2013-28427 Reso s
RESOLUTION NO. 2013-28427
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING AN UPGRADE TO THE
AUTOMATED FINGERPRINT IDENTIFICATION SYSTEM (AFIS) LATENT
WORKSTATION AND FUTURE MAINTENANCE FROM MORPHOTRAK INC.,
AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A PRODUCT SYSTEM AGREEMENT WITH MORPHOTRAK, INC.,
FOR SAID PURPOSE, IN THE TOTAL AMOUNT OF $44,500.
WHEREAS, the City purchased an Automated Fingerprint Identification System (AFIS)
in 2005, as authorized by Resolution No. 2005-25983, from Motorola, Inc., Printrak; and
WHEREAS, in 2009, MorphoTrak, Inc., purchased this division from Motorola, Printrak;
and
WHEREAS, MorphoTrak is the only company authorized to perform maintenance
services on the AFIS system, due to the proprietary hardware and software components of the
system design; and
WHEREAS, the Miami Beach Police Department's AFIS Workstation is linked to the
Miami-Dade Police Department ("County")AFIS system; and
WHEREAS, the County will be upgrading its AFIS System to the MorphoTrak
MorphoBlS; and
WHEREAS, any local agency who is linked into the County's system must comply with
the upgrade; and
WHEREAS, without this upgrade, the Miami Beach Police Department will not able to
P9 P
search, compare, nor evaluate any fingerprints using the Automated Fingerprint Identification
System (AFIS); and
WHEREAS, the Police Department needs to upgrade its current system to the
MorphoTrak MorphoBlS to be compatible with the County's system, at a cost of$44,500.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby authorize the upgrade to the Automated Fingerprint Identification System
(AFIS) Latent Workstation, to include future maintenance, and further authorize the Mayor and
City Clerk to execute a Product System Agreement with MorphoTrak Inc., for such purpose, in
the total amount of$44,500.
0day of PASSE D AND A D OPT ED t hi s 13.
ATTEST:
Rafael Gr nado, City C_ r P L a or
T:IAGENDA\2013 0ecember 11 rB e g to to .to Fingerprint Identification System Vn IRQ)(d9PkAI%ToQtion.doc
T FORM &LANGUAGE
&FO ECUTION
f J1
Gn ttomey2 Date
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida,Authorizing
An Upgrade To The Automated Fingerprint Identification System (AFIS) Latent Workstation From
MorphoTrak, Inc., To Include Future Maintenance;And Further Authorizing City Manager And City
Clerk To Execute The MorphoTrak Product System Agreement.
Key Intended Outcome Supported:
1.
Supporting Data (Surveys, Environmental Scan, etc: N/A
Item Summa /Recommendation:
The Police Department processes a significant number of fingerprints as a result of crime scene
investigations and arrests processing. To assist in the processing of fingerprints, the City
purchased the Automated Fingerprint Identification System("AFIS")Latent Workstation in 2005,as
authorized by Resolution No. 2005-25983, from Motorola, Inc., pursuant to a sole source
designation. In 2009, MorphoTrak, Inc., purchased the AFIS division from Motorola,
The Police Department's AFIS Workstation is linked to the Miami-Dade Police Department
("County")AFIS system. The County will be upgrading its current AFIS System to the MorphoTrak
MorphoBlS AFIS solution. Any local agency who is linked into the County's system must comply
with the upgrade solution.Without this upgrade the Miami Beach Police Department will be unable
to search, compare, or evaluate fingerprints across law enforcement agencies. Accordingly, this
item requests approval to upgrade the current AFIS system to the MorphoTrak MorphoBlS AFIS
solution. The total cost for the upgrade and required maintenance is estimated at a cost of
$44,500. Since MorphoTrak is the only company authorized to provide upgrade and perform
required maintenance services on the AFIS system,due to the proprietary hardware and software
components of the system design, this request is presented as a sole source purchase.
The Administration recommends that the Mayor and City Commission adopt the attached
resolution authorizing the upgrade to the MorphoTrak Automated Fingerprint Identification System
(AFIS) Latent Workstation to include future maintenance, and further authorizing the City Manager
and City Clerk to execute the MorphoTrak Product System Agreement.
ADOPT THE RESOLUTION
Advisory Board Recommendation:
Financial Information:
Source of Amount Account.
Funds: 1 $45,000 011-1140-000674
2
OBPI Total $45,000
Financial Impact Summary:
City Clerk's Office Logislptive Tracking:
Alex Denis, Extension 6
Sign-Offs:
De artment irecto` Assistant C' Manager City tiger
AD R o KGB JLM
T:\AGENDA\2013December 11\Upgrade the Automated Fingerprint Identification System from MorphoTrak-Sum ary.doc
AGENDA ITEM G 7 P
IEOV M I AAA ID"' EAC H DATE a-
MIAMI BEACH
City of Miami Beath, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Philip Levine and Members o the City Co ission
FROM: Jimmy L. Morales, City Manager
DATE: December 11, 2013
SUBJECT: A RESOLUTION OF THE MAYOR ND CITY COMMISSION, OF THE CITY OF
MIAMI BEACH, FLORIDA,AUTHO ZING AN UPGRADE TO THE AUTOMATED
FINGERPRINT IDENTIFICATION SYSTEM (AFIS) LATENT WORKSTATION
FROM MORPHOTRAK, INC., TO INCLUDE FUTURE MAINTENANCE; AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE THE MORPHOTRAK PRODUCT SYSTEM AGREEMENT.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOME
Increase community satisfaction with City government.
J
FUNDING
Account No. 011-1140-000674 - $45,000.00
BACKGROUND INFORMATION
The Police Department processes a significant number of fingerprints as a result of crime
scene investigations and arrests processing. To assist in the processing of fingerprints,the
City purchased the Automated Fingerprint Identification System("AFIS")Latent Workstation
in 2005, as authorized by Resolution No.2005-25983,from Motorola, Inc., pursuant to a sole
source designation. In 2009, MorphoTrak, Inc., purchased the AFIS division from Motorola,
The Police Department's AFIS Workstation is linked to the Miami-Dade Police Department
("County") AFIS system. The County will be upgrading its current AFIS System to the
MorphoTrak MorphoBlS AFIS solution. Any local agency who is linked into the County's
system must comply with the upgrade solution.Without this upgrade the Miami Beach Police
Department will be unable to search, compare, or evaluate fingerprints across law
enforcement agencies.Accordingly,this item requests approval to upgrade the current AFIS
system to the MorphoTrak MorphoBlS AFIS solution. The total cost for the upgrade and
required maintenance is estimated at a cost of $44,500. Since MorphoTrak is the only
company authorized to provide upgrade and perform required maintenance services on the
AFIS system, due to the proprietary hardware and software components of the system
design, this request is presented as a sole source purchase.
CONCLUSION
The Administration recommends that the Mayor and City Commission adopt the attached
resolution authorizing the upgrade to the MorphoTrak Automated Fingerprint Identification
System(AFIS)Latent Workstation to include future maintenance,and further authorizing the
City Manager and City Clerk to execute the MorphoTrak Product System Agreement.
T:\AGENDA\2013\December 11\Procurement]Upgrade to the Automated Fingerprint Identification(AFIS)from MorphoTrak
- Memo Final.doc
SAFRAN
MorphoTrak
1250 North Tustin Avenue
Anaheim,CA 92807
Tel:(714)238-2000
Fax:(714)238-2049
October 15,2013
Mr.Phillip Womack
Miami Beach Police Department
1100 Washington Avenue
Miami Beach,FL 33139
Tel: (305)673-7995
Email: phillipwomack @Yniatnibeachfl.tov
Reference#MTFL-A 10 1 712-04B
Dear Mr.Womack:
This proposal replaces the previous proposal dated January 15, 2013.
MorphoTrak,Inc.is pleased to provide Miami Beach Police Department with the following quotation to upgrade the
Miami Beach Police Department existing latent workstation at the same time as the Miami-Dade Police Department
upgrades its AFIS to the MorphoTrak MorphoBIS.
Background
Miami Beach Police Department has an existing MorphoTrak(Printrak)Latent Workstation that submits to the
Miami-Dade Police Department(MDPD)AFIS.The MDPD is upgrading its AFIS to a MorphoTrak MorphoBIS
which will require an upgrade of the Latent Workstation installed at Miami Beach Police Department.
Solution Description and Pricing
MorphoTrak proposes the equipment and services described in Table 1.
Latent Expert Workstation Upgrade
Table 1.Pricing and Maintenance
PER UNIT
DESCRIPT ION
Latent Expert Workstation Hardware and Software Upgrade,including:
• Latent Expert Workstation Application Software
• Third-party Software Licenses
• Control Computer,keyboard,mouse
• Infinity Latent Camera
• Monitor 24"LED $44,500
• Installation
• Training
• Warranty: 1 Year On-site Advantage Solution warranty,9X5,Next day on-
site response and parts replacement
• Freight
This solution is contingent on an upgrade of the Miami-Dade Police Department AFIS to a MorphoBIS
system.
Standard shipping is 45-60 days after receipt of order,or as otherwise scheduled.
Reference:MTFL-A101712-04B Page 1 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com
Customer Responsibilities
Miami Beach Police Department is responsible for the following:
• Providing necessary facility resources required for equipment installation and operation including access,space,
environmental control,electrical power and networking.
• To obtain and maintain the required transmission lines and hardware for remote communications to and from the
necessary agencies.
• Maintaining all required authorizations for connecting to the Miami Dade Police Department.
