HomeMy WebLinkAboutIT17-223 - Original - VeriPic, Inc. - PD Digital Evidence and Mobile Licensing - Contract - 11/01/2016 I G�// ///�
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name..: VeriPic
Vendor Number: 301634
JD Edwards Number
Contract Number: ITII - 71
This is assigned by City Clerk's Office
(Project Name: PD Digital Evidence and Mobile Licensing
Description: 0 Interlocal Agreement F-1 Change Order ® Amendment 0 Contract
El Other:
Contract Effective Date: 11/01/16 Termination Date: 12/31/17
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract (Manager: Curt Ryser Department: Information Technology
Contract Amount: 25 459-50
Approval Authority: ❑ Department Director Z Mayor [:1 City Council
Detail: (i.e. address, location, parcel number, tax id, etc,):
Maintenance services will be provided for a one-year pe - . ...ww. ....
Unlimited data transfer using Data Skybridge is provided under this Agreement for a
three--year period
As of: 08/27/14
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KENT
GOODS & SERVICES AGREEMENT
between the City of Kent and
Veripic, Inc.
THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and VeriPic, Inc. organized under the laws of the State of California, located and
doing business at 1879 Lundy Ave., Suite 286, San Jose, CA 95131 (Contact: Sarah Dempsey,
SDempsey@VeriPic.com, 408-496-1200 x 797) (hereinafter the "Vendor").
AGREEMENT
I. DESCRIPTION OF WORK.
Vendor shall provide the following goods and materials and/or perform the following services for the
City:
1. Provide installation media of Vendor's "Evidence Pad" mobile application for use by 150 users
within the City's police department, along with three years of unlimited and encrypted data transfer
utilizing VeriPic Data Skybridge;
2. Upgrade current Digital Photo Manager (DPM) to Digital Evidence Manager (DEM);
3. Provide required engineering and customize the Digital Evidence Manager's database search
window to include a "user import" field in the main search results window that displays the first and last
name of the user that imported the evidence; and
4. Provide maintenance service and support for Vendor's "Evidence Pad" mobile application and its
Digital Evidence Manager program,
all as described, and for the price provided for, in Quote Numbers 00001467, 00001468, and 00001771,
which are attached and incorporated as Exhibit A.
Vendor acknowledges and understands that it is not the City's exclusive provider of these goods,
materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and
services through other sources.
II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall provide all
equipment, software, licenses, and program access by December, 31st_, 2017. Maintenance services
will be provided for a one-year period through October , 2018, unless such services
are extended by mutual agreement of the parties through a subsequently executed amendment to this
Agreement. Unlimited data transfer using Data Skybridge is provided under this Agreement for a three year
period through 2019.
III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $25,459.50,
including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in
this Agreement during Its initial one-year time period, except for the three-year cost associated with
Vendor's Data Skybridge, which is included within this stated contract cost for the entire three-year period.
If the parties agree to extend maintenance services beyond this Agreement's initial one-year period, the
cost associated with those maintenance services will be calculated by Vendor's price list that is current at
GOODS &SERVICES AGREEMENT- 1
(Over$20,000, including WSST)
the time of extension. The City shall pay the Vendor the following amounts according to the following
schedule:
30 days from time of invoice following the City's receipt and acceptance of the above described
licensing, access, and services.
If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option
to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every
effort to settle the disputed portion.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor
for any defective or unauthorized goods, materials or services. If Vendor is unable, for any
reason, to complete any part of this Agreement, the City may obtain the goods, materials or
services from other sources, and Vendor shall be liable to the City for any additional costs
incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs
and attorney fees, incurred by the City beyond the maximum Agreement price specified
above. The City further reserves Its right to deduct these additional costs incurred to complete
this Agreement with other sources, from any and all amounts due or to become due the
Vendor.
B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL
CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND
IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS
MADE.
IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-
Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in
accordance with Ch. 51.08 RCW, the parties make the following representations:
A. The Vendor has the ability to control and direct the performance and details of its
work, the City being interested only In the results obtained under this Agreement.
B. The Vendor maintains and pays for its own place of business from which Vendor's
services under this Agreement will be performed.
C. The Vendor has an established and independent business that is eligible for a business
deduction for federal income tax purposes that existed before the City retained
Vendor's services, or the Vendor is engaged in an Independently established trade,
occupation, profession, or business of the same nature as that involved under this
Agreement.
D. The Vendor is responsible for filing as they become due all necessary tax documents
with appropriate federal and state agencies, including the Internal Revenue Service
and the state Department of Revenue.
E. As a California corporation that does not physically enter the State of Washington to
conduct business, it is the Vendor's position that the law does not require it to register
its business with the State of Washington, to establish an account with the state
Department of Revenue, or to otherwise obtain a state Unifled Business Identifier
(UBI). Should the State of Washington disagree, the Vendor agrees to take reasonable
steps to resolve that disagreement with the state.
GOODS &SERVICES AGREEMENT- 2
(Over$20,000, including WSST)
F. The Vendor maintains a set of books dedicated to the expenses and earnings of its
business.
V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon
providing the other party thirty (30) days written notice at its address set forth on the signature block of
this Agreement.
VI. CHANGES. The City may issue a written amendment for any change in the goods, materials,
or services to be provided during the performance of this Agreement. If the Vendor determines, for any
reason, that an amendment is necessary, Vendor must submit a written amendment request to the person
listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days
of the date Vendor knew or should have known of the facts and events giving rise to the requested change.
If the City determines that the change increases or decreases the Vendor's costs or time for performance,
the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with
the Vendor on all equitable adjustments. However, if the parties are unable to agree, either party may
terminate the agreement without penalty in accordance with Section V. The Vendor shall proceed with the
amended work upon receiving either a written amendment from the City or an oral order from the City
before actually receiving the written amendment. If the Vendor fails to require an amendment within the
time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for
that portion of the contract work.
The Vendor accepts all requirements of an amendment by: (1) endorsing It, (2) writing a separate
acceptance, or (3) not protesting in the way this Agreement provides. An amendment that is accepted by
Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract
time and for direct, indirect and consequential costs, including costs of delays related to any work, either
covered or affected by the change.
VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written
order, or an oral order from the City, including any direction, instruction, interpretation, or determination
by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to
the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the
claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts
or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for
any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed
to have been waived by the Vendor unless a timely written claim Is made in strict accordance with the
applicable provisions of this Agreement.
At a minimum, a Vendor's written claim shall include the information set forth in subsection A, items
1 through 5 below.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN
THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN
ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY
THAT DELAY.
A. Notice of Claim. Provide a signed written notice of claim that provides the following
Information:
1. The date of the Vendor's claim;
2. The nature and circumstances that caused the claim;
3. The provisions in this Agreement that support the claim;
4. The estimated dollar cost, if any, of the claimed work and how that estimate
was determined; and
5. An analysis of the progress schedule showing the schedule change or disruption
if the Vendor is asserting a schedule change or disruption.
GOODS &SERVICES AGREEMENT- 3
(Over$20,000, including WSST)
B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result
of the asserted events giving rise to the claim. The City shall have access to any of the
Vendor's records needed for evaluating the protest.
The City will evaluate all claims, provided the procedures in this section are followed. If the
City determines that a claim is valid, the City will adjust payment for work or time by an
equitable adjustment. No adjustment will be made for an Invalid protest.
C. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor
also waives any additional entitlement and accepts from the City any written or oral order
(including directions, Instructions, interpretations, and determination).
D. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this
section, the Vendor completely waives any claims for protested work and accepts from the
City any written or oral order (including directions, Instructions, interpretations, and
determination).
VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING
FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 365 CALENDAR DAYS FROM THE DATE THE
CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED.
THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD.
IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work
provided under this Agreement in accordance with the provisions of this Agreement. However, Vendor does
not warrant that its software will meet the City's exact requirements or that the operation of the software
will be uninterrupted or error free. However, the Vendor agrees that it will promptly correct all defects in
workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon
Vendor's receipt of notification from the City of the existence or discovery of the defect. The Vendor shall
begin to correct any defects within seven (7) calendar days of Its receipt of notice from the City of the
defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the
City, the City may immediately terminate this Agreement without penalty.
Vendor does not warrant that the software is suitable for any particular purpose. The City assumes
responsibility for operation of the software to achieve Its intended results, and the installation, use, and
results obtained from the operation of the Software. Except for the implied warranty of non-infringement,
or where otherwise prohibited by applicable laws, Vendor makes no other warranties of any kind, either
express or implied, Including the implied warranties of merchantability and fitness for a particular purpose.
X. EXCLUSIVE REMEDY. Except where otherwise prohibited by any applicable laws, Vendor's
entire liability and the City's only remedy shall be, at Vendor's option either (i) the repair or replacement of
the software or any media covered by the limited warranty, or (ii) the return of the price paid by the City
for the software. If the City misuses the software or fails to follow the enclosed operating instructions, these
remedies will not be available.
XI. LIMITATION OF LIABIILTY. Vendor or Its suppliers or dealers will not be liable for any
incidental or consequential damages or for any other loss or damages including, but not limited to, lost
profits, lost savings, damages claimed by any other party, or any other damages arising out of the use or
inability to use the software.
