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HomeMy WebLinkAboutP-21-369 Biometrics4All Agreement.pdf d-40% County of Fresno INTERNAL SERVICES DEPARTMENT 10 Facilities• Fleet• Graphics• Purchasing • Security•Technology 1856 � PROCUREMENT AGREEMENT Agreement Number P-21-369 September 20, 2021 Biometrics4All, Inc. 18300 Von Karman Ave, Suite 700 Irvine, CA 92612 The County of Fresno (County) hereby contracts with Biometrics4All, Inc. (Contractor)to provide Live Scan equipment, software and related support in accordance with the text of this agreement, Attachment"A", Attachment"B," and the attached contractor's response to County of Fresno Department of Social Services Request for Quotation by this reference made a part hereof. TERM: This Agreement shall become effective September 20, 2021 and shall remain in effect through June 30, 2026. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by The County of Fresno under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty(30)days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Twenty Thousand Nine Hundred Ninety Dollars ($20,990.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-21-369 Page 2 Biometrics4All, Inc. September 20, 2021 INVOICING: An itemized invoice shall be sent in duplicate to DSSlnvoices(a)FresnoCountyCA.Gov and 205 W Pontiac, Building 2, Fresno, CA 93612 Attn: Staff Analyst. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty(30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). B. Professional Liability: Professional liability/error and omissions coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and aggregate. C. Cyber Insurance: Cyber insurance coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and aggregate. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-369 BIOMETRIC54ALL\CONTRACTS&EXTRACTS\P-21-369 BIOMETRIcs4ALL AGREEMENT.DOO( PROCUREMENT AGREEMENT NUMBER: P-21-369 Page 3 Biometrics4All, Inc. September 20, 2021 policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Staff Analyst, Hillary Bolger: hbolger@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-369 BIOMETRIC54ALL\CONTRACTS&EXTRACTS\P-21-369 BIOMETRIcsULL AGREEMENT.DOO( PROCUREMENT AGREEMENT NUMBER: P-21-369 Page 4 Biometrics4All, Inc. September 20, 2021 writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A", Attachment "B", the contractor's response to County of Fresno Department of Social Service's Request for Quotation) (2)Attachment"A"; (3)Attachment "B"; (4)the contractor's response to County of Fresno Department of Social Service's Request for Quotation. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email. Please refer any inquiries in this matter to Crystal Nino, Purchasing Technician, at 559-600-7113 or CNino@FresnoCountyCA.Gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary O r n U e I I e Date:2021.09.20 14:38:35-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:cn: G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-369 l310METRics4ALL\CONTRACTS&EXTRACTS\P-21-369 BIOMETRICs4ALL AGREEMENT.DOO( PROCUREMENT AGREEMENT NUMBER: P-21-369 Page 5 Biometrics4AII, Inc. September 20, 2021 CONTRACTOR TO COMPLETE: Company: Biometrics4ALL, Inc. Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■❑ Corporation ❑ General Partnership 18300 Von Karman Ave, Ste 700 Irvine CA 92612 Address City State Zip (714) 568-9888 contracts@biometrics4all.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Edward Chen Tiffany Chen Title: Print Name &Title: Digitally signed by Edward Chen Digitally signed by Tiffany Chen Date:2021.09.2014:13:48 ��1 Date:2021.09.2014:13:04 Signature: 07'00� Signature: -07"001 ACCOUNTING USE ONLY ORG No.: 56107001 Account No.: 7295 Requisition No.: 5612200062 (09/2021) G:\PUBLIC\CONTRACTS