Assumptions
In developing this proposal,MorphoTrak has made the following assumptions:
• There are no external interfaces to support which includes but is not limited to records management system,etc.
• An inter-agency agreement between Miami Beach Police Department and MDPD will remain in place.
• Miami Beach Police Department will provide all necessary communication to connect to MDPD. This includes,
but is not limited to hubs,routers,modems,etc.
Additional engineering effort by MorphoTrak beyond the scope of the standard product will be quoted at a firm
fixed price based on our current service rates in effect at the time of the change,plus any related travel or
administrative expenses.Assistance with training and questions for the agency's database or any programming,
scripting,or review of programs beyond work quoted above are excluded from this offer.MorphoTrak assumes that
organizations requesting these utilities have advanced programming expertise and will assume all responsibility for
the deployment and support of the final application.
Prices are exclusive of any and all state,or local taxes,or other fees or levies.Customer payments are due to
MorphoTrak within twenty days after the date of the invoice.Product purchase will be governed by the MorphoTrak
Product Agreement,a copy of which is attached for your convenience. Firm delivery schedules will be provided
upon receipt of a purchase order.No subsequent purchase order can override such terms.Nothing additional shall be
binding upon MorphoTrak unless a subsequent agreement is signed by both parties.
MorphoTrak reserves the right to substitute hardware of equal value with equal or better capability,based upon
market availability. If,however such equipment is unavailable,MorphoTrak will makes its best effort to provide a
suitable replacement.
Proposal Expiration: January 14,2014
Purchase orders should be sent to MorphoTrak by facsimile or United States mail. Please direct all order
correspondence,including Purchase Order,to:Jayne Goodall,MorphoTrak,Inc., 1250 North Tustin Avenue,
Anaheim,California 92807;Tel: (714)575-2956;Fax: (714)238-2049;Email:javne.goodall @morpho.com.
We look forward to working with you.
Sincerely,
A-tut -
Barry Fisher
Senior Sales Director
i
Reference:MTFL-A101712-04B Page 2 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.mori)hotrak.com
By signing this signature block below, Miami Beach Police Department agrees to the
terms and pricing stated in this proposal for the product and services as referenced
above. My signature below constitutes the acceptance of this order and authorizes
MorphoTrak, Inc.to ship and provide these product and services:
Signature Authorization for Order:
Signature
Name
Date
Total Purchase Price (including any Options):
Please provide Billing Address:
Check if Billing Address is same as Shipping Address:
Please provide Shipping Address (if different from Billing Address):
PLEASE PROVIDE A COPY OF YOUR CURRENT TAX
EXEMPTION CERTIFICATE (if applicable).
Reference:MTFL-A101712-04B Page 3 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com
MorphoTrak Product System Agreement 2.15 "Specifications"means the functionality and performance
requirements described in the Technical and Implementation
MorphoTrak, Inc., ("MorphoTrak" or "Seller") having a place of Documents.
business at
and 2.16 "Subsystem"means a major portion of the entire System
, ("Customer"), having that performs specific functions or operations as described in the
a place of business at Technical and Implementation Documents.
enter into this Biometrics Products and 217 "System" means the Equipment, Software, services,
System Sales Agreement("Agreement"),pursuant to which Customer
will purchase and Seller will sell the System or Products, as supplies, and incidental hardware and materials combined together
described below.Seller and Customer may be referred to individually into a system as more fully described in the Technical and
as "party" and collectively as "parties." For good and valuable Implementation Documents.
consideration,the parties agree as follows: 2.18 "System Acceptance"means the Acceptance Tests have
SECTION 1. EXHIBITS been successfully completed.
The Exhibits listed below are incorporated into and made a part of SECTION 3. SCOPE OF AGREEMENT AND TERM
this Agreement. In interpreting this Agreement and resolving any 3.1. SCOPE OF WORK.For System sales,Seller will provide,
ambiguities, the main body of this Agreement will take precedence ship, install and test the System, and perform its other contractual
over the Exhibits and any inconsistency between Exhibits A through responsibilities,all in accordance with this Agreement.Customer will
E will be resolved in the order in which they are listed. perform its contractual responsibilities in accordance with this
Exhibit A-MorphoTrak"Software License Agreement" Agreement.For Product sales,Seller will provide,ship,and install(if
Exhibit B-"Payment Schedule" applicable) the Products, and perform its other contractual
responsibilities,all in accordance with this Agreement.Customer will
SECTION 2. DEFINITIONS perform its contractual responsibilities in accordance with this
Agreement.
Capitalized terms used in this Agreement shall have the following
meanings: 3.2. CHANGE ORDERS. Either party may request changes
within the general scope of this Agreement. If a requested change
2.1 "Acceptance Tests"means those tests described in the causes an increase or decrease in the cost or time required to
Acceptance Test Plan. perform this Agreement, Seller and Customer will agree to an
2.2 "Beneficial Use"means when Customer first uses the System equitable adjustment of the Contract Price,Performance Schedule,or
or a Subsystem for operational purposes (excluding training or both,and will reflect such adjustment in a change order.Neither party
is obligated to perform requested changes unless both parties
testing). execute a written change order.
2.3 "Contract Price" means the price for the System or 3.3. TERM.For System sales:Unless otherwise terminated in
Products, exclusive of any applicable sales or similar taxes and accordance with the provisions of this Agreement or extended by
freight charges. mutual agreement of the parties, the term of this Agreement shall
2.4 "Effective Date"means that date upon which the last party begin on the Effective Date and shall continue until the date of
to sign this Agreement has executed it. System Acceptance or expiration of the warranty period as set forth in
Section 9,whichever occurs last.For Product sales:Unless otherwise
2.5 "Equipment" means the equipment listed in the List of terminated in accordance with the provisions of this Agreement or
Deliverables or List of Products that Customer is purchasing from extended by mutual agreement of the parties, the term of this
Seller under this Agreement. Agreement shall begin on the Effective Date and shall continue until
the expiration of the warranty period or three (3) years from the
2.6 "Infringement Claim" means a third party claim alleging Effective Date,whichever occurs last.
that the Equipment manufactured by MorphoTrak or the MorphoTrak
Software infringes upon the third party's United States patent or 3.4. ADDITIONAL EQUIPMENT, SOFTWARE, OR
copyright. SERVICES. For three (3) years after the Effective Date of this
Agreement,Customer may order additional Equipment,Software,or
2.7 "MorphoTrak" means MorphoTrak, Inc., a Delaware services provided they are then available. Each order must refer to
corporation. this Agreement and must specify the pricing and delivery terms.
2.8 "MorphoTrak Software"means Software that MorphoTrak Notwithstanding any additional or contrary terms in the order, the
or Seller owns. applicable provisions of this Agreement(except for pricing,delivery,
passage of title and risk of loss to Equipment, warranty
2.9 "Non-MorphoTrak Software"means Software that a party commencement, and payment terms) will govern the purchase and
other than MorphoTrak or Seller owns. sale of the additional Equipment,Software,or services.Title and risk
of loss to additional Equipment will pass at shipment; warranty will
2.10 "Open Source Software" means software that has its commence upon delivery;and payment is due within twenty(20)days
underlying source code freely available to evaluate,copy,and modify. after the invoice date. Seller will send Customer an invoice as the
Open Source Software and the terms"freeware"or"shareware"are additional Equipment is shipped,Software is licensed,or services are
sometimes used interchangeably. performed.
2.11 "Printrak" means MorphoTrak, Inc., a Delaware 3.5. MAINTENANCE SERVICE.
corporation. 3.5.1. System Sales After the warranty period,
2.12 "Products"means the Equipment and Software provided Customer may purchase maintenance and support services for the
by Seller under this Agreement. Equipment and MorphoTrak Software by executing the Maintenance
and Support Agreement.
2.13 "Proprietary Rights" means the patents, patent 3.5.2. Product Sales This Agreement does not cover
applications, inventions,copyrights,trade secrets,trademarks,trade maintenance or support of the Products except as provided under the
names,mask works,know-how,and other intellectual property rights warranty. If Customer wishes to purchase maintenance or support,
in and to the Equipment and Software, including those created or Seller will provide a separate maintenance and support proposal
produced by MorphoTrak or Seller under this Agreement and any upon request.
corrections,bug fixes,enhancements,updates or modifications to or
derivative works from the Software whether made by MorphoTrak, 3.6. MORPHOTRAK SOFTWARE.Any MorphoTrak Software,
Printrak,or another party. including subsequent releases, is licensed to Customer solely in
accordance with the Software License Agreement.Customer hereby
2.14 "Software" means the MorphoTrak Software and Non- accepts and agrees to abide by all of the terms and restrictions of the
MorphoTrak Software in object code format that is furnished with the Software License Agreement.