XII. DISCRIMINATION. In the hiring of employees for the performance of work under this
Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the
Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national
origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who
is qualified and available to perform the work to which the employment relates.
Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration,
Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached
Compliance Statement.
GOODS &SERVICES AGREEMENT - 4
(Over$20,000, including WSST)
XIII. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits,
including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of
this Agreement, except for that portion of the injuries and damages caused by the City's negligence.
The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to
avoid any of these covenants of indemnification.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION
PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,
TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made
pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having
jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor
shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable
attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the
Vendor's part.
The provisions of this section shall survive the expiration or termination of this Agreement.
XIV. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement,
insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference.
XV. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and
shall be responsible for the safety of Its employees, agents, and subcontractors in the performance of the
contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's
own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles
used or held for use in connection with the work.
XVI. MISCELLANEOUS PROVISIONS.
A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires Its
contractors and consultants to use recycled and recyclable products whenever practicable. A price
preference may be available for any designated recycled product.
B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the
covenants and agreements contained in this Agreement, or to exercise any option conferred by this
Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those
covenants, agreements or options, and the same shall be and remain in full force and effect.
C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle any
dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means
of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules
and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in
writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the
parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees Incurred
In defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or
award provided by law; 12rovided, however, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section XI of this Agreement.
D. Written Notice. All communications regarding this Agreement shall be sent to the parties at
the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written
notice hereunder shall become effective three (3) business days after the date of mailing by registered or
GOODS &SERVICES AGREEMENT- 5
(Over$20,000, including WSST)
certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this
Agreement or such other address as may be hereafter specified in writing.
E. As5hgn.ment. Any assignment of this Agreement by either party without the written consent
of the non-assigning party, shall be void. If the non-assigning party gives Its consent to any assignment,
the terms of this Agreement shall continue In full force and effect and no further assignment shall be made
without additional whiten consent,
F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement
shaill be binding unless in writing and signed by a duly authorized representative of the City and Vendor.
G. Entire Acireement. The written provisions and terms of this Agreement, together with any
Exhibits attached! hereto, shall supersede all prior verbai statements of a,ny officer or other representative
of the City, and such statements shall not be effective or be construed as entering into or forming a part of
or altering in, any manner this Agreement. All of the above-referenced documents and exhibits are hereby
made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement
either conflict with or include additional or different terms, provisions, or language that are not provided for
in the Agreement itself, the terms provided for in this Agreement shall prevail, control, and apply with no
effect being given to the Exhibit's provisions.
H� Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal
laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business,
equiipment, and personnel engaged in operations covered by this Agreement or accruing out of the
performance of those operations.
I. Public Records Act. The Vendor acknowledges that the City is, a public agency subject to the
Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes,
emails, and other records prepared or gathered by the Vendor in Its performance of this Agreement may be
subject to public review and disclosure, even if those records are not produced to or possessed by the City
of Kent. As such, the Vendor agrees to cooperate fully, with the City In satisfying the City's duties and
obligations under the Public Records Act,
9. Elbt=EHsiness Lieense-Reegired. PrieF "a enein t1he tasks desef=ibed ;11-1 Gle I I I eft-4-,
GentFaetef:agreeg te pF&,Aiddee of a cut"Fent e�ty of Kent bu ess lieense pursuant te G"er-
Kent Gity Ge I
K antgrp art s__an Fax or Email. This Agreement may be executed in any
number of counterparts, each of which shall constitute an original, and all of which will together constitute
this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page
to the other by fax or email and that signature shall have the same force and effect as if the Agreement
bearing: the original signature was received in person.
IN 'WITNESS, the parties below execute this Agreement, which shall become effective on
the 111ast date entered below. All acts consistent with the authority of this Agreement and prior
to its effective date are ratified' and affirmed, and the terms of the Agreement shall be deemed
to have applied.
VENDOR: CITY Of KENT:
By. By:,
sijaiture)
Print Name: Prin Name: SJtte Cooke
Its /-A 6 4-T Its Mayor
(title) 6-11111,-7
DATE: 2 DATE:
GOODS & SERVICES AGREEMENT - 6
(Over$20,000, including W55T)
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
VENDOR: CITY OF KENT:
VeriPic, Inc,, City of Kent
Attn: Keflie Sanker Department of Information Technology
1879 Lundy Ave., Suite 286 Attn: Matt Johnson
San lose, CA 95131 220 Fourth Avenue South
Kent, WA 98032
408-496-1200 x 134 (telephone)
408-496-1269 (facsimile) (253) 856-4600 (teiephone)
(253) 856-4700 (facsimile)
APP ED AS TO FORM:
K e L�w epartment
GOODS & SERVICES AGREEMENT -
(Over. 20,0g'0, including WSST)
EXHIBIT B
INSURANCE REQUIREMENTS FOR
GOODS AND SERVICES CONTRACTS
Insurance
The Contractor shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives,
employees or subcontractors.
Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products-completed operations, personal injury and advertising
injury, and liability assumed under an insured contract. The City shall be named
as an additional insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the City using ISO
additional insured endorsement CG 20 10 11 85 or a substitute endorsement
providing equivalent coverage.
Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000
products-completed operations aggregate limit.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Commercial General Liability insurance:
1. The Contractor's insurance coverage shall be primary insurance as respects the
City. Any Insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Contractor's insurance and shall not contribute
with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after
EXHIBIT B (Continued)
thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to the City.
3. The City of Kent shall be named as an additional insured on all policies (except
Professional Liability) as respects work performed by or on behalf of the
contractor and a copy of the endorsement naming the City as additional insured
GOODS &SERVICES AGREEMENT- 8
(Over$20,000, including WSST)
shall be attached to the Certificate of Insurance. The City reserves the right to
receive a certified copy of all required insurance policies. The Contractor's
Commercial General Liability insurance shall also contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or
suit is brought, except with respects to the limits of the insurer's liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Contractor before commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the same insurance requirements as stated herein for the Contractor.
GOODS &SERVICES AGREEMENT- 9
(Over$20,000, including WSST)
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal opportunity.
As such all contractors, subcontractors and suppliers who perform work with relation to this
Agreement shall comply with the regulations of the City's equal employment opportunity policies.
The following questions specifically identify the requirements the City deems necessary for any
contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative
response is required on all of the following questions for this Agreement to be valid and binding.
If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the
directives outlines, it will be considered a breach of contract and it will be at the City's sole
determination regarding suspension or termination for all or part of the Agreement;
The questions are as follows:
1. I have read the attached City of Kent administrative policy number 1.2.
2. During the time of this Agreement I will not discriminate in employment on the basis of sex,
race, color, national origin, age, or the presence of all sensory, mental or physical disability.
3. During the time of this Agreement the prime contractor will provide a written statement to
all new employees and subcontractors indicating commitment as an equal opportunity
employer.
4. During the time of the Agreement I, the prime contractor, will actively consider hiring and
promotion of women and minorities.
5. Before acceptance of this Agreement, an adherence statement will be signed by me, the
Prime Contractor, that the Prime Contractor complied with the requirements as set forth
above.
By signing below, I agree to fulfill the five requirements referenced above.
For: V2r-�
Title: P/2 ecloe.-IT
Date: / ��/� 7
EEO COMPLIANCE DOCUMENTS - 1 of 3
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998
SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996
CONTRACTORS APPROVED BY Jim White, Mayor
POLICY:
Equal employment opportunity requirements for the City of Kent will conform to federal and state
laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal
employment opportunity within their organization and, if holding Agreements with the City
amounting to $10,000 or more within any given year, must take the following affirmative steps:
1. Provide a written statement to all new employees and subcontractors indicating
commitment as an equal opportunity employer.
2. Actively consider for promotion and advancement available minorities and women.
Any contractor, subcontractor, consultant or supplier who willfully disregards the City's
nondiscrimination and equal opportunity requirements shall be considered in breach of contract
and subject to suspension or termination for all or part of the Agreement.
Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public
Works Departments to assume the following duties for their respective departments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
EEO COMPLIANCE DOCUMENTS - 2 of 3
CITY OF KENT
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT
This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the
Agreement.
I, the undersigned, a duly represented agent of
Company, hereby acknowledge and declare that the before-mentioned company was the prime
contractor for the Agreement known as that was entered into on
the (date), between the firm I represent and the City of
Kent.
I declare that I complied fully with all of the requirements and obligations as outlined in the City
of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity
Policy that was part of the before-mentioned Agreement.
By:
For:
Title:
Date:
EEO COMPLIANCE DOCUMENTS - 3 of 3
1879 Lundy Ave.,Suite 286,San Jose,CA 95131
-- ripic.
Phone.408-496.1200 Web.www.VerlPlc.com
March 27, 2017
Matthew Johnson
Kent Police Department
220 Fourth Avenue S.
Kent,WA 98032
MEMORANDUM OF UNDERSTANDING FOR ADJUSTMENT OF SOFTWARE LICENSES
It is the understanding of VeriPic,Inc.that the Kent Police Department(CUSTOMER)has requested a change in the
licenses owned by the CUSTOMER.
