the recording of this Agreement if required.
16. Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Texas, USA excluding that body of law related to choice of
laws. Any action or proceeding brought to enforce the terms of this Agreement or to
adjudicate any dispute arising hereunder shall be brought in the courts of the State of
Texas. Each of the Parties hereby submits itself to the exclusive jurisdiction and venue
of such courts for purposes of any such action and agrees that any service of process
may be effected by delivery of the summons in the manner provided in the delivery of
notices set for hereinabove.
17. Severability. In the event that any provision of this Agreement (or portion thereof) is
determined by a court of competent jurisdiction to be invalid or otherwise unenforceable,
such provision (or part thereof) shall be enforced to the extent possible consistent within
the stated intention of the Parties, or if incapable of such enforcement, shall be deemed
to be deleted from this Agreement, while the remainder of this Agreement shall continue
in full force and remain in effect according to its stated terms and conditions.
18. Waiver. No failure or delay by either Party in exercising any right, power, or remedy
under this Agreement shall operate as a waiver of any such right, power or remedy. No
waiver of any provision of this Agreement shall be effective unless in writing and signed
by the Party against whom such waiver is sought to be enforced. Any waiver by either
Party of any provision of this Agreement shall not be construed as a waiver of any other
provision of this Agreement, nor shall such waiver operate as or be construed as a
waiver of such provision respecting any future event or circumstance.
Agreement#SA9B1007 8
Mr
19. Entire Agreement. This Agreement (together with all attachments hereto) constitutes
the entire agreement between Printrak and Customer and supersedes all prior or
contemporaneous agreements, proposals, understandings, and communications
between the Parties, whether oral or written, with respect to the subject matter hereof.
20. Construction. This Agreement shall be fairly interpreted in accordance with its terms
and conditions and without any strict construction in favor of or against either one of the
Parties.
IN WITNESS WHEREOF, the Parties have caused this Terms and Conditions Agreement to be
duly executed as of the day and year first written above.
NOT AN AGREEMENT UNTIL SIGNED BY BOTH PARTIES.
Printrak International Inc. Customer
By:
Print: 8if-t/f %-S/''Y9
Title: 40#/ve1 C1;/l,Pv€7 ,q7 /
Date: -0Z/717
By:
Print: Bobby Rountree
Title: City Manager
Date: July 30, 1998
Agreement #SA981007 9
• •
Exhibit A
Silver Base Plan Description
This Exhibit A describes the base maintenance services covered under Printrak's Silver
Base Plan and is incorporated as part of Printrak's Maintenance Agreement ("Agreement")
attached hereto and made part of the Agreement by reference. Any modifications to the terms
and conditions stated in this Exhibit A are identified in Exhibit B, Pricing and Options.
1. RESPONSE TIME AND COVERAGE
1.1 Telephone technical support will be provided by Printrak's Support Center twenty-four
(24) hours per day, seven (7) days per week.
1.2 Printrak will provide Call-back Response within a maximum of four (4) hours from the
time a support request is initiated.
1.3 Printrak will provide On -site Response within a maximum of twenty-four (24) hours from
the time a support request is initiated.
1.4 1.4 After PPM the following charges shall apply:
1.4.1 Workday: $160 per hour (2 hour minimum);
1.4.2 Weekend and Holiday: $240 per hour (2 hour minimum);
1.4.3 Travel Expense: In addition to the above hourly rates, actual expenses shall
be charged for any travel, hotel and related expenditures.
2. CONTACT SUPPORT
2.1 The Support Center will be responsible for initiating, logging and addressing all software
and hardware issues for the Customer's System.
2.2 The Customer will have access to Printrak's Support Center during the PPM.
2.3 The Customer will be allowed a maximum of two (2) Authorized Support Contacts. Two
(2) contacts must be assigned and designated by the Customer.
2.4 Customer will be provided with priority access to the Support Center.
3. DEFINED SUPPORT
3.1 Printrak will make the following services available to the customer at Printrak's then
published prices for such services:
3.2 Consulting:
3.2.1 Facilities planning/relocation planning assistance
3.2.2 Site specific procedures analysis
3.2.3 Workflow analysis
3.2.4 Configuration/Upgrade consulting
3.2.5 System performance analysis
3.2.6 Disaster recovery planning assistance
3.3 Training
3.3.1 Informal (non -certified) system training
3.4 Periodic account reviews to include:
3.4.1 Budgeting review
3.4.2 Problem call review
3.4.3 Training requirements review
3.4.4 Downtime analysis review
3.4.5 Trend analysis/review
3.4.6 General satisfaction review
Agreement #SA981007
10
• •
Page 2
Exhibit A Continued
Silver Base Plan
4. STANDARD SUPPORT
4.1 Free software upgrades as applicable
4.2 Technical bulletins, Field Changes, Customer Alert Bulletins, PrintTalk Newsletters
4.3 Unlimited spare parts support
4.4 Periodic hardware and firmware upgrades as applicable
4.5 Access to Printrak documentation with unlimited reproduction rights
4.6 Automatic problem call escalation to appropriate levels of management
Agreement#SA9B1007
11
Exhibit B - Contract Options
Pricing
Customer:
Contract Period: (start date - end date)
Baytown Police Department
3200 North Main Street
Baytown, TX 77521
Attn: Lt. Jackie Erickson
FAX: (281) 422-8371
6/1/98 - 5/31/99
Base Plan:
r Gold Plan 6 Silver Plan
(' Bronze Plan
$
6,640
Base Plan Price
$
6,640
Base Coverage:
(: 5x8 Coverage
r 7x24 Coverage
Standard
r Optional Coverage
Price with Coverage Options:
$