System or Equipment and which may be listed on the List of
Deliverables or List of Products. 3.7. NON-MORPHOTRAK SOFTWARE. Any Non-
MorphoTrak Software is licensed to Customer in accordance with the
standard license,terms,and restrictions of the copyright owner on the
Reference:MTFL-A1 01 712-04B Page 4 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.moruhotrak.com
Effective Date unless the copyright owner has granted to MorphoTrak 5.4 INVOICING AND SHIPPING ADDRESSES. Invoices will
the right to sublicense the Non-MorphoTrak Software pursuant to the be sent to the Customer at the following address:
Software License Agreement, in which case it applies and the
copyright owner will have all of Licensor's rights and protections
under the Software License Agreement. MorphoTrak makes no
representations or warranties of any kind regarding Non-MorphoTrak
Software. Non-MorphoTrak Software may include Open Source
Software. All Open Source Software is licensed to Customer in
accordance with,and Customer agrees to abide by,the provisions of
the standard license of the copyright owner and not the Software
License Agreement.Upon request by Customer,MorphoTrak will use The city which is the ultimate destination where the Equipment will be
commercially reasonable efforts to (i) determine whether any Open delivered to Customer is:
Source Software will be provided under this Agreement;and if so,(ii)
identify the Open Source Software and provide to Customer a copy of The Equipment will be shipped to the Customer at the following
the applicable standard license(or specify where such license may address(insert if this information is known):
be found);and(iii)provide to Customer a copy of the Open Source
Software source code if it is publicly available without charge
(although a distribution fee or a charge for related services may be
applicable).
3.8. SUBSTITUTIONS. At no additional cost to Customer,
Seller reserves the right to substitute any Equipment, Software, or
services to be provided by Seller,provided that the substitute meets
or exceeds the Specifications and is of equivalent or better quality to Customer may change this information by giving written notice to
the Customer. Any such substitution will be reflected in a change MorphoTrak.
order.
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This SECTION 6. SITES AND SITE CONDITIONS
paragraph applies only if a "Priced Options" exhibit is shown in 6.1. ACCESS TO SITES. In addition to its responsibilities
Section 1 of this Agreement,or if the Parties amend this Agreement described elsewhere in this Agreement, Customer will provide (i) a
to add a Priced Options exhibit. During the term of the option as designated project manager; (ii) all necessary construction and
stated in the Priced Options exhibit(or if no term is stated,then for building permits,zoning variances,licenses,and any other approvals
one(1)year after the Effective Date),Customer shall have the right that are necessary to develop or use the sites;and(iii)access to the
and option to purchase the equipment,software,and related services work sites identified in the Technical and Implementation Documents
that are described and listed in the Priced Options exhibit.Customer as reasonably requested by Seller so that it may perform its duties in
may exercise this option by giving written notice to Seller which must accordance with the Performance Schedule and Statement of Work.
designate what equipment,software,and related services Customer
is selecting (including quantities, if applicable). To the extent they 6.2. SITE CONDITIONS. Customer will ensure that all work
apply, the terms and conditions of this Agreement will govern the sites it provides will be safe, secure, and in compliance with all
purchase of the selected equipment,software,and related services. applicable industry and OSHA standards. To the extent applicable
However,the parties acknowledge that certain contractual provisions and unless the Statement of Work specifically states to the contrary,
must be agreed upon,and they agree to negotiate those in good faith Customer will ensure that these work sites will have (i) adequate
promptly after Customer delivers to Seller the option exercise notice. physical space for the installation, use and maintenance of the
Examples of provisions that may need to be negotiated are:specific System; (ii) adequate air conditioning and other environmental
lists of deliverables, statements of work, acceptance test plans, conditions; (iii) adequate electrical power outlets, distribution and
delivery and implementation schedules,payment terms,maintenance equipment for the installation, use and maintenance of the System;
and support provisions,additions to or modifications of the Software and (iv) adequate telephone or other communication lines for the
License Agreement, hosting terms, and modifications to the installation, use and maintenance of the System, including modem
acceptance and warranty provisions. access, and adequate interfacing networking capabilities. Before
installing the Equipment or Software at a work site,Seller will inspect
SECTION 4. PERFORMANCE SCHEDULE the work site and advise Customer of any apparent deficiencies or
Seller and Customer agree that they will perform their respective non-conformities with the requirements of this Section.
responsibilities substantially in accordance with the Performance 6.3. SITE ISSUES. If Seller or Customer determines that the
Schedule.By executing this Agreement,Customer authorizes Seller sites identified in the Technical and Implementation Documents are
to proceed with performance of this Agreement. no longer available or desired, or if subsurface, structural, adverse
SECTION 5.CONTRACT PRICE,PAYMENT,AND INVOICING environmental or latent conditions at any site differ from those
indicated in the Technical and Implementation Documents,Seller and
5.1. CONTRACT PRICE.The Contract Price in U.S.dollars is Customer will promptly investigate the conditions and will select
SPELL OUT PRICE($_), or if applicable, the Contract Price is as replacement sites or adjust the installation plans and Specifications
stated in the Payment Schedule.A pricing summary may be included as necessary.If such change in sites or adjustment to the installation
with the Payment Schedule. If there is a reduction in the services, plans and Specifications causes a change in the cost or time to
Software, and/or Equipment quantities, it may affect the overall perform, the parties will equitably amend the Contract Price or
Contract Price,including discounts if applicable. Performance Schedule,or both,by a change order.
5.2. INVOICING AND PAYMENT. Seller will submit invoices SECTION 7. TRAINING
to Customer according to the Payment Schedule. Except for a Any training to be provided by Seller to Customer under this
payment that is due on the Effective Date, Customer will make Agreement will be described in a written training plan that is part of
payments to Seller within twenty (20) days after the date of each the Statement of Work. Customer will notify Seller immediately if a
invoice.Customer will make payments when due in the form of a wire date change for a scheduled training program is required. If Seller
transfer, check, or cashier's check from a U.S. financial institution. incurs additional costs because Customer reschedules a training
Overdue invoices will bear simple interest at the rate of ten percent program less than thirty (30) days before its scheduled start date,
(10%)per annum,unless such rate exceeds the maximum allowed by Seller is entitled to recover these additional costs.
law,in which case it will be reduced to the maximum allowable rate.
For Customer's reference,the Federal Tax Identification Number for SECTION 8. ACCEPTANCE
MorphoTrak,Inc.is 33-0154789.
8.1 SYSTEM ACCEPTANCE
5.3 FREIGHT, TITLE, AND RISK OF LOSS. All freight
charges will be pre-paid by Seller and added to the invoices.Title to 8.1.1 COMMENCEMENT OF ACCEPTANCE TESTING.Seller
the Equipment will pass to Customer upon shipment,except that title will provide to Customer at least ten (10) days notice before the
to Software will not pass to Customer at any time. Risk of loss will Acceptance Tests commence. System testing will occur only in
pass to Customer upon delivery of the Equipment to the Customer. accordance with the Acceptance Test Plan.
Seller will pack and ship all Equipment in accordance with good
commercial practices.
Reference:MTFL-A1 01 71 2-04B Page 5 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morohotrak.com
8.1.2. SYSTEM ACCEPTANCE. System Acceptance will occur shipment, Seller warrants the MorphoTrak Software in accordance
upon successful completion of the Acceptance Tests described in the with the terms of the Software License Agreement and the provisions
Acceptance Test Plan. Upon System Acceptance, the parties will of this Section that are applicable to the MorphoTrak Software.
memorialize this event by promptly executing a System Acceptance
Certificate. If the Acceptance Test Plan includes separate tests for 9.4. EXCLUSIONS TO EQUIPMENT AND MORPHOTRAK
individual Subsystems or phases of the System, acceptance of the SOFTWARE WARRANTIES. These warranties do not apply to: (i)
individual Subsystem or phase will occur upon the successful defects or damage resulting from use of the Equipment or
completion of the Acceptance Tests for such Subsystem or phase, MorphoTrak Software in other than its normal, customary, and
and the parties will promptly execute an acceptance certificate for the authorized manner; (ii) defects or damage occurring from misuse,
Subsystem or phase.If Customer believes that the System has failed accident, liquids, neglect, or acts of God; (iii) defects or damage
the completed Acceptance Tests, Customer will provide to Seller a occurring from testing,maintenance,disassembly,repair,installation,
written notice that includes the specific details of such failure. If alteration, modification, or adjustment not provided or authorized in
Customer does not provide to Seller such notice within ten (10) writing by Seller; (iv) breakage of or damage to antennas unless
business days after completion of the Acceptance Tests, System caused directly by defects in material or workmanship;(v)defects or
Acceptance will be deemed to have occurred as of the completion of damage caused by Customer's failure to comply with all applicable
the Acceptance Tests. Minor omissions or variances in the System industry and OSHA standards;(vi)Equipment that has had the serial
that do not materially impair the operation of the System as a whole number removed or made illegible;(vii)batteries(because they carry
will not postpone System Acceptance or Subsystem acceptance,but their own separate limited warranty); (viii) freight costs to ship
will be corrected according to a mutually agreed schedule. Equipment to the repair depot; (ix) scratches or other cosmetic
damage to Equipment surfaces that does not affect the operation of
8.1.3 BENEFICIAL USE.Customer acknowledges that Seller's the Equipment;and(x)normal or customary wear and tear.
ability to perform its implementation and testing responsibilities under
this Agreement may be impeded if Customer begins using the 9.5. WARRANTY CLAIMS. For Customer to assert a claim
System before System Acceptance. Therefore, Customer will not that the Equipment or MorphoTrak Software does not conform to
commence Beneficial Use before System Acceptance without Seller's these warranties,Customer must notify Seller in writing of the claim
prior written authorization, which Seller will not unreasonably before the expiration of the warranty period.. Upon receipt of such
withhold. Seller is not responsible for System performance notice,Seller will investigate the warranty claim. If this investigation
deficiencies that occur during unauthorized Beneficial Use. Upon confirms a valid warranty claim, Seller will (at its option and at no
commencement of Beneficial Use,Customer assumes responsibility additional charge to Customer) repair the defective Equipment or
for the use and operation of the System and payment in full is due. MorphoTrak Software,replace it with the same or equivalent product,
or refund the price of the defective Equipment or MorphoTrak
8.2 PRODUCT ACCEPTANCE Software. Such action will be the full extent of Seller's liability
hereunder. If this investigation indicates the warranty claim is not
8.2.1. Acceptance of the Products will occur upon delivery to valid,then Seller may invoice Customer for responding to the claim
Customer unless the Statement of Work provides for acceptance on a time and materials basis using Seller's current labor rates.
verification or testing,in which case acceptance of the Products will Repaired or replaced product is warranted for the balance of the
occur upon successful completion of the acceptance verification or original applicable warranty period.All replaced products or parts will
testing. Notwithstanding the preceding sentence, Customer's use of become the property of Seller.
the Products for their operational purposes will constitute acceptance.