Upon purchase of license upgrade outlined in quotes:
- Kent_DEM Upgrade_V4
- Kent_Mobile App_V5
- Kent—Customization V4
VeriPic, Inc.has agreed to honor this request and make this change on our records.As of this date,our records
show that licenses purchased prior to this date gives you,the CUSTOMER,the following effective
configuration for all the licenses owned by your organization for all purchases prior to this date.
Licenses owned prior to this date:
3 Concurrent Gold Digital Photo Lab Licenses
1 Concurrent View Digital Photo Lab License
1 Concurrent Import Digital Photo Lab License
5 Concurrent Calibration Licenses
1 Background Removal License
1 Concurrent Audio Video License
1 Concurrent Document Module License
1 Concurrent eDiscovery Concurrent License
100 Concurrent Web Licenses
Active Directory Support Module
CUSTOMER has requested that the licenses be adjusted to the following configuration starting after purchase going
forward.No further claims are made to any licenses purchased in the past. For all purposes starting today and
moving forward the following is the configuration of licenses owned by your agency.Any future purchases or other
adjustments to your licenses owned will be based on additional purchases as adjustments starting from the following
baseline configuration:
50 User Gold Digital Evidence Manager Licenses
100 User Web Digital Evidence Manager Licenses
25 User Calibration Module licenses
5 User Background Removal Module License
5 User eDiscovery Concurrent License
150 Evidence Pad Standard Mobile App Licenses
Active Directory Support Module
Mobile app will require subscription renewal after three years from purchase date. (Currently stated as VeriPic
Data SkybridgeTM on quote labeled Kent—Mobile App_V5)
CUSTOMER's Initials VeriPic,Inc.'s Initials
Page 1 of 2
AT& 1879 Lundy Ave,,Suite 286,San Jose,CA 95131
——------------
efiric, Phone.,408-496-1200 Web:www.VeriPic.com
This will be referred to as the NEW SOFTWARE LICENSE BASELINE,
Once this transaction is completed CUSTOMER makes no claim to any licenses in the past configuration that they
L,
may be giving up nor would CUSTOMER be asking for any consideration or value for any of the licenses they are
voluntarily giving up.
Starting with you next renewal period, your Software License Maintenance Agreement costs will be based on the
NEW SOFTWARE LICENSE BASELINE using the then current VeriPic Price list at any future renewal periods
and will incorporate any future purchases Of licenses You make as adjustments to your license configuration starting
with the NEW SOFTWARE LICENSE BASELINE.
Notwithstanding,the forgoing license modifications, all other tenns and conditions stated in our End User License
Agreement and quotes on which CUSTOMER executed a purchase shall remain in full force and effect.
This offer will expire if not signed and returned to VeriPic, Inc. by May 31,2017,
IN WITNESS WHEREOF,the parties hereto have signed this Agreement as of the date written below.
CUSTOMER: Verill'ic, Inc:
)L-6� VeriPic, Inc.
Organ ati=-N51e Company N
.........
ign th riz attire A�#8�ized Signature
�-e, John K,.van
Print Name Printed Name
7'
Street Street
j 4, 'S
City, State ZIP City, State ZIP
President
............
Thle I Title
,5-111117 - -7
Date Date
Page 2 of 2
e Quote
VerIP6c VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters„
San Jose,CA 95161
Phone:888-VERIPIC
Quote Information
Sales Rep Sarah Dempsey Exploration date 5131/2017
Phone (408)496-1200 Created date 518/2017
Email sdempseyveripic.comQuote Number 0000/467
Customer Information
Account Name Kent Police department Ship To 220 Fourth Avenue S.
Contact Name Matt Johnson Kent,WA 98032
USA
Phone (253)856-46-11 °
`Flat fee upgrade from 1 dPL Concurrent License to 1 dEM Concurrent License � �
Flat fee upgrrade from 1 dPL Concurrent License to 1' dEM Concurrent License-Each �
I gold,View or Impart Concurrent dPL License becomes 1 concurrent dEM license. r
99-0001 5.00 $1,500,00 $7,500.00
Customer pays flat fee for the conversion.Customer agrees their SLMA will increase and
be calculated based on the current price list each year.
Flat fee upgrade from 1,VeriPic Concurrent License to 10 dEM User Licenses
Flat fee upgrade from 1 VeriPic Concurrent License to 10 dEM User Licenses-Each
Cold,View or Import Concurrent License becomes a 10 dEM User Licenses.Customer 1
99-0005 pays flat fee for the conversion.Customer agrees their SLMA will increase and be 5,00 $2,0100.00 100.00% $0.00
calculated using the current price list.Future SLMA will be calculated by the then current
price lists.(Electronic download,Non-taxable)
SLMA-Subscription License Maintenance Agreement(Physical Media-Taxable)
Subscription license use,technical support,software updates by electronic download,
electronic license activation,camera drivers written or updated according to the terms
97-0001 12.00 $125,00 $1,500.00
and conditions.Payments must be current to continue using.software products.Physical
media(taxable').
—Existing 100 Web concurrent licenses will be converted to 100 user h'censes without charge.—
—Customer appreciation discounts are applied to this quote.—
Subtotal $19,000.00
Discount $10,000.00 p �'
Total Price $9,000.00
Sales Tax $0.00l "I
Final Sale $9,000.00
Credit Card Information
Rev.4/3/2017
Quote
VeriPic VeriPic VeriPic, Inc.Solution
1750 Lundy Avenue#610801 'Because Process Matters"
San dose,CA 95151
Phone:888-VERIPIC
Card Number: _ Expiration Date:
Name on Card: Card Type:, �/_
Company Name(if present): Security Code: _--
Billing Address Line 1: Billing City:
Billing Address Line 2:��. ' Billing State::
Billing Phone Number: Billing Zip:
Purchase Order Information
PC Number: ff
End User License Terms and Conditions
The terms and conditions of this Agreement attached hereto are by and between VeriPic,lnc.located)at 1879 Lundy Ave.,Suite 285,San,lose,
CA 95131-1884 arid Customer located at the address provided above.
Product Terms and Conditions
This Agreement ("Agreement") contains the terms and conditions that govern your access to and use of the Software
Services (as defined below) and this is an Agreement between VeriPic, Inc. ("VeriPic, "we,""us,"or"our") and you, or
the entity you represent, ("you,'"or"Customer"). Your use of VedPic's software or services constitute your agreement
with the Terms and Conditions included here. You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account("End Users") may access and use the Software in accordance with the terms of this
Agreement.
1.Agreement- Upon purchase of any VeriPic product license, the following terms and conditions constitute the
entire agreement between VeriPic Inc., and you, the Purchaser. The following terms and conditions shall replace all
other prior statements, representation and agreements, oral or written„ made by the parties or their representatives..
2. Licensing Options - Purchaser is aware of the following specifications, limitations and technical requirements
pertaining to each of the different VeriPic licensing options:
a. User Licenses - Each User license is for a single End User, defined as a single individual person. Purchaser
should purchase enough licenses to allow all individuals who will be using the Software to have a license they can
use without sharing. Account users may not share End User account login licenses. Allowing more than one End
User to share the same login credential or license is a violation of this agreement and such actions will also harm the
chain of custody functions of the system and such a practice is strictly prohibited. if Purchaser allows more than one
End User to share a license Purchaser assumes all liability for the use of VeriPic products and agrees to hold VeriPic
harmless from any liability as a result of Purchaser's use or misuse of VeriPic's products. if you purchased,these
license(s) on a Software as a Service (SaaS) basis you may only use these licenses so long as your SaaS payments
are current. If you purchased these licenses on any basis other than SaaS, you must pay for and maintain current, a
Subscription License Maintenance Agreement(SLMA). If your payments are not current, you must immediately stop
using the software.
b. Cloud Storage of the Data This software is only licensed to be used on physical computers owned and
controlled by your organization where the data is stored on physical devices owned by your organization and located
at facilities operated by your organization. This End User License Agreement does not permit you to operate this
software or store any data on servers or computers accessible on the Internet operated by another organization or
Rev.413/2017
L�el�Fl Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
serviced by personnel from another organization (also known as Cloud Storage, Cloud Services or Cloud Computing
to which we will refers as CLOUD)unless that other organization is VeriPic. If you wish to store any data on the
CLOUD or operate VeriPic software on the CLOUD, you must specifically purchase such services on a CLOUD
provided by VeriPic.
c. Compliance with License Requirements -If you exceed the number of allowed users or you store the data on
the CLOUD without purchasing CLOUD storage services from VeriPic you are out of compliance with this licensing
agreement.The penalty for being out of compliance is to purchase the necessary licenses or services for the period
of time you were out of compliance plus the cost of the Software License Maintenance Agreement(as appropriate)
at a cost equal to 130% of the list price for those services at the time you needed to make such purchases to have
been in compliance.
d. Payments-In order to receive services from VeriPic or use the software licenses, your payment for services must
be current.There is a penalty of 30%for any lapse in payment for services. In the event of a lapse, you must
immediately stop using VeriPic's products.VeriPic will not provide your organization services until you've paid to
cover the period of the lapse plus the 30% penalty in order to bring your payment for services current.
e. Payments and maintenance of CLOUD Data- If you are on a CLOUD storage plan,VeriPic may discontinue
services to you if your payment for such services is not current. In order to cure the lapse, you will need to pay for
services during the period of the lapse plus a penalty of 30%for the period of the lapse in order to bring your
payments current. In the event of a lapse, VeriPic will wait at least 12 months before deleting any data it has in its
possession on its cloud servers and VeriPic has, at its option, the ability to immediately move such data to a lower
cost storage facility in the event of a lapse of payment.VeriPic will preserve such data that it may have in its
possession for a period of at least 12 months. If VeriPic has not received any payments for services from a client for
a consecutive period of 12 months or more and that organization is not current on their payments, VeriPic no longer
considers that organization to be a paying customer and has, at VeriPic's option, the ability to dispose of that data in
a secure fashion. If such disposal has occurred, the data will no longer be recoverable and it is agreed that VeriPic
shall have no liability for having taken this action.