6,640
On -site Response Options:
Gold Standard: 4 hours
Silver Standard: 24 hours
Bronze Standard: Time/Material
(: 24 Hour Response
r 8 Hour Response
( 4 Hour Response
r 2 Hour Response
r 1 Hour Response
Standard
Price with On -Site Resp. Options:
$
6,640
Invoicing Option:
r Standard Invoicing r Monthly Invoicing
(` Quarterly Invoicing (: Annual Invoicing
Standard
Price with Invoicing Option:
$
6,640
Misc. Options:r
Check all that apply - enter number
Training Options:r
All courses allow max 5 students except
Technical Admin max 3 students
User's Conference Attendance -
r Authorized Support Contacts - Central Site
r Authorized Support Contacts - Remote Site
r Consulting (8 hours)
Tenprint or Latent Operations (per session)
r Technical Administrator (per session)
r Livescan/Mugshot Operations I (per session)
r Livescan/Mugshot Operations II (per session)
r System Management (per session)
r Advanced System Management (per session)
Enter #
0
0
0
0
0
0
0
0
0
0
Total Contract Price with All Options:
$
6,640
Agreement #SA981007
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e •
Exhibit C
LIST OF EQUIPMENT
The following system will be maintained by Printrak in accordance with the provisions of the
Agreement:
• One (1) Remote Series 2000 Live Scan Station, comprised of:
• One (1) Control Computer
• One (1) Fingerprint Processor 2000
• One (1) Touchscreen/Keyboard Data Entry
• One (1) Tenprint Fingerprint Acquisition System (live -capture)
• One (1) Mugshot Capture Subsystem
• One (1) Ergonomic Ruggedized Cabinet
• One (1) AFIS-to-Live Scan Interface Package
• One (1) Remote Communications Package
• One (1) Application Software License
• One (1) Operating System License
• One (1) Communications Software License
• One (1) Ten -Print Laser Card Printer
• One (1) Uninterruptible Power Supply
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Exhibit D
Summary of Customer's Obligations
This Exhibit D describes the responsibilities of the Customer in addition to the Customer
Representations listed in Section 6 of the Agreement and is attached hereto and made part of
the Agreement by reference.
1. TRAINING
1.1 Customer shall designate individuals ("Trainees") to undergo training in the operation
and administration of the Automated Fingerprint Identification System ("AFIS"). Trainees
shall be required to meet certain minimum prerequisites established and defined by
Printrak prior to being accepted for such training.
1.2 The Trainee shall pass test(s), upon completion of each training course to demonstrate
his basic understanding of the newly acquired AFIS concepts.
1.3 Successful completion of each training course shall be considered only after the Trainee
passes each test successfully.
1.4 Upon successful completion of the training course(s), Trainees will be provided a
certificate authenticating his "Certification" designation in a specific area of expertise.
1.5 Only Certified Operators and Certified System Administrators shall be provided any
service privileges (as further defined in Exhibit A attached hereto).
1.6 Customer shall be responsible for any retraining and/or re -certification required as a
result of Customer's employee turnover.
2. AUTHORIZED SUPPORT CONTACTS
2.1 The Customer shall designate a minimum of two (2) Certified System Administrators to
act as Authorized Support Contacts (ASCs) on behalf of the Customer (one primary, one
secondary). The maximum number of ASCs provided under this Agreement is defined in
Exhibit A.
2.2 Each ASCs will be provided access to Printrak's Support Center in accordance with the
terms stated in Exhibit A. Special access numbers will be provided to the ASCs
guaranteeing entitlement to the Support Center.
2.3 ASCs shall be responsible for following the procedures and guidelines established by
Printrak's Support Center.
3. SYSTEM ADMINISTRATION
3.1 The Certified System Administrator shall be responsible for performing all the functions
as defined and outlined in Printrak's System Administrator's Guide. These
responsibilities include, but are not necessarily limited to:
3.1.1 Schedule Customer preventive maintenance activities.
3.1.2 Perform System Database Backups.
3.1.3 Error Log analysis/cleanup.
3.1.4 Insure the overall hardware integrity of the system is properly maintained.
3.1.5 Maintain cleanliness of the AFIS cabinetry, desks and external components.
3.1.6 Understand the environments that the systems are placed in and monitoring the
integrity of the environments, including power ( UPS), temperature, humidity,
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understanding physically how hardware is connected, and the ability to identify
"need to correct" minor problems as they occur.
3.1.7 Manage local area and remote communications networks.
3.1.7 Manage system workflow. The includes supervising the system workflow and
assessing which elements in the system may potentially cause problems.
3.1.8 Administer the restarting and deletion of transactions.
3.1.9 Learn the solutions to reoccurring situations and determine what to do to prevent
reoccurrence.
3.1.10 Problem Solving. This task includes the ability to determine the source of a
problem and to apply AFIS knowledge to resolve the problems.
3.1.11 Determine when it is appropriate to escalate a problem to the next level (i.e. to
Printrak).
3.1.12 Provide technical assistance to local and remote Users.
3.1.13 Answer user questions (being the first point of contact for problem support).
3.1.14 Solve user problems (operational issues, workflow problems, communications
problems, etc.).
3.1.15 Generate AFIS management and statistical reports.
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Schedule 1
Milestone Payment
Payment Invoice Date
$6,640.00 6/1/98
Payment Due Date
7/1/98
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