9.6. ORIGINAL END USER IS COVERED. These express
SECTION 9.REPRESENTATIONS AND WARRANTIES limited warranties are extended by Seller to the original user
9.1. SYSTEM FUNCTIONALITY (System sales only). Seller purchasing the System or Products for commercial, industrial, or
represents that the System will perform in accordance with the governmental use only,and are not assignable or transferable.
Specifications in all material respects. Upon System Acceptance or 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE
Beneficial Use, whichever occurs first, this System functionality WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE
representation is fulfilled. Seller is not responsible for System EQUIPMENT AND MORPHOTRAK SOFTWARE PROVIDED
performance deficiencies that are caused by ancillary equipment not UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL
furnished by Seller attached to or used in connection with the System OTHER WARRANTIES. SELLER DISCLAIMS ALL OTHER
or for reasons beyond Seller's control, such as (i) an earthquake, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
adverse atmospheric conditions, or other natural causes; (ii) INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY
Customer changes to load usage or configuration outside the AND FITNESS FOR A PARTICULAR PURPOSE.
Specifications; or (iii) any acts of parties who are beyond Seller's
control. SECTION 10. DELAYS
9.2. EQUIPMENT WARRANTY. 10.1. FORCE MAJEURE.Neither party will be liable for its non-
performance or delayed performance if caused by a"Force Majeure"
9.2.1. System Sales For one(1)year from the date of which means an event, circumstance, or act of a third party that is
System Acceptance or Beneficial Use,whichever occurs first,Seller beyond a party's reasonable control,such as an act of God,an act of
warrants that the Equipment under normal use and service will be the public enemy,an act of a government entity,strikes or other labor
free from material defects in materials and workmanship. If System disturbances, hurricanes, earthquakes, fires, floods, epidemics,
Acceptance is delayed beyond six(6) months after shipment of the embargoes, war, riots, or any other similar cause. Each party will
Equipment by events or causes within Customer's control, this notify the other if it becomes aware of any Force Majeure that will
warranty expires eighteen (18) months after the shipment of the significantly delay performance. The notifying party will give such
Equipment. notice promptly (but in no event later than fifteen days) after it
9.2.2. Product Sales For one(1)year from the date of discovers the Force Majeure. If a Force Majeure occurs,the parties
shipment,Seller warrants that the Equipment under normal use and will execute a change order to extend the Performance Schedule for
service will be free from material defects in materials and a time period that is reasonable under the circumstances.
workmanship. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY
9.3. MORPHOTRAK SOFTWARE WARRANTY. CUSTOMER (System Sales Only). If the Performance Schedule is
delayed because of Customer(including any of its other contractors),
9.3.1 System Sales Unless otherwise stated in the (i) Customer will make the promised payments according to the
Software License Agreement, for one (1) year from the date of Payment Schedule as if no delay occurred; and (ii) the parties will
System Acceptance or Beneficial Use,whichever occurs first,Seller execute a change order to extend the Performance Schedule and,if
warrants the MorphoTrak Software in accordance with the terms of requested by Seller, compensate Seller for all reasonable charges
the Software License Agreement and the provisions of this Section 9 incurred because of such delay. Delay charges may include costs
that are applicable to the MorphoTrak Software. If System incurred by Seller or its subcontractors for additional freight,
Acceptance is delayed beyond six (6) months after shipment of the warehousing and handling of Equipment;extension of the warranties;
MorphoTrak Software by events or causes within Customer's control, travel;suspending and re-mobilizing the work;additional engineering,
this warranty expires eighteen(18)months after the shipment of the project management, and standby time calculated at then current
MorphoTrak Software. rates;and preparing and implementing an alternative implementation
plan.
9.3.2. Product Sales Unless otherwise stated in the
Software License Agreement, for one (1) year from the date of
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SECTION 11. DISPUTES indemnification of Customer from liabilities that are in any way related
11.1. SETTLEMENT PREFERRED. Seller and Customer, to Seller's performance under this Agreement.
through their respective project managers,will attempt to settle any 13.2. PATENT AND COPYRIGHT INFRINGEMENT.
dispute arising from this Agreement (except for a claim relating to
intellectual property or breach of confidentiality provisions) through 13.2.1. Seller will defend at its expense any suit brought against
consultation and negotiation in good faith and a spirit of mutual Customer to the extent that it is based on an Infringement Claim,and
cooperation.The dispute will be escalated to appropriate higher-level Seller will indemnify Customer for those costs and damages finally
managers of the parties, if necessary. If cooperative efforts fail,the awarded against Customer for an Infringement Claim.Seller's duties
dispute will be mediated by a mediator chosen jointly by Seller and to defend and indemnify are conditioned upon:(i)Customer promptly
Customer within thirty (30) days after notice by one of the parties notifying Seller in writing of such Infringement Claim;(ii)Seller having
demanding non-binding mediation. Seller and Customer will not sole control of the defense of such suit and all negotiations for its
unreasonably withhold consent to the selection of a mediator, and settlement or compromise; (iii) Customer providing to Seller
they will share the cost of the mediation equally. The parties may cooperation and,if requested by Seller,reasonable assistance in the
postpone mediation until they have completed some specified but defense of the Infringement Claim.
limited discovery about the dispute. The parties may also replace 13.2.2. If an Infringement Claim occurs, or in Seller's opinion is
mediation with some other form of non-binding alternative dispute likely to occur, Seller may at its option and expense procure for
resolution("ADR"). Customer the right to continue using the Equipment or MorphoTrak
11.2. LITIGATION.Any claim relating to intellectual property or Software,replace or modify it so that it becomes non-infringing while
breach of confidentiality provisions and any dispute that cannot be providing functionally equivalent performance, or grant Customer a
resolved between the parties through negotiation or mediation within credit for such Equipment or MorphoTrak Software as depreciated
two (2) months after the date of the initial demand for non-binding and accept its return. The depreciation amount will be calculated
mediation as described above in Section 11.1 may be submitted by based upon generally accepted accounting standards for such
either party to a court of competent jurisdiction in the state in which Equipment and MorphoTrak Software.
the System or Product is installed.Each party consents to jurisdiction 13.2.3. Seller will have no duty to defend or indemnify for any
over it by such a court. The use of ADR procedures will not be Infringement Claim that is based upon (i) the combination of the
considered under the doctrine of laches,waiver,or estoppel to affect Equipment or MorphoTrak Software with any software,apparatus or
adversely the rights of either party. Either party may resort to the device not furnished by Seller; (ii)the use of ancillary equipment or
judicial proceedings described in this section before the expiration of software not furnished by Seller and that is attached to or used in
the two-month ADR period if (i) good faith efforts to resolve the connection with the Equipment or MorphoTrak Software; (iii) any
dispute under these procedures have been unsuccessful; or (ii) Equipment that is not Seller's design or formula;(iv)a modification of
interim relief from the court is necessary to prevent serious and the MorphoTrak Software by a party other than Seller; or (v) the
irreparable injury to such party or any of its affiliates, agents, failure by Customer to install an enhancement release to the
employees,customers,suppliers,or subcontractors. MorphoTrak Software that is intended to correct the claimed
SECTION 12. DEFAULT AND TERMINATION infringement. The foregoing states the entire liability of Seller with
respect to infringement of patents and copyrights by the Equipment
12.1. DEFAULT BY A PARTY. If either party fails to perform a and MorphoTrak Software or any parts thereof.
material obligation under this Agreement, the other party may
consider the non-performing party to be in default(unless a Force SECTION 14. LIMITATION OF LIABILITY
Majeure causes such failure)and may assert a default claim by giving This limitation of liability provision shall apply notwithstanding any
the non-performing party a written and detailed notice of default. contrary provision in this Agreement. Except for personal injury or
Except for a default by Customer for failing to pay any amount when death,Seller's total liability,whether for breach of contract,warranty,
due under this Agreement which must be cured immediately, the negligence,strict liability in tort,indemnification,or otherwise,will be
defaulting party will have thirty(30)days after receipt of the notice of limited to the direct damages recoverable under law, but not to
default to either(i)cure the default or(ii)if the default is not curable exceed the price of the Equipment,Software,or services with respect
within thirty(30)days,to provide a written cure plan.The defaulting to which losses or damages are claimed.ALTHOUGH THE PARTIES
party will begin implementing the cure plan immediately after receipt ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR
of notice by the other party that it approves the plan. If Customer is DAMAGES,THEY AGREE THAT SELLER WILL NOT be liable for
the defaulting party,MorphoTrak may stop work on the project until it any commercial loss;inconvenience;loss of use,time,data,goodwill,
approves the Customer's cure plan. revenues, profits or savings; or other SPECIAL, incidental,
12.2. FAILURE TO CURE. If a defaulting party fails to cure the INDIRECT,OR consequential damages IN ANY WAY RELATED TO
default as provided above in Section 12.1,unless otherwise agreed in OR ARISING FROM THIS AGREEMENT,THE SALE OR USE OF
writing,the non-defaulting party may terminate any unfulfilled portion THE EQUIPMENT OR SOFTWARE,OR THE PERFORMANCE OF
of this Agreement. In the event of such termination, the defaulting SERVICES BY SELLER PURSUANT TO THIS AGREEMENT.This
party will promptly return to the non-defaulting party any of its limitation of liability will survive the expiration or termination of this
Confidential Information(as defined in Section 15.1). Agreement. No action for breach of this Agreement or otherwise
relating to the transactions contemplated by this Agreement may be
For System sales:If Customer is the non-defaulting party,terminates brought more than one (1) year after the accrual of such cause of
this Agreement as permitted by this Section, and completes the action,except for money due upon an open account.