3.System Requirements-Purchaser is required to supply any needed client PC workstations,scanners, or digital
cameras not purchased through VeriPic. The following specifications are recommended by VeriPic: Client Min.
Specs:2GB of RAM (4GB recommended), 50OGB Free Disk Space, 2GHz Processor, Windows 7 or higher OS (64
bit), Resolution (min) 1024 x 768(16 bit or higher), USB 2.0 Memory Card Reader(required for import station). If the
Purchaser is providing a PC for use as a server for the VeriPic Application Server and/or Database, it does not have
to be a dedicated server, but it should meet the minimum specifications as follows:4GB of RAM (8GB
recommended),2TB Free Disk Space for the VeriPic Application, Dual Core Processor, Windows 7-Windows
Server 2012 (64 bit), Resolution (min) 1024 x 768,DVD-RW or Blu-ray-RW: required if backing up onto optical disks,
External Hard Drive: required if backing up onto an external hard drive, and a USB 3.0 port. The Purchaser must
supply SQL Server 2005 or higher and the appropriate number of SQL Server processor or client access licenses.
4. Delivery-Normal delivery is 1 to 4 weeks from receipt of the Purchase Order. If there is a delay in delivery for
certain components, but the majority of the Purchase Order is available for shipment, VeriPic will ship the items
separately and invoice for the individual items upon delivery.
5.Shipping-Goods purchased hereunder shall be delivered to Purchaser at the address specified herein.All
shipping charges shall be prepaid by the Purchaser, unless otherwise agreed upon by the parties in writing.
6.Acceptance- Purchaser shall have the right to inspect the goods within 7 days'time after delivery. Purchaser
shall be liable for any casualty to the goods following acceptance, except as specified herein under Maintenance
Terms and Conditions.
7. Limited Warranty-TO THE FULLEST EXTENT PERMITTED BY LAW, VERIPIC AND ITS AFFILIATES,
SUPPLIERS,AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED,ABOUT THE
SOFTWARE. VERIPIC ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,AND NON-INFRINGEMENT.
Rev.4/3/2017
Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
8. Limitation of Liability-TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIPIC, ITS
AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR(A)ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR
PROFITS, REGARDLESS OF LEGAL THEORY,WHETHER OR NOT VERIPIC HAS BEEN WARNED OF SUCH
DAMAGES,AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B)AGGREGATE LIABILITY FOR
ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF$20 OR THE AMOUNTS PAID BY
YOU TO VERIPIC FOR THE PAST 12 MONTHS OF THE SERVICES OR PRODUCTS IN QUESTION.
9. Marketing-VeriPic may, for marketing purposes, include the name of the customer organization and any details
about the use of VeriPic's products that are publicly known at the time that VeriPic, Inc. publishes such information.
Purchaser may,at its option, request any specific publicly known information about Purchaser to not used by VeriPic
in its marketing efforts. Such requests must be dated and be in writing and sent to VeriPic at its headquarters at
1879 Lundy Ave. Suite 286, San Jose, CA 95131-1884. Each such written request shall be deemed to be valid for a
period of 1 year from the date received and be deemed to have expired after 1 year unless renewed by notifying
VeriPic in writing.
10. Force Majeure-VeriPic may,without liability,delay performance or cancel this Agreement on account of force
majeure events or other circumstances beyond its control including but not limited to, strikes, acts of God, political
unrest, embargo,failure of source supply, or casualty.
11. Governing Law-The terms of this Agreement shall be governed by and construed in accordance with the laws
of the State of California, County of Santa Clara.You,the Purchaser or as a representative of the Purchaser with the
authority to act on behalf of the Purchaser,will agree that VeriPic is a California Corporation with its headquarters
located at 1879 Lundy Ave., Suite 286, San Jose, CA 95131-1884.You also agree that VeriPic has only one
location located in San Jose, California and does not have Nexus in any other location.Any laws,taxes, licenses,
business registration or government regulation applying to any entities located outside of San Jose, California or the
County of Santa Clara does not apply to VeriPic due to VeriPic only having Nexus within the County of Santa Clara.
12.Transfer-You may not rent, lease, lend, sell, redistribute, or sub-license the Software. You may not transfer
copies of the software to any other party.
13. Entire Agreement-This Agreement and its Attachments constitute the complete and exclusive agreement
between VeriPic and Purchaser with respect to the subject matter hereof and supersedes all prior oral or written
understandings, communications, or agreements not specifically incorporated herein.This Agreement may not be
modified except in a writing duly signed by an authorized representative of VeriPic and Purchaser.This Agreement
creates no third party beneficiary rights.
Pricing Terms and Conditions
14.Quotations-Written Price Quotations by VeriPic automatically expire 60 days from the date provided on the
Price Quotation, unless otherwise agreed upon by the parties. Price Quotations are written based on current product
pricing and all prices are subject to change after the expiration date.
15. Hardware Purchases - If the Purchaser is purchasing hardware,then the Purchaser is required to pay VeriPic
50%of the total purchase price up front,prior to the shipment of the product(s).The Purchaser must pay the
remaining 50% of the purchase price within 30 days of receipt of the invoice from VeriPic. Purchaser shall be
responsible for all hardware cable and wiring maintenance.
16. Late Payment- If VeriPic does not receive payment from Purchaser within 30 days of receipt of the invoice, then
the account will be placed on a credit and service hold. A late payment penalty of 10%of the purchase price will be
added to the outstanding balance for each month the payment is late.There may be additional penalties if you have
lapsed your Subscription License Maintenance Agreement(SLMA). Please see section on SLMA payments.
17.Automatic Renewal-The terms and conditions of this Agreement will be renewed automatically on a basis
equal to the length of the expiring term commitment upon the expiration of each term and may be subject to
Rev.4/3/2017
Bi ipic Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 'Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
modifications at its renewal date. If there are modifications, VeriPic will provide Subscriber with 30 days' notice of
any such modifications and the option to terminate if the parties do not mutually agree to the modified terms. If there
are no modifications, VeriPic may, but is not obligated to, inform Subscriber of the terms and conditions of the
Automatic Renewal. If the subscriber has chosen a month to month commitment the term is considered to be one
month long. If subscriber chooses not to renew,the subscriber would need to inform VeriPic in writing between 60
and 90 days before the expiration date of the then active term of the contract. If subscriber fails to inform VeriPic of
its intention to not renew the contract then the contract automatically renews for an additional term equal in length to
the expiring term.
18. Early Termination Fee-If the Subscriber enters this Agreement under a Term Commitment payment plan and
either defaults or cancels the Agreement early,the Subscriber must pay to VeriPic an Early Termination fee. In the
event of an early termination by the Subscriber,the Subscriber must provide VeriPic with 60 days written notice of
the intent to terminate the Agreement Early. The Subscriber must pay half of the remaining balance owed to VeriPic
under the Term Commitment.
19.Subscription License Maintenance Agreement(SLMA) Pricing—There is a mandatory Subscription License
Maintenance Agreement(SLMA)that must be paid for and maintained in order to use any purchased licenses. If
SLMA payment lapses you must immediately discontinue using the licenses of the VeriPic products. The cost of
Maintenance will be 20%of the current list price for the products purchased for a Maintenance Term of 12 months.
Maintenance must be renewed on an annual basis and product pricing is subject to change.The purchaser has the
option to purchase Maintenance in bulk in accordance with the following discounts:
a. If the Purchaser purchases 24 months of Maintenance in advance,the cost will be 18.5% per year.
b. If the Purchaser purchases 36 months of Maintenance in advance,the cost will be 17% per year.
c. If the Purchaser purchases 48 months of Maintenance in advance,the cost will be 15.5% per year.
d. If the Purchaser purchases 60 months of Maintenance in advance, the cost will be 14%per year.
Maintenance Terms and Conditions
20. Maintenance Term -The VeriPic Maintenance Term is indicated above in months, commencing on date of
purchase,and includes the following services:
a. Regular updates to the purchased system.
b. Phone and email technical and customer support.
c.The addition of any camera models to the VeriPic compatibility list for Digital Evidence Manager during the
Maintenance Term, at Purchaser's request. Purchaser shall be responsible for all shipping costs and liabilities
associated with the shipment of camera equipment to VeriPic. In rare cases, some cameras may have security flaws
that prevent camera driver creation and in such instances,the photos from the camera may still be secured and
stored in the VeriPic system but Authentication may not be possible_VeriPic is not responsible for security flaws
found within certain cameras, such design flaws must be addressed by the camera manufacturer. The addition of the
camera driver will be accomplished only if our technical staff determines that it is technically possible.
21. Hardware Purchases- If computer hardware or camera hardware is purchased through VeriPic,such hardware
includes a 90 Day Warranty. Such warranty covers any repairs or the replacement of any parts found to be defective
with parts of similar or better specifications.This provision does not cover repair or replacement of computer or other
hardware parts not purchased through VeriPic, nor does it cover damage due to abuse, misuse or negligence by the
Purchaser. Extended warranty beyond 90 days may be purchased from VeriPic at additional cost.
22.Automatic Renewal:At the end of the specified term this agreement automatically renews on a 1 year basis
unless customer has purchased multiple. To terminate the contract customer must send a written notice by Certified
or Registered mail to VeriPic.VeriPic must receive this notice no less than 30 days and nor more than 60 days prior
to the expiration of the contract. If the contract is not received in the appropriate time it automatically renews for one
(1)year.
VeriPic may, at its option,terminate or modify the terms of this contract by giving the customer notice of such
changes a minimum of 30 days in advance of each renewal date. VeriPic may include new terms and conditions,
changes in pricing or other changes with the normal correspondence, quotes or invoices without the need for using
Rev.4/3/2017
Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
Certified or Registered mail.
VeriPic Return Policy
23.VeriPic Software return policy applies to packages sold directly from the factory. No refunds available for any
VeriPic product.Any claims of defects in the product are covered by the terms of the LIMITED WARRANTY. No
refund available for and unused SLMA or any SaaS portion as SLMA and SaaS software is paid on a pre-paid basis.
Any products sold by VeriPic but manufactured by another company shall be covered by the manufacturer's
warranty offered by that company.
If within 90 days of the original shipment date there is a defect in material or workmanship in the disk or manual,
VeriPic will replace the defective disk or manual free of charge. The defective disk or manual must be shipped by the
Purchaser to VeriPic in order to receive a new disk or manual.
Rev.4/3/2017
Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Becaelse Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
Quote Information
Sales Rep Sarah Dempsey Expiration Date 5/31/2017
Phone (408)496-1200 Created Date 5/8/2017
Email sdem sey veripic.com Quote dumber 00001468
Customer Information
Account blame Kent Police Department Ship To 220 Fourth Avenue S.
Contact blame Matt Johnson Kent,WA 98032
USA.
Phone (253)856-4611 'v"
Evidence PadT"^ Standard Mobile App{1 User, Requires DEM license)
Evidance PadT"" Mobile App C7ifers: 1 ,
Upload capabilities using Mobile Devices for 1 User � 1
•Taking Photos,Audio or Video and uploading to VeriPic DEM by Wi-Fi
01-0017 "Compatibility with iPhone,iPad 150.00 $150.00 67.00°Jq $7,425.00
•Evidence Pad"' Standard'Mobile App is an add-on to the DEM User License and
requires a DEM User License to be assugned to the User of this App.
.Data is transferred to the Digital Evidence Manager database using a required Data
Skybridgelm subscription
VeriPic Data Skybridgelm (3 Years of Access per User-Prepaid)
*VeriPic Data SkybridgeTm-Unlimited Data Transfer between mobile devices running
Evidence Pad'Tm and Digital Evidence Manager(R)Local Database running on local
88-3400-036 servers, 150.00 $120„00 100.00% $0.00
*$396 for 3 years of access per user-Prepaid
*Equal to$11 per month per user
"Customer must have VeriPic"s Digital Evidence Manager in order to use the VeriPic Evidence Pad mobile app listed
within this quote..
Subtotal $40,500.00
Discount $33,075.00
Total Price $7,425.00 "' d
Sales Tax $0.00 0
Final Sale $7,425.00
Credit Card Information
Card Number: Expiration Date:
Name on Card: n°' Card Type:.__.... '
Company Name(if present): Security Code:___.__
Billing Address Line 1: �.. Billing City: .._.
Rev.4/312017
ft Quote
if
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#61 O8801 "Because Process Matters",
San Jose,CA 95161
Phone:888-VERIPIC
Billing Address Line 2: _ _..... Billing state: _.. .......
Bulling Phone Number: .__. Billing zips
Purchase Order Information
PO Number:
End User License Terms and Conditions
The terms and conditions of this Agreement attached hereto are by and between VeriPic, Inc.located at 1879 Lundy Ave.,suite 286,San Jose,
CA 951 31-1 884 and Customer located at the address provided above.
Product Terms and Conditions
This Agreement ("Agreement")contains the terms and conditions that govern your access to and use of the Software
Services (as defined below)and this is an Agreement between VeriPic, Inc. ("VeriPic, "we," "us," or"our")and you, or
the entity you represent, (°you,,, or"Customer'"). Your use of VeriPic"s software or services constitute your agreement
with the Terms and Conditions included here, You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account ("End Users") may access and use the Software in accordance with the terms of this
Agreement.
1.Agreement- Upon purchase of any VeriPic product license, the following terms and conditions constitute the
entire agreement between VeriPic Inc., and you, the Purchaser. The following terms and conditions shall replace all
other prior statements, representation and agreements, oral or written, made by the parties or their representatives.
2. Licensing Options. -Purchaser is aware of the following specifications, limitations and technical requirements
pertaining to each of the different VeriPic licensing options:
a. User Licenses - Each User license is for a single End User, defined as a single individual person,. Purchaser
should purchase enough licenses to allow all individuals who will be using the Software to have a license they can
use without sharing. Account users may not share End User account login licenses. Allowing more than one End
User to share the same login credential or license is a violation of this agreement and such actions will also harm the
chain of custody functions of the system and such a practice is strictly prohibited. If Purchaser allows more than one
End User to share a license Purchaser assumes all liability for the use of VeriPic products and agrees to hold VeriPic
harmless from any liability as a result of Purchaser's use or misuse of VeriPic's products. If you purchased these
picense(s)on a Software as a Service (SaaS) basis you may only use these licenses so long as your SaaS payments
are current. If you purchased these licenses on any basis other than SaaS, you must pay for and maintain current, a
Subscription License Maintenance Agreement (SLMA). if your payments are not current, you must immediately stop
using the software..
b. Cloud Storage of the Data -This software is only licensed to be used on physical computers owned and
controlled by your organization where the data is stored on physical devices owned by your organization and located
at facilities operated by your organization. This End User License Agreement does not permit you to operate this
software or store any data on servers or computers accessible on the Internet operated by another organization or
serviced by personnel from another organization (also known as Cloud Storage, Cloud Services or Cloud Computing
to which we will refers as CLOUD) unless that other organization is VeriPic. If you wish to store any data on the
CLOUD or operate VeriPic software on the CLOUD, you must specifically purchase such services on a CLOUD
provided by VeriPic.
Rev.4/3F2017
�piQpa Quote
VeriPio VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
c.Compliance with License Requirements -If you exceed the number of allowed users or you store the data on
the CLOUD without purchasing CLOUD storage services from VeriPic you are out of compliance with this licensing
agreement. The penalty for being out of compliance is to purchase the necessary licenses or services for the period
of time you were out of compliance plus the cost of the Software License Maintenance Agreement(as appropriate)
at a cost equal to 130%of the list price for those services at the time you needed to make such purchases to have
been in compliance.
d. Payments-In order to receive services from VeriPic or use the software licenses, your payment for services must
be current. There is a penalty of 30%for any lapse in payment for services. In the event of a lapse,you must
immediately stop using VeriPic's products. VeriPic will not provide your organization services until you've paid to
cover the period of the lapse plus the 30% penalty in order to bring your payment for services current.
e. Payments and maintenance of CLOUD Data- If you are on a CLOUD storage plan,VeriPic may discontinue
services to you if your payment for such services is not current. In order to cure the lapse, you will need to pay for
services during the period of the lapse plus a penalty of 30%for the period of the lapse in order to bring your
payments current. In the event of a lapse, VeriPic will wait at least 12 months before deleting any data it has in its
possession on its cloud servers and VeriPic has, at its option, the ability to immediately move such data to a lower
cost storage facility in the event of a lapse of payment.VeriPic will preserve such data that it may have in its
possession for a period of at least 12 months. If VeriPic has not received any payments for services from a client for
a consecutive period of 12 months or more and that organization is not current on their payments,VeriPic no longer
considers that organization to be a paying customer and has, at VeriPic's option, the ability to dispose of that data in
a secure fashion. If such disposal has occurred,the data will no longer be recoverable and it is agreed that VeriPic
shall have no liability for having taken this action.