System through a third party,Customer may as its exclusive remedy
recover from Seller either(i)the diminution of value of the System SECTION 15. CONFIDENTIALITY AND
due to the breach if it does not complete the System through a third PROPRIETARY RIGHTS
party,or(ii)the reasonable costs incurred to complete the System to 15.1. CONFIDENTIAL INFORMATION.
a capability not exceeding that specified in this Agreement less the
unpaid portion of the Contract Price if it completes the System 15.1.1. During the term of this Agreement, the parties may
through a third party.In either case,Customer agrees to use its best provide each other with Confidential Information.For the purposes of
efforts to mitigate damages and to provide Seller with detailed this Agreement, "Confidential Information" is any information o
records substantiating the damages claim. disclosed in written, graphic, verbal, or machine-recognizable form,
SECTION 13. INDEMNIFICATION and is marked, designated, labeled or identified at the time of
disclosure as being confidential or its equivalent;or if in verbal form is
13.1. GENERAL INDEMNITY BY SELLER.Seller will indemnify identified as confidential or proprietary at the time of disclosure and
and hold Customer harmless from any and all liability, expense, confirmed in writing within thirty (30) days of such disclosure.
judgment,suit,cause of action,or demand for personal injury,death, Notwithstanding any other provisions of this Agreement,Confidential
or direct damage to tangible property which may accrue against Information shall not include any information that: (i) is or becomes
Customer to the extent it is caused by the negligence of Seller, its publicly known through no wrongful act of the receiving party;(ii) is
subcontractors,or their employees or agents,while performing their already known to the receiving party without restriction when it is
duties under this Agreement, provided that Customer gives Seller disclosed; (iii) is, or subsequently becomes, rightfully and without
prompt, written notice of any such claim or suit. Customer shall breach of this Agreement,in the receiving party's possession without
cooperate with Seller in its defense or settlement of such claim or any obligation restricting disclosure;(iv) is independently developed
suit. This section sets forth the full extent of Seller's general by the receiving party without breach of this Agreement; or (v) is
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explicitly approved for release by written authorization of the 16.5. SEVERABILITY. If a court of competent jurisdiction
disclosing party. renders any provision of this Agreement(or portion of a provision)to
be invalid or otherwise unenforceable,that provision or portion of the
15.1.2. Each party will:(i)maintain the confidentiality of the other provision will be severed and the remainder of this Agreement will
party's Confidential Information and not disclose it to any third party, continue in full force and effect as if the invalid provision or portion of
except as authorized by the disclosing party in writing or as required the provision were not part of this Agreement.
by a court of competent jurisdiction; (ii) restrict disclosure of
Confidential Information to its employees who have a"need to know" 16.6. INDEPENDENT CONTRACTORS. Each party shall
and not copy or reproduce such Confidential Information; (iii) take perform its activities and duties hereunder only as an independent
necessary and appropriate precautions to guard the confidentiality of contractor.The parties and their personnel shall not be considered to
Confidential Information, including informing its employees who be employees or agents of the other party.Nothing in this Agreement
handle such Confidential Information that it is confidential and not to shall be interpreted as granting either party the right or authority to
be disclosed to others, but such precautions shall be at least the make commitments of any kind for the other. This Agreement shall
same degree of care that the receiving party applies to its own not constitute,create,or in any way be interpreted as a joint venture,
confidential information and shall not be less than reasonable care; partnership or formal business organization of any kind.
and(iv)use such Confidential Information only in furtherance of the
performance of this Agreement.Confidential Information is and shall 16.7. HEADINGS AND SECTION REFERENCES.The section
at all times remain the property of the disclosing party,and no grant headings in this Agreement are inserted only for convenience and are
of any proprietary rights in the Confidential Information is hereby not to be construed as part of this Agreement or as a limitation of the
given or intended, including any express or implied license, other scope of the particular section to which the heading refers. This
than the limited right of the recipient to use the Confidential Agreement will be fairly interpreted in accordance with its terms and
Information in the manner and to the extent permitted by this conditions and not for or against either party.
Agreement. 16.8. GOVERNING LAW. This Agreement and the rights and
15.2. PRESERVATION OF PROPRIETARY RIGHTS. duties of the parties will be governed by and interpreted in
accordance with the laws of the State in which the System is installed
15.2.1. MorphoTrak, the third party manufacturer of any or the State where the Product is delivered.
Equipment, and the copyright owner of any Non-MorphoTrak
Software own and retain all of their respective Proprietary Rights in 16.9. ENTIRE AGREEMENT. This Agreement, including all
the Equipment and Software. Nothing in this Agreement is intended Exhibits,constitutes the entire agreement of the parties regarding the
to restrict the Proprietary Rights of MorphoTrak,any copyright owner subject matter hereof and supersedes all previous agreements,
of Non-MorphoTrak Software, or any third party manufacturer of proposals, and understandings, whether written or oral, relating to
Equipment. All intellectual property developed, originated, or such subject matter. This Agreement may be altered, amended, or
prepared by MorphoTrak in connection with providing to Customer modified only by a written instrument signed by authorized
the Equipment, Software, or related services remain vested representatives of both parties.The preprinted terms and conditions
exclusively in MorphoTrak, and this Agreement does not grant to found on any Customer purchase order, acknowledgment or other
Customer any shared development rights of intellectual property. form will not be considered an amendment or modification of this
Agreement, even if a representative of each party signs such
15.2.2. Except as explicitly provided in the Software License document.
Agreement,nothing in this Agreement will be deemed to grant,either
directly or by implication, estoppel, or otherwise, any right, title or 16.10. NOTICES. Notices required under this Agreement to be
interest in the Proprietary Rights of MorphoTrak or Seller.Customer given by one party to the other must be in writing and either delivered
agrees not to modify, disassemble, peel components, decompile, in person or sent to the address shown below by certified mail,return
otherwise reverse engineer or attempt to reverse engineer, derive receipt requested and postage prepaid (or by a recognized courier
source code or create derivative works from,adapt,translate,merge service with an asset tracking system, such as Federal Express,
with other software, reproduce,or export the Software,or permit or UPS,or DHL),or by facsimile with correct answerback received,and
encourage any third party to do so.The preceding sentence shall not shall be effective upon receipt:
apply to Open Source Software which is governed by the standard Customer
license of the copyright owner.
SECTION 16. MISCELLANEOUS
16.1. TAXES.The Contract Price does not include any amount
for federal, state, or local excise, sales, lease, service, rental, use,
property, occupation, or other taxes, assessments or duties (other
than federal,state,and local taxes based on Seller's income or net
worth), all of which will be paid by Customer except as exempt by
law.If Seller is required to pay or bear the burden of any such taxes, MorphoTrak
it will send an invoice to Customer and Customer will pay to it the
amount of such taxes(including any applicable interest and penalties)
within twenty(20)days after the date of the invoice.Customer will be
solely responsible for reporting the Equipment for personal property
tax purposes.
16.2. ASSIGNABILITY. Neither party may assign this
Agreement without the prior written consent of the other party,except
that Seller may assign this Agreement to any successor of Seller's 16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party
biometrics business or to any party acquiring the assets used by will comply with all applicable federal, state, and local laws,
Seller in conducting such biometrics business or otherwise regulations and rules concerning the performance of this Agreement
performing Seller's obligations under this Agreement.. or use of the System or Product.
16.3. SUBCONTRACTING.Seller may subcontract any portion
of the work,but such subcontracting will not relieve Seller of its duties
under this Agreement.
16.4 WAIVER.Failure or delay by either party to exercise any
right or power under this Agreement will not operate as a waiver of
such right or power.For a waiver of a right or power to be effective,it
must be in writing signed by the waiving party.An effective waiver of
a right or power shall not be construed as either (i) a future or
continuing waiver of that same right or power,or(ii)the waiver of any
other right or power.
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16.12. AUTHORITY TO EXECUTE AGREEMENT. Each party
represents to the other that (i) it has obtained all necessary MORPHOTRAK,INC.("SELLER"):
approvals,consents and authorizations to enter into this Agreement
and to perform its duties under this Agreement; (ii) the person
executing this Agreement on its behalf has the authority to do so;(iii)
upon execution and delivery of this Agreement by the parties,it is a
valid and binding contract,enforceable in accordance with its terms;
and(iv)the execution,delivery,and performance of this Agreement
does not violate any bylaw,charter,regulation,law or any governing Signed
authority of the party. Name Barry Fisher
16.13. PREVAILING PARTY. In the event of any dispute arising Title Senior Sales Director
out of the subject matter of this Agreement,the prevailing party shall
recover, in addition to any other damages assessed, its reasonable Date October 15.2013
attorneys' fees and court costs incurred in arbitrating, litigating, or
otherwise settling or resolving such dispute.