3.System Requirements-Purchaser is required to supply any needed client PC workstations, scanners, or digital
cameras not purchased through VeriPic.The following specifications are recommended by VeriPic: Client Min.
Specs:2GB of RAM (4GB recommended), 50OGB Free Disk Space, 2GHz Processor,Windows 7 or higher OS (64
bit), Resolution (min) 1024 x 768(16 bit or higher), USB 2.0 Memory Card Reader(required for import station). If the
Purchaser is providing a PC for use as a server for the VeriPic Application Server and/or Database, it does not have
to be a dedicated server, but it should meet the minimum specifications as follows:4GB of RAM (8GB
recommended),2TB Free Disk Space for the VeriPic Application, Dual Core Processor, Windows 7-Windows
Server 2012 (64 bit), Resolution (min) 1024 x 768,DVD-RW or Blu-ray-RW: required if backing up onto optical disks,
External Hard Drive: required if backing up onto an external hard drive,and a USB 3.0 port.The Purchaser must
supply SQL Server 2005 or higher and the appropriate number of SQL Server processor or client access licenses.
4. Delivery- Normal delivery is 1 to 4 weeks from receipt of the Purchase Order. If there is a delay in delivery for
certain components, but the majority of the Purchase Order is available for shipment, VeriPic will ship the items
separately and invoice for the individual items upon delivery.
5.Shipping-Goods purchased hereunder shall be delivered to Purchaser at the address specified herein.All
shipping charges shall be prepaid by the Purchaser, unless otherwise agreed upon by the parties in writing.
6.Acceptance-Purchaser shall have the right to inspect the goods within 7 days'time after delivery. Purchaser
shall be liable for any casualty to the goods following acceptance, except as specified herein under Maintenance
Terms and Conditions.
7. Limited Warranty-TO THE FULLEST EXTENT PERMITTED BY LAW, VERIPIC AND ITS AFFILIATES,
SUPPLIERS,AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED,ABOUT THE
SOFTWARE.VERIPIC ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,AND NON-INFRINGEMENT.
8. Limitation of Liability-TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIPIC, ITS
AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A)ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR
PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VERIPIC HAS BEEN WARNED OF SUCH
Rev.4/3/2017
Quote
VeriPic VerlPic, Inc.Solution
1750 Lundy Avenue 61o801 "Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIc
DAMAGES,AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B)AGGREGATE LIABILITY FOR
ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY
YOU TO VERIPIC FOR THE PAST 12 MONTHS OF THE SERVICES OR PRODUCTS IN QUESTION.
9. Marketing -VeriPic may, for marketing purposes, include the name of the customer organization and any details
about the use of VeriPic's products that are publicly known at the time that VeriPic, Inc. publishes such information.
Purchaser may, at its option, request any specific publicly known information about Purchaser to not used by VeriPic
in its marketing efforts. Such requests must be dated and be in writing and sent to VeriPic at its headquarters at
1879 Lundy Ave. Suite 286, San Jose, CA 95131-1884. Each such written request shall be deemed to be valid for a
period of 1 year from the date received and be deemed to have expired after 1 year unless renewed by notifying
VeriPic in writing.
10. Force Majeure -VeriPic may, without liability, delay performance or cancel this Agreement on account of force
majeure events or other circumstances beyond its control including but not limited to, strikes„ acts of God, political
unrest, embargo, failure of source supply, or casualty.
11. Governing Law-The terms of this Agreement shall be governed by and construed in accordance with the laws
of the State of California„ County of Santa Clara. You, the Purchaser or as a representative of the Purchaser with the
authority to act on behalf of the Purchaser, will agree that VeriPic is a California Corporation with its headquarters
located at 1879 Lundy Ave„ Suite 286, San Jose, CA 95131-1884. You also agree that VeriPic has only one
location located in San Jose, California and does not have Nexus in any other location. Any laws, taxes, licenses.,
business registration or government regulation applying to any entities located outside of San Jose, California or the
County of Santa Clara does not apply to VeriPic due to VeriPic only having Nexus within the County of Santa Clara.
12. Transfer-You may not rent, lease, lend, sell, redistribute, or sub-license the Software. You may not transfer
copies of the software to any other party.
13. Entire Agreement -This Agreement and its Attachments constitute the complete and exclusive agreement
between VeriPic and Purchaser with respect to the subject matter hereof and supersedes all prior oral or written
understandings, communications„ or agreements not specifically incorporated herein. This Agreement may not be
modified except in a writing duly signed by an authorized representative of VeriPic and Purchaser. This Agreement
creates no third party beneficiary rights.
Pricing Terms and Conditions
14. Quotations -Written Price Quotations by VeriPic automatically expire 60 days from the date provided on the
Price Quotation, unless otherwise agreed upon by the parties. Price Quotations are written based on current product
pricing and all prices are subject to change after the expiration date.
15. Hardware Purchases - 1f the Purchaser is purchasing hardware, then the Purchaser is required to pay VeriPic
50% of the total purchase price up front, prior to the shipment of the product(s). The Purchaser must pay the
remaining 50% of the purchase price within 30 days of receipt of the invoice from VeriPic. Purchaser shall be
responsible for all hardware cable and wiring maintenance.
16. bate Payment- if VeriPic does not receive payment from Purchaser within 30 days of receipt of the invoice, then
the account will be placed on a credit and service hold. A late payment penalty of 10% of the purchase price will be
added to the outstanding balance for each month the payment is late. There may be additional penalties if you have
lapsed'your'Subscription License Maintenance Agreement(SLMA). Please see section on SLMA payments..
17. Automatic Renewal -The terms and conditions of this Agreement will be renewed automatically on a basis
equal to the length of the expiring term commitment upon the expiration of each term and may be subject to
modifications at its renewal date. If there are modifications, VeriPic will provide Subscriber with 30 days' notice of
any such modifications and the option to terminate if the parties do not mutually agree to the modified terms. If there
are no modifications, VeriPic may, but is not obligated to, inform Subscriber of the terms and conditions of the
Automatic Renewal. If the subscriber has chosen a month to month commitment the term is considered to be one
Rev.41312017
&-=�� � Quote
Ver!Picllll�/ VeriPic,Inc.Solution
1750 Lundy Avenue#610801 'Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
month long. If subscriber chooses not to renew,the subscriber would need to inform VeriPic in writing between 60
and 90 days before the expiration date of the then active term of the contract. If subscriber fails to inform VeriPic of
its intention to not renew the contract then the contract automatically renews for an additional term equal in length to
the expiring term.
18. Early Termination Fee- If the Subscriber enters this Agreement under a Term Commitment payment plan and
either defaults or cancels the Agreement early,the Subscriber must pay to VeriPic an Early Termination fee. In the
event of an early termination by the Subscriber, the Subscriber must provide VeriPic with 60 days written notice of
the intent to terminate the Agreement Early. The Subscriber must pay half of the remaining balance owed to VeriPic
under the Term Commitment.
19.Subscription License Maintenance Agreement(SLMA) Pricing—There is a mandatory Subscription License
Maintenance Agreement(SLMA)that must be paid for and maintained in order to use any purchased licenses. If
SLMA payment lapses you must immediately discontinue using the licenses of the VeriPic products.The cost of
Maintenance will be 20% of the current list price for the products purchased for a Maintenance Term of 12 months.
Maintenance must be renewed on an annual basis and product pricing is subject to change. The purchaser has the
option to purchase Maintenance in bulk in accordance with the following discounts:
a. If the Purchaser purchases 24 months of Maintenance in advance, the cost will be 18.5% per year.
b. If the Purchaser purchases 36 months of Maintenance in advance,the cost will be 17% per year.
c. If the Purchaser purchases 48 months of Maintenance in advance, the cost will be 15.5% per year.
d. If the Purchaser purchases 60 months of Maintenance in advance,the cost will be 14% per year.
Maintenance Terms and Conditions
20. Maintenance Term-The VeriPic Maintenance Term is indicated above in months, commencing on date of
purchase, and includes the following services:
a. Regular updates to the purchased system.
b. Phone and email technical and customer support.
c. The addition of any camera models to the VeriPic compatibility list for Digital Evidence Manager during the
Maintenance Term, at Purchaser's request. Purchaser shall be responsible for all shipping costs and liabilities
associated with the shipment of camera equipment to VeriPic. In rare cases, some cameras may have security flaws
that prevent camera driver creation and in such instances,the photos from the camera may still be secured and
stored in the VeriPic system but Authentication may not be possible. VeriPic is not responsible for security flaws
found within certain cameras, such design flaws must be addressed by the camera manufacturer. The addition of the
camera driver will be accomplished only if our technical staff determines that it is technically possible.
21. Hardware Purchases- If computer hardware or camera hardware is purchased through VeriPic, such hardware
includes a 90 Day Warranty. Such warranty covers any repairs or the replacement of any parts found to be defective
with parts of similar or better specifications.This provision does not cover repair or replacement of computer or other
hardware parts not purchased through VeriPic, nor does it cover damage due to abuse, misuse or negligence by the
Purchaser. Extended warranty beyond 90 days may be purchased from VeriPic at additional cost.
22.Automatic Renewal: At the end of the specified term this agreement automatically renews on a 1 year basis
unless customer has purchased multiple.To terminate the contract customer must send a written notice by Certified
or Registered mail to VeriPic. VeriPic must receive this notice no less than 30 days and nor more than 60 days prior
to the expiration of the contract. If the contract is not received in the appropriate time it automatically renews for one
(1)year.
VeriPic may, at its option, terminate or modify the terms of this contract by giving the customer notice of such
changes a minimum of 30 days in advance of each renewal date. VeriPic may include new terms and conditions,
changes in pricing or other changes with the normal correspondence, quotes or invoices without the need for using
Certified or Registered mail.
VeriPic Return Policy
23. VeriPic Software return policy applies to packages sold directly from the factory. No refunds available for any
Rev.4/3/2017
fim Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
VeriPic product. Any claims of defects in the product are covered by the terms of the LIMITED WARRANTY. No
refund available for and unused SLMA or any SaaS portion as SLMA and SaaS software is paid on a pre-paid basis.
Any products sold by VeriPic but manufactured by another company shall be covered by the manufacturer's
warranty offered by that company.
If within 90 days of the original shipment date there is a defect in material or workmanship in the disk or manual,
VeriPic will replace the defective disk or manual free of charge. The defective disk or manual must be shipped by the
Purchaser to VeriPic in order to receive a new disk or manual.
Rev.4/3/2017
<1` Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 ""Because Process Matters"
San,lose,CA 95161
Phone:888-VERIPIC
Quote Information
Sales Rep Sarah Dempsey Expiration Date 5/31/2017
Phone (408)496-1200 Created Date 5/13/2017
Emaul sdempsey( veripic.com Quote Number 00001771
Customer Information
Account Name Kent.Police Department Ship To 220 Fourth Avenue S.
Kent,WA 98032
USA
VeriPic Engirreering Labor(per hour) �
9d-888 Engineering Labor Bate billed in 1 hour increments rounded up to the next hour. 24.dd $28d.00 $6,72d.00
Engineering quoted is for customization to DEM database search window.VeriPic will add a"user import"view display to
the main search results window. It us estimated this customization will take 3 eight hour days(24 hours)to complete.
Subtotal $6,720.00
Discount $0.00
Total Price $6,720,00
Sales Tax $0.00
Final Sale $6,720.00
Credit Card Information
Card Number: Expiration Date:-, ,__ __......._........
Name on Card: _ Card Type;
Company Name(if present): Security Code:
Bulling Address Line 1: ......... Billing City:
Billing Address Line 2: Biding State:
Billing Phone Number: Billing Zip;_._. _s
Purchase Order Information
PO Number: 1,0 '1 rJ'
End User License Terms and Conditions
The terms and conditions of this Agreement attached hereto are by and between VeriPic,Inc.uocated at 1879 Lundy Ave.,Suite 286,San Jose,
CA 95131-1884 and Customer located at the address provided above.
Rev.4/3/2017
Quote
VeriPic VeriPlc,Inc.Solution
"
1750 Lundy Avenue#610801 Because Process Matters"`
San Jose,CA 95161
Phone:888-VERIPIC
Product Terms and Conditions
This Agreement ("Agreement") contains the terms and conditions that govern your access to and use of the Software
Services (as defined below) and this is an Agreement between VeriPic, Inc. ("VeriPic, "we," "us," or"our")and you, or
the entity you represent, ("you," or"Customer"). Your use of VeriPic's software or services constitute your agreement
with the Terms and Conditions included here. You represent to us that you are lawfully able to enter into this
Agreement and if you are entering into this Agreement for an entity, such as the company or department you work
for, you represent to us that you have legal authority to bind that entity. This Agreement covers your use and access
to the services and software ("Software") provided by VeriPic on the agreed payment interval. Customer and users of
Customer's account("End Users") may access and use the Software in accordance with the terms of this
Agreement.
1.Agreement - Upon purchase of any VeriPic product license, the following terms and conditions constitute the
entire agreement between VeriPic Inc., and you, the Purchaser. The following terms and conditions shall replace all
other prior statements, representation and agreements, oral or written, made by the parties or their representatives.
2. Licensing Options - Purchaser is aware of the following specifications, limitations and technical requirements
pertaining to each of the different VeriPic licensing options:
a. User Licenses - Each User license is for a single End User, defined as a single individual person. Purchaser
should purchase enough licenses to allow all individuals who will be using the Software to have a license they can
use without sharing. Account users may not share End User account login licenses. Allowing more than one End
User to share the same login credential or license is a violation of this agreement and such actions will also harm the
chain of custody functions of the system and such a practice is strictly prohibited. If Purchaser allows more than one
End User to share a license Purchaser assumes all liability for the use of VeriPic products and agrees to hold VeriPic
harmless from any liability as a result of Purchaser's use or misuse of VeriPic's products. If you purchased these
license(s)on a Software as a Service (SaaS) basis you may only use these licenses so long as your SaaS payments
are current. If you purchased these licenses on any basis other than SaaS, you must pay for and maintain current, a
Subscription License Maintenance Agreement(SLMA). If your payments are not current, you must immediately stop
using the software.
b. Cloud Storage of the Data -This software is only licensed to be used on physical computers owned and
controlled by your organization where the data is stored on physical devices owned by your organization and located
at facilities operated by your organization. This End User License Agreement does not permit you to operate this
software or store any data on servers or computers accessible on the Internet operated by another organization or
serviced by personnel from another organization (also known as Cloud Storage, Cloud Services or Cloud Computing
to which we will refers as CLOUD) unless that other organization is VeriPic. If you wish to store any data on the
CLOUD or operate VeriPic software on the CLOUD, you must specifically purchase such services on a CLOUD
provided by VeriPic.
c. Compliance with License Requirements - If you exceed the number of allowed users or you store the data on
the CLOUD without purchasing CLOUD storage services from VeriPic you are out of compliance with this licensing
agreement. The penalty for being out of compliance is to purchase the necessary licenses or services for the period
of time you were out of compliance plus the cost of the Software License Maintenance Agreement (as appropriate)
at a cost equal to 130% of the list price for those services at the time you needed to make such purchases to have
been in compliance.
d. Payments - In order to receive services from VeriPic or use the software licenses, your payment for services must
be current. There is a penalty of 30%for any lapse in payment for services. In the event of a lapse, you must
immediately stop using VeriPic's products. VeriPic will not provide your organization services until you've paid to
cover the period of the lapse plus the 30% penalty in order to bring your payment for services current,
e. Payments and maintenance of CLOUD Data - If you are on a CLOUD storage plan, VeriPic may discontinue
services to you if your payment for such, services is not current. In order to cure the lapse, you will need to pay for
services during the period of the lapse plus a penalty of 30% for the period of the lapse in order to bring your
Rev.413/2017
effrime Quote
VeriPic
l�� VeriPic,Inc.Solution
1750 Lundy Avenue#610801 'Because Process Matters"
San Jose,CA 95161
Phone:888-VERIPIC
payments current. In the event of a lapse, VeriPic will wait at least 12 months before deleting any data it has in its
possession on its cloud servers and VeriPic has, at its option, the ability to immediately move such data to a lower
cost storage facility in the event of a lapse of payment. VeriPic will preserve such data that it may have in its
possession for a period of at least 12 months. If VeriPic has not received any payments for services from a client for
a consecutive period of 12 months or more and that organization is not current on their payments, VeriPic no longer
considers that organization to be a paying customer and has, at VeriPic's option,the ability to dispose of that data in
a secure fashion. If such disposal has occurred, the data will no longer be recoverable and it is agreed that VeriPic
shall have no liability for having taken this action.
3.System Requirements- Purchaser is required to supply any needed client PC workstations, scanners, or digital
cameras not purchased through VeriPic.The following specifications are recommended by VeriPic: Client Min.
Specs: 2GB of RAM (4GB recommended), 50OGB Free Disk Space, 2GHz Processor, Windows 7 or higher OS (64
bit), Resolution (min) 1024 x 768(16 bit or higher), USB 2.0 Memory Card Reader(required for import station). If the
Purchaser is providing a PC for use as a server for the VeriPic Application Server and/or Database, it does not have
to be a dedicated server, but it should meet the minimum specifications as follows:4GB of RAM (8GB
recommended), 2TB Free Disk Space for the VeriPic Application, Dual Core Processor, Windows 7-Windows
Server 2012 (64 bit), Resolution (min) 1024 x 768,DVD-RW or Blu-ray-RW: required if backing up onto optical disks,
External Hard Drive: required if backing up onto an external hard drive,and a USB 3.0 port. The Purchaser must
supply SQL Server 2005 or higher and the appropriate number of SQL Server processor or client access licenses.
4. Delivery-Normal delivery is 1 to 4 weeks from receipt of the Purchase Order. If there is a delay in delivery for
certain components, but the majority of the Purchase Order is available for shipment,VeriPic will ship the items
separately and invoice for the individual items upon delivery.
5.Shipping-Goods purchased hereunder shall be delivered to Purchaser at the address specified herein.All
shipping charges shall be prepaid by the Purchaser, unless otherwise agreed upon by the parties in writing.