16.14. SURVIVAL OF TERMS. The following provisions shall
survive the expiration or termination of this Agreement for any NAME("CUSTOMER")
reason: Section 3.6 (MorphoTrak Software); Section 3.7 (Non-
MorphoTrak Software);if any payment obligations exist,Sections 5.1 Signed
and 5.2 (Contract Price and Invoicing and Payment); Section 11
(Disputes); Section 14 (Limitation of Liability); Section 15 Name
(Confidentiality and Proprietary Rights); and all of the General
provisions in Section 16. Title
SECTION 17. AGREEMENT EXECUTION Date
The parties hereby enter into this Agreement as of the Effective Date.
EXHIBIT A
MorphoTrak and Licensee enter into this Agreement in connection
SOFTWARE LICENSE AGREEMENT with MorphoTrak's delivery of certain proprietary Software or products
containing embedded or pre-loaded proprietary Software,or both.
In this Exhibit A,the term"Licensor"means MorphoTrak,Inc., This Agreement contains the terms and conditions of the license
("MorphoTrak");"Licensee,"means the Customer;"Primary MorphoTrak is providing to Licensee,and Licensee's use of the
Agreement"means the agreement to which this exhibit is attached Software and Documentation.
(Biometrics Products and System Sales Agreement);and
"Agreement"means this Exhibit and the applicable terms and SECTION 3. GRANT OF LICENSE
conditions contained in the Primary Agreement.The parties agree as
follows: 3.1. Subject to the provisions of this Agreement and the
payment of applicable license fees,MorphoTrak grants to Licensee a
For good and valuable consideration,the parties agree as follows: personal,limited,non-transferable(except as permitted in Section 7)
and non-exclusive license under MorphoTrak's copyrights and
SECTION 1. DEFINITIONS Confidential Information(as defined in the Primary Agreement)
1.1 "Designated Products"means products provided by embodied in the Software to use the Software,in object code form,
MorphoTrak to Licensee with which or for which the Software and and the Documentation solely in connection with Licensee's use of
Documentation is licensed for use. the Designated Products.This Agreement does not grant any rights
to source code.
1.2 "Documentation"means product and software 3.2. If the Software licensed under this Agreement contains or
documentation that specifies technical and performance features and is derived from Open Source Software,the terms and conditions
capabilities,and the user,operation and training manuals for the governing the use of such Open Source Software are in the Open
Software(including all physical or electronic media upon which such Source Software Licenses of the copyright owner and not this
information is provided). Agreement.If there is a conflict between the terms and conditions of
1.3 "Open Source Software"means software with either freely this Agreement and the terms and conditions of the Open Source
obtainable source code,license for modification,or permission for Software Licenses governing Licensee's use of the Open Source
free distribution. Software,the terms and conditions of the license grant of the
applicable Open Source Software Licenses will take precedence over
1.4 "Open Source Software License"means the terms or the license grants in this Agreement.If requested by Licensee,
conditions under which the Open Source Software is licensed. MorphoTrak will use commercially reasonable efforts to:(i)determine
whether any Open Source Software is provided under this
1.5 "Primary Agreement"means the agreement to which this Agreement;(ii)identify the Open Source Software and provide
exhibit is attached(Biometrics Products and System Sales Licensee a copy of the applicable Open Source Software License(or
Agreement). specify where that license may be found);and,(iii)provide Licensee
1.6 "Security Vulnerability"means a flaw or weakness in a copy of the Open Source Software source code,without charge,if it
system security procedures,design,implementation,or internal is publicly available(although distribution fees may be applicable).
controls that could be exercised(accidentally triggered or intentionally SECTION 4. LIMITATIONS ON USE
exploited)and result in a security breach such that data is
compromised,manipulated or stolen or the system damaged. 4.1. Licensee may use the Software only for Licensee's
internal business purposes and only in accordance with the
1.7 "Software"(i)means proprietary software in object code Documentation.Any other use of the Software is strictly prohibited.
format,and adaptations,translations,de-compilations,disassemblies, Without limiting the general nature of these restrictions,Licensee will
emulations,or derivative works of such software;(ii)means any not make the Software available for use by third parties on a"time
modifications,enhancements,new versions and new releases of the sharing,""application service provider,"or"service bureau"basis or
software provided by MorphoTrak;and(iii)may contain one or more for any other similar commercial rental or sharing arrangement.
items of software owned by a third party supplier.The term
"Software"does not include any third party software provided under 4.2. Licensee will not,and will not allow or enable any third
separate license or third party software not licensable under the party to:(i)reverse engineer,disassemble,peel components,
terms of this Agreement. decompile,reprogram or otherwise reduce the Software or any
portion to a human perceptible form or otherwise attempt to recreate
SECTION 2. SCOPE the source code;(ii)modify,adapt,create derivative works of,or
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merge the Software;(iii)copy,reproduce,distribute,lend,or lease accomplish the same objective,or terminate the license and refund
the Software or Documentation to any third party,grant any the Licensee's paid license fee.
sublicense or other rights in the Software or Documentation to any
third party,or take any action that would cause the Software or 6.3. Warranty claims are described in the Primary Agreement.
Documentation to be placed in the public domain;(iv)remove,or in 6.4. The express warranties set forth in this Section 6 are in
any way alter or obscure,any copyright notice or other notice of lieu of,and MorphoTrak disclaims,any and all other warranties
MorphoTrak's proprietary rights;(v)provide,copy,transmit,disclose, (express or implied,oral or written)with respect to the Software or
divulge or make the Software or Documentation available to,or Documentation,including,without limitation,any and all implied
permit the use of the Software by any third party or on any machine warranties of condition,title,non-infringement,merchantability,or
except as expressly authorized by this Agreement;or(vi)use,or fitness for a particular purpose or use by Licensee(whether or not
permit the use of,the Software in a manner that would result in the MorphoTrak knows,has reason to know,has been advised,or is
production of a copy of the Software solely by activating a machine otherwise aware of any such purpose or use),whether arising by law,
containing the Software.Licensee may make one copy of Software to by reason of custom or usage of trade,or by course of dealing.In
be used solely for archival,back-up,or disaster recovery purposes; addition,MorphoTrak disclaims any warranty to any person other
provided that Licensee may not operate that copy of the Software at than Licensee with respect to the Software or Documentation.
the same time as the original Software is being operated.Licensee
may make as many copies of the Documentation as it may SECTION 7. TRANSFERS
reasonably require for the internal use of the Software.
Licensee will not transfer the Software or Documentation to any third
4.3. Unless otherwise authorized by MorphoTrak in writing, party without MorphoTrak's prior written consent.MorphoTrak's
Licensee will not,and will not enable or allow any third party to:(i) consent may be withheld at its discretion and may be conditioned
install a licensed copy of the Software on more than one unit of a upon transferee paying all applicable license fees and agreeing to be
Designated Product;or(ii)copy onto or transfer Software installed in bound by this Agreement.
one unit of a Designated Product onto another device.Licensee may
temporarily transfer Software installed on a Designated Product to SECTION 8. TERM AND TERMINATION
another device if the Designated Product is inoperable or
malfunctioning,if Licensee provides written notice to MorphoTrak of 8.1 Licensee's right to use the Software and Documentation
the temporary transfer and identifies the device on which the will begin when the Primary Agreement is signed by both parties and
Software is transferred.Temporary transfer of the Software to will continue for the life of the Designated Products with which or for
another device must be discontinued when the original Designated which the Software and Documentation have been provided by
Product is returned to operation and the Software must be removed MorphoTrak,unless Licensee breaches this Agreement,in which
from the other device.Licensee must provide prompt written notice to case this Agreement and Licensee's right to use the Software and
MorphoTrak at the time temporary transfer is discontinued. Documentation may be terminated immediately upon notice by
MorphoTrak.
SECTION 5. OWNERSHIP AND TITLE
8.2 Within thirty(30)days after termination of this Agreement,
MorphoTrak,its licensors,and its suppliers retain all of their Licensee must certify in writing to MorphoTrak that all copies of the
proprietary rights in any form in and to the Software and Software have been removed or deleted from the Designated
Documentation,including,but not limited to,all rights in patents, Products and that all copies of the Software and Documentation have
patent applications,inventions,copyrights,trademarks,trade secrets, been returned to MorphoTrak or destroyed by Licensee and are no
trade names,and other proprietary rights in or relating to the longer in use by Licensee.
Software and Documentation(including any corrections,bug fixes,
enhancements,updates,modifications,adaptations,translations,de- 8.3 Licensee acknowledges that MorphoTrak made a
compilations,disassemblies,emulations to or derivative works from considerable investment of resources in the development,marketing,
the Software or Documentation,whether made by MorphoTrak or and distribution of the Software and Documentation and that
another party,or any improvements that result from MorphoTrak's Licensee's breach of this Agreement will result in irreparable harm to
processes or,provision of information services). MorphoTrak for which monetary damages would be inadequate.If
Licensee breaches this Agreement,MorphoTrak may terminate this
No rights are granted to Licensee under this Agreement by Agreement and be entitled to all available remedies at law or in equity
implication,estoppel or otherwise,except for those rights which are (including immediate injunctive relief and repossession of all non-
expressly granted to Licensee in this Agreement.All intellectual embedded Software and associated Documentation unless Licensee
property developed,originated,or prepared by MorphoTrak in is a Federal agency of the United States Government).
connection with providing the Software,Designated Products,
Documentation or related services,remains vested exclusively in SECTION 9.UNITED STATES GOVERNMENT LICENSING
MorphoTrak,and Licensee will not have any shared development or PROVISIONS&RESTRICTED RIGHTS LEGEND
other intellectual property rights. This Section applies if Licensee is the United States Government or a
United States Government agency. Licensee's use, duplication or
SECTION 6.LIMITED WARRANTY;DISCLAIMER OF WARRANTY disclosure of the Software and Documentation under MorphoTrak's
copyrights or trade secret rights is subject to the restrictions set forth
6.1. If Licensee is not in breach of any of its obligations under in subparagraphs (c)(1) and (2) of the Commercial Computer
this Agreement,MorphoTrak warrants that the unmodified Software, Software-Restricted Rights clause at FAR 52.227-19(JUNE 1987),if
when used properly and in accordance with the Documentation and applicable, unless they are being provided to the Department of
this Agreement,will be free from a reproducible defect that eliminates Defense. If the Software and Documentation are being provided to
the functionality or successful operation of a feature critical to the the Department of Defense,Licensee's use,duplication,or disclosure
primary functionality or successful operation of the Software.Whether of the Software and Documentation is subject to the restricted rights
a defect occurs will be determined by MorphoTrak solely with set forth in subparagraph(c)(1)(ii)of the Rights in Technical Data and
reference to the Documentation.MorphoTrak does not warrant that Computer Software clause at DFARS 252.227-7013 (OCT 1988), if
Licensee's use of the Software or the Designated Products will be applicable. The Software and Documentation may or may not include
uninterrupted,error-free,completely free of Security Vulnerabilities, a Restricted Rights notice,or other notice referring to this Agreement.
or that the Software or the Designated Products will meet Licensee's The provisions of this Agreement will continue to apply, but only to
particular requirements.MorphoTrak makes no representations or the extent that they are consistent with the rights provided to the
warranties with respect to any third party software included in the Licensee under the provisions of the FAR or DFARS mentioned
Software. above, as applicable to the particular procuring agency and
6.2 MorphoTrak's sole obligation to Licensee and Licensee's procurement transaction.
exclusive remedy nder this warrant is to use reasonable efforts to
y y SECTION 10. CONFIDENTIALITY
remedy any material Software defect covered by this warranty.These
efforts will involve either replacing the media or attempting to correct Licensee acknowledges that the Software and Documentation
significant,demonstrable program or documentation errors or contain MorphoTrak's valuable proprietary and Confidential
Security Vulnerabilities.If MorphoTrak cannot correct the defect Information and are MorphoTrak's trade secrets, and that the
within a reasonable time,then at MorphoTrak's option,MorphoTrak provisions in the Primary Agreement concerning Confidential
will replace the defective Software with functionally-equivalent Information apply.
Software,license to Licensee substitute Software which will
Reference:MTFL-A1 01 712-04B Page 10 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morphotrak.com
SECTION 11. GENERAL
11.1. COPYRIGHT NOTICES. The existence of a copyright
notice on the Software will not be construed as an admission or
presumption of publication of the Software or public disclosure of any
trade secrets associated with the Software.
11.2. COMPLIANCE WITH LAWS. Licensee acknowledges
that the Software is subject to the laws and regulations of the United
States and Licensee will comply with all applicable laws and
regulations, including export laws and regulations of the United
States. Licensee will not, without the prior authorization of
MorphoTrak and the appropriate governmental authority of the United
States,in any form export or re-export,sell or resell,ship or reship,or
divert,through direct or indirect means,any item or technical data or
direct or indirect products sold or otherwise furnished to any person
within any territory for which the United States Government or any of
its agencies at the time of the action, requires an export license or
other governmental approval. Violation of this provision is a material
breach of this Agreement.
11.3. GOVERNING LAW. This Agreement is governed by the
laws of the United States to the extent that they apply and otherwise
by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity,or the internal
substantive laws of the State of Delaware if Licensee is not a
sovereign government entity. The terms of the U.N.Convention on
Contracts for the International Sale of Goods do not apply. In the
event that the Uniform Computer Information Transaction Act, any
version of this Act,or a substantially similar law(collectively"UCITA")
becomes applicable to a party's performance under this Agreement,
UCITA does not govern any aspect of this Agreement or any license
granted under this Agreement, or any of the parties' rights or
obligations under this Agreement. The governing law will be that in
effect prior to the applicability of UCITA.
11.4. THIRD PARTY BENEFICIARIES. This Agreement is
entered into solely for the benefit of MorphoTrak and Licensee. No
third party has the right to make any claim or assert any right under
this Agreement, and no third party is deemed a beneficiary of this
Agreement. Notwithstanding the foregoing,any licensor or supplier
of third party software included in the Software will be a direct and
intended third party beneficiary of this Agreement.
11.5. PREVAILING PARTY. In the event of any dispute arising
out of the subject matter of this Agreement,the prevailing party shall
recover, in addition to any other damages assessed, its reasonable
attorneys' fees and court costs incurred in arbitrating, litigating, or
otherwise settling or resolving such dispute.
11.6 SURVIVAL. Sections 4,5,6.3,7,8,9,10,and 11 survive
the termination of this Agreement.
Reference:MTFL-A1 01 712-04B Page 11 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morohotrak.com
PA YMENT SCHEDULE
EXHIBIT B
This quote is subject to the following
1. One hundred percent (100%) of the purchase
price due at delivery.
2. Payment net twenty (20) days from receipt of
invoice.'
Customer's payment shall be due and payable no later
than twenty(20)days after date of MorphoTrak's invoice.
MorphoTrak will accept a check payable to MorphoTrak,Inc
or a wire transfer drawn on a United States financial
institution.Any payment not received by MorphoTrak on the
twenty-first day shall accrue interest compounded at one and
one-half percent(1-1/2%)per month.Any collection or
attorney's fees incurred by MorphoTrak seeking to enforce
payment under this Agreement shall be reimbursed by
Customer.
Reference:MTFL-A1 01 712-04B Page 12 of 12
MorphoTrak•CORPORATE HEADQUARTERS:113 South Columbus Street Suite 400•Alexandria,VA 22314 U.S.A.• www.morohotrak.com
i
SAFRAN
MorphoTrak
1.250 N.Tustin Ave.
Anaheim,CA 92807
Tel: (714)238-2000
Fax:(714)238-2078
October 30,.2013
Juan Pedroso
Miami Beach Police Department
1100 Washington Avenue
Miami Beach, FL 33139
RE: Sole Source
Dear Mr. Pedroso,
MorphoTrak, Inc. is the leader in Automated Fingerprint Identification Systems Worldwide. Our equipment
is manufactured and integrated at 1.250 North Tustin Avenue Anaheim, CA 92807.The systems we
manufacture are a combination of commercial off-the-shelf products and proprietary hardware and
software components,which combine to make up the Latent Stations we sell and deliver to law
enforcement agencies. Such is the case with the system located at the Miami Beach Police Department.
By nature of the proprietary hardware and software components and the overall system design,there are
currently no other-companies authorized to perform maintenance services on our systems. Therefore, our
support contracts must be considered a sole source item of procurement for the Miami Beach Police
Department and any other agency that requires support services to be performed on their AFIS products.
Thank you for your-continued support of MorphoTrak. We look forward to a long partnership with you.
Sincerely,
Victor Bennett
Contracts Administration Specialist
MorphoTrak, Inc.
Sole Source Letter 1 ver.5.14.09
/ N
SAFRAN
MorphoTrak
1250 N.Tustin Ave.
Anaheim,CA 92807
Tel:(714)238-2000
Fax:(714)238-2078
November 13, 2013
Juan Pedroso
Miami Beach Police Department
Dear Mr. Pedroso :
The acquisition by Sagem Securite of the Biometrics division of Motorola (also known
as Printrak, a Motorola Company) came into effect on April 9, 2009. As a result,
Sagem Morpho, Inc. acquired the assets of Motorola's Printrak Biometric division and
subsequently changed its corporate name to MorphoTrak, Inc. on April 13, 2009. In
completing the transaction, MorphoTrak's shares were transferred internally within
the Safran group making MorphoTrak a wholly owned subsidiary of Safran USA.
Attached is an Information Guide with pertinent data that will help you with this
transition.
Sincerely,
1
Victor BENNElT
Contracts Administration Specialist
Support&Test Business Unit
T(714)575-2964
F(714)237.0050
E victor.bennett(amorpho.com
1250 N.Tustin Ave
Anaheim,GA 92807
www.morpho.com
f
SAFRAN
MorphoTrak
1250 N.Tustin Ave.
Anaheim,CA 92807
Tel:(714)238-2000
Fax.(714)238-2078
INFORMATION GUIDE
MorghoTrak`s FEIN, DUNS Numbers
FEIN 33-0154789
DUNS 14-855-3712
Trade References
Scansource Bacon Industries Arrow Electronic Inc
4050 East Cotton Blvd 192 Pleasant Street 6675 Parkland Blvd
Phoenix, AZ 85040 Watertown, MA 02472 Solon, OH 44139
(800) 861-9604 {617) 926-2550 (440)498-6700
(602) 437-1910 fax (617) 926-2022 Fax
Purchase Orders
Please continue to send your purchase orders to:
1250 N. Tustin Ave.
Anaheim, CA 92807
Remit Address
The new remit to address is:
33405 8th Avenue South
f
Federal Way,WA U.S.A. 98003
Customer Customer Support ReauestsReauests
All.customer support requests should continue to be logged with the Printrak Division
Customer Support Center at(800) 734-6241, cscenter @morpho.com.
® RESOLUTION NO. 2005-25983
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI REACH, FLORIDA, APPROVING AND AUTHORIZING
THE ADMINISTRATION TO ISSUE A PURCHASE ORDER TO
MOTOROLA, AS THE SOLE SOURCE PROVIDER OF THE
OMNITRAK LATENT STATION, FOR THE POLICE DEPARTMENT'S
FINGERPRINT AND PALM PRINT SYSTEM, IN THE ESTIMATED
AMOUNT OF $939100.00.
WHEREAS, the Florida Department of Law Enforcement (FDLE) is in the
process of replacing their Criminal History System and the Automated Fingerprint
Identification System (AFIS) and is working with Motorola for the implementation of this
upgraded system; and
WHEREAS, the City's AFIS System interfaces with the Miami-Dade Police
Department (MDPD) central AFIS site, whereby the City's Police Department runs
fingerprint checks locally, prior to submitting them to the FDLE; and
and WHEREAS, the MDPD AFIS system is connected to the FDLE AFIS System;
®
WHEREAS,so as not to lose connectivity with the State pursuant to the FDLE's
new system, the MDPD is upgrading all of their AFIS components to the Motorola
Omnitrak Latent Station package, which will be operational in early December 2005;
and
WHEREAS, once MDPD completes this change in equipment, the City will no
longer be able to run fingerprint checks locally or at the State level, due to system
compatibility issues; and
WHEREAS, in order to maintain the compatibility and the capability of performing
latent fingerprint comparisons through interfacing with both the County and State
databases, the City's Police Department must upgrade the existing Motorola System to
the Motorola Omnitrak AFIS; and
WHEREAS, as provided pursuant to Section 2-367 (d) of the Miami Beach City
Code, the Administration has determined that Motorola meets the requirements for sole
source provider of the Omnitrak Latent Station, for the Police Department's fingerprint
and palm print system and would therefore recommend that a purchase order be issued
to Motorola, in the estimated amount of$93,100.00.
•
NOW, THEREFORE, BE IT DULY RESOLVED, BY THE MAYOR AND THE
CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and
City Commission, hereby approve and authorize the Administration to issue a Purchase
Order to Motorola, as the sole source provider of the Omnitrak Latent Station, for the
Police. Department's fingerprint and palm print system, a es." ated amount of
$939100.00.
PASSED and ADOPTED this Stn day f Septe r, 0 5
f
E A
A EST: David Dermer
CITY CLERIC
Robert Parcher
APPROVED AS TO
FORM&LANGUAGE
&FOR EXEC TION
Ci
Aktome Date
T:\AGENDA\2005\Septo8\consent\MotorolaReso.doc
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Of The Mayor and City Commission Of The City Of Miami Beach,Approving The Administration To
Issue a Purchase Order to Motorola, The Sole Source Provider of the Omnitrak Latent Station,for the Police
Department's Fingerprint and Palm Print System,in the Estimated Amount of $93,100.
Issue:
Shall the Commission Adopt the Resolution?
Item Summa /Recommendation:
The Florida Department of Law Enforcement(FDLE) is in the process of replacing their Criminal History
System and the Automated Fingerprint Identification System (AFIS)and is working with Motorola for the
implementation of this upgraded system. The City's AFIS System interfaces with the Miami-Dade Police
Department(MDPD)central AFIS site,whereby the City's Police Department runs fingerprint checks locally,
prior to submitting them to the FDLE. In turn, the MDPD AFIS system is connected to the FDLE AFIS
System.
So as not to lose connectivity with the State pursuant to the FDLE's new system,the MDPD is upgrading all
of their AFIS components to the Motorola Omnitrak Latent Station package,which will be operational in early
December 2005. Once MDPD completes this change in equipment, the City will no longer be able to run
fingerprint checks locally or at the State level, due to system compatibility issues.
In order to maintain the compatibility and the capability of performing latent fingerprint comparisons through
interfacing with both the County and State databases,the City's Police Department must upgrade the existing
Motorola System to the Motorola Omnitrak AFIS.
® Motorola is the owner of the software and the design, as well as the sole provider of the MDPD AFIS
expansion. No other vendor can interface with, or modify,the Motorola equipment that is in place.
ADOPT THE RESOLUTION
Advisory Board Recommendation:
NIA
Financial Information:
Source of Amount Account Approved
Funds:
Police Confiscation Account
$93,100.00 #603-4750-000674
Total $93,100.00
City Clerk's Office Legislative Tracking:
Gus Lopez, Ext 6641
Sign-Offs:
'Departme4pi rector Assistant City Manager City.Manager
GL JMG
T:\AGENDA\2005\SeptO8\Consen6MotorolaSummary.doc
AGENDA ITEM C 7 D I
DATE
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FLORIDA 33139
® www.miamibeachfi.gov
COMMISSION MEMORANDUM
To: Mayor David Dermer and Date: September 8, 2005
Members of the City Commission
From: Jorge M.Gonzalez
City Manager
Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO ISSUE
A PURCHASE ORDER TO MOTOROLA,AS THE SOLE SOURCE PROVIDER
OF THE OMNITRAK LATENT STATION,FOR THE POLICE DEPARTMENT'S
FINGERPRINT AND PALM PRINT SYSTEM, IN THE ESTIMATED AMOUNT
OF $93,100.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
FUNDING
$93,100 Funding is available from the Police Confiscation Account Number 603-
® 4750-000674.
ANALYSIS
The Florida Department of Law Enforcement (FDLE) is in the process of replacing their
Criminal History System and the Automated Fingerprint Identification System(AFIS)and is
working with Motorola for the implementation of this upgraded system. The City's AFIS
System interfaces with the Miami-Dade Police Department (MDPD) central AFIS site,
whereby the City's Police Department runs fingerprint checks locally, prior to submitting
them to the FDLE. In turn, the MDPD AFIS system is connected to the FDLE AFIS
System.
So as not to lose connectivity with the State pursuant to the FDLE's new system, the
MDPD is upgrading all of their AFIS components to the Motorola Omnitrak Latent Station
package, which will be operational in early December 2005. Once MDPD completes this
change in equipment, the City will no longer be able to run fingerprint checks locally or at
the State level, due to system compatibility issues. Miami-Dade County waived competitive
bidding for their system upgrade, citing Motorola's proprietary software and design.
In order to maintain the compatibility and the capability of performing latent fingerprint
comparisons through interfacing with both the County and State databases, the City's
Police Department must upgrade the existing Motorola System to the Motorola Omnitrak
AFIS. This upgrade will provide access to up to 1.8 million fingerprint records, 800,000
palm prints and 130, 000 latent finger and palm prints. The Police Department does not
presently have access to palm print data. This system will archive all fingerprint records,
thus eliminating hand cards and allowing for a paperless process. Fingerprint data will be
® available online and can be printed, as required, for comparison.
®' While there are other AFIS vendors that market fingerprint systems, currently all AFIS
systems in Florida are Motorola. Motorola is the owner of the software and the design, as
well as the sole provider of the MDPD AFIS expansion. No other vendor can interface
with, or modify, the Motorola equipment that is in place.
CONCLUSION
The Administration recommends that the Mayor and City Commission adopt the attached
resolution, approving and authorizing the issuance of a Purchase Orderto Motorola,as the
sole source provider of the Omnitrak Latent Station,for the Police Department's fingerprint
and palm print system, in the estimated amount of$93,100.
T:\AGENDA\2005\SeptO8\Consent\MotorolaMemo.doc
I
, 4
MOr®RoLA
22 August 2005
Pamela Leja
Purchasing
Miami Beach Police Department
1100 Washington Avenue
Miami Beach,FL 33139
Tel: (305)673-7479
Email:pamelaleja @miamibeachfl.gov
Re: Sole Source Justification for Motorola Printrak"m Latent Station
Ref: 00-0508-17
Sent via: Email
Dear..Ms. Leja:
Motorola,Inc. (Motorola)is pleased to provide the Miami Beach Police Department(MBPD)
with the following justification to procure a Motorola PrintrakTM Latent Station(Latent
Station)to connect to Miami-Dade on a sole source basis from Motorola.
Motorola is the owner and sole developer of the Latent Station. Motorola also has exclusive
territory rights for providing such a system to the MBPD.No other vendor has access to the
proprietary software that is needed to expand the livescan network,interfaces and workflow.
Motorola has a strong local support presence and can guarantee prompt resolution of
problems with the Latent Station. Motorola can only offer this level of support for a Motorola
provided product. By taking complete responsibility,Motorola provides this reassurance,
avoiding the debate or delay caused when multiple vendors supply components of a
networked AFIS system.
Motorola looks forward to the opportunity to provide expanded functionality to MBPD.
Should you require further information on our comprehensive solution, please contact George
Hodges at(617) 590-2618. We look forward to talking with you further.
Si cerely,
Robert A. Knowlton
MCEI Vice President and Director System Integration
Government&Enterprise Mobility Solutions
Motorola,Inc. -
www.motorola.com/biometrics
Motorola,Inc. Mesh&Applications Solutions Division
1250 North Tustin Avenue,Anaheim,CA 92807 U.S.A.Tel:+1 714 238 2000
Motorola Confidential-Proprietary