6.Acceptance- Purchaser shall have the right to inspect the goods within 7 days'time after delivery. Purchaser
shall be liable for any casualty to the goods following acceptance, except as specified herein under Maintenance
Terms and Conditions.
7. Limited Warranty-TO THE FULLEST EXTENT PERMITTED BY LAW, VERIPIC AND ITS AFFILIATES,
SUPPLIERS,AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE
SOFTWARE. VERIPIC ALSO DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability-TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VERIPIC, ITS
AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A)ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR
PROFITS, REGARDLESS OF LEGAL THEORY,WHETHER OR NOT VERIPIC HAS BEEN WARNED OF SUCH
DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B)AGGREGATE LIABILITY FOR
ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF$20 OR THE AMOUNTS PAID BY
YOU TO VERIPIC FOR THE PAST 12 MONTHS OF THE SERVICES OR PRODUCTS IN QUESTION.
9. Marketing -VeriPic may,for marketing purposes, include the name of the customer organization and any details
about the use of VeriPic's products that are publicly known at the time that VeriPic, Inc. publishes such information.
Purchaser may, at its option, request any specific publicly known information about Purchaser to not used by VeriPic
in its marketing efforts. Such requests must be dated and be in writing and sent to VeriPic at its headquarters at
1879 Lundy Ave. Suite 286, San Jose, CA 95131-1884. Each such written request shall be deemed to be valid for a
period of 1 year from the date received and be deemed to have expired after 1 year unless renewed by notifying
VeriPic in writing.
10. Force Majeure-VeriPic may, without liability, delay performance or cancel this Agreement on account of force
majeure events or other circumstances beyond its control including but not limited to, strikes, acts of God, political
unrest,embargo, failure of source supply, or casualty.
Rev.4/3/2017
L41M Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 Because Process Mappers"
San Jose,CA 95161
Phone:888-VERIPIC
11. Governing Law-The terms of this Agreement shall be governed by and construed in accordance with the laws
of the State of California, County of Santa Clara. You, the Purchaser or as a representative of the Purchaser with the
authority to act on behalf of the Purchaser, will agree that VeriPic is a California Corporation with its headquarters
located at 1879 Lundy Ave., Suite 286, San ,Jose„ CA 95131-1884, You also agree that VeriPic has only one
location located in San Jose, California and does not have Nexus in any other location.Any laws, taxes, licenses,
business registration or government regulation applying to any entities located outside of San Jose, California or the
County of Santa Clara does not apply to VeriPic due to VeriPic only having Nexus within the County of Santa Clara.
12. Transfer-You may not rent, lease, lend, sell, redistribute, or sub-license the Software. You may not transfer
copies of the software to any other party.
13. Entire Agreement-This Agreement and its Attachments constitute the complete and exclusive agreement
between VeriPic and Purchaser with respect to the subject matter hereof and supersedes all prior oral or written
understandings, communications, or agreements not specifically incorporated herein.This Agreement may not be
modified except in a writing duly signed by an authorized representative of VeriPic and Purchaser. This Agreement
creates no third party beneficiary rights.
Pricing Terms and Conditions
14. Quotations -Written Price Quotations by VeriPic automatically expire 60 days from the date provided on the
Price Quotation, unless otherwise agreed upon by the parties. Price Quotations are written based on current product
pricing and all prices are subject to change after the expiration date.
15. Hardware Purchases - If the Purchaser is purchasing hardware, then the Purchaser is required to pay VeriPic
50% of the total purchase price up front, prior to the shipment of the product(s). The Purchaser must pay the
remaining 50% of the purchase price within 30 days of receipt of the invoice from VeriPic. Purchaser shall be
responsible for all hardware cable and wiring maintenance..
16. Late Payment- If VeriPic does not receive payment from Purchaser within 30 days of receipt of the invoice„ then
the account will be placed on a credit and service hold. A late payment penalty of 10% of the purchase price will be
added to the outstanding balance for each month the payment is late. There may be additional penalties if you have
lapsed your Subscription License Maintenance Agreement(SLMA). Please see section on SLMA payments.
17. Automatic Renewal -The terms and conditions of this Agreement will be renewed automatically on a basis
equal to the length of the expiring term commitment upon the expiration of each term and may be subject to
modifications at its renewal date. If there are modifications„ VeriPic will provide Subscriber with 30 days' notice of
any such modifications and the option to terminate if the parties do not mutually agree to the modified terms. if there
are no modifications„ VeriPic may, but is not obligated to, inform Subscriber of the terms and conditions of the
Automatic Renewal. If the subscriber has chosen a month to month commitment the term is considered to be one
month long. If subscriber chooses not to renew„ the subscriber would need to inform VeriPic in writing between 60
and 90 days before the expiration date of the then active term of the contract. If subscriber fails to inform VeriPic of
its intention to not renew the contract then the contract automatically renews for an additional term equal in length to
the expiring term.
18. Early Termination Fee If the Subscriber enters this Agreement under a Term Commitment payment plan and
either defaults or cancels the Agreement early, the Subscriber must pay to VeriPic an Early Termination fee. In the
event of an early termination by the Subscriber, the Subscriber must provide VeriPic with 60 days written notice of
the intent to terminate the Agreement Early. The Subscriber must pay half of the remaining balance owed to VeriPic
under the Term Commitment.
19, Subscription License Maintenance Agreement(SLI"VIA) Pricing—There is a mandatory Subscription License
Maintenance Agreement ( LMA)that must be paid for and maintained in order to use any purchased licenses. If
SLMA payment lapses you must immediately discontinue using the licenses of the VeriPic products. The cost of
Maintenance will be 20% of the current lust price for the products purchased for a Maintenance Term of 12 months.
Rev.4/312017
Quote
VeriPic VeriPic,Inc.Solution
1750 Lundy Avenue#610801 "Because Process Matters"
San Jose„CA 95161
Phone: 888-VERIPIC
Maintenance must be renewed on an annual basis and product pricing is subject to change. The purchaser has the
option to purchase Maintenance in bulk in accordance with the following discounts:
a. If the Purchaser purchases 24 months of Maintenance in advance,the cost will be 18.5% per year.
b. If the Purchaser purchases 36 months of Maintenance in advance, the cost will be 17% per year.
c. If the Purchaser purchases 48 months of Maintenance in advance, the cost will be 15.5`Jp per year.
d. If the Purchaser purchases 60 months of Maintenance in advance, the cost will be 14% per year.
Maintenance Terms and Conditions
20. Maintenance Term -The VeriPic Maintenance Term is indicated above in months, commencing on date of
purchase, and includes the following services:
a. Regular updates to the purchased system.
b. Phone and email technical and customer support.
c. The addition of any camera models to the VeriPic compatibility list for Digital Evidence Manager during the
Maintenance Term, at Purchaser's request. Purchaser shall be responsible for all shipping costs and liabilities
associated with the shipment of camera equipment to VeriPic. In rare cases, some cameras may have security flaws
that prevent camera driver creation and in such instances, the photos from the camera may still be secured and
stored in the VeriPic system but Authentication may not be possible. VeriPic is not responsible for security flaws
found within certain cameras, such design flaws must be addressed by the camera manufacturer. The addition of the
camera driver will be accomplished only if our technical staff determines that it is technically possible.
21. Hardware Purchases - If computer hardware or camera hardware is purchased through VeriPic, such hardware
includes a 90, Day Warranty. Such warranty covers any repairs or the replacement of any parts found to be defective
with parts of similar or better specifications. This provision does not cover repair or replacement of computer or other
hardware parts not purchased through VeriPic, nor does it cover damage due to abuse, misuse or negligence by the
Purchaser. Extended warranty beyond 90 days may be purchased from VeriPic at additional cost.
22. Automatic Renewal: At the end of the specified term this agreement automatically renews on a 1 year basis
unless customer has purchased multiple. To terminate the contract customer must send a written notice by Certified
or Registered mail to VeriPic. VeriPic must receive this notice no less than 30 days and nor more than 60 days prior
to the expiration of the contract. If the contract is not received in the appropriate time it automatically renews for one
(1)year.
VeriPic may, at its option, terminate or modify the terms of this contract by giving the customer notice of such
changes a minimum of 30 days in advance of each renewal date. VeriPic may include new terms and conditions,
changes in pricing or other changes with the normal correspondence, quotes or invoices without the need for using
Certified or Registered mail.
VeriPic Return Policy
23.VeriPic Software return policy applies to packages sold directly from the factory. No refunds available for any
VeriPic product.Any claims of defects in the product are covered by the terms of the LIMITED WARRANTY. No
refund available for and unused SLMA or any SaaS portion as SLMA and SaaS software is paid on a pre-paid basis.
Any products sold by VeriPic but manufactured by another company shall be covered by the manufacturer's
warranty offered by that company.
If within 90 days of the original shipment date there is a defect in material or workmanship in the disk or manual,
VeriPic will replace the defective disk or manual free of charge. The defective disk or manual must be shipped by the
Purchaser to VeriPic in order to receive a new disk or manual.
Rev.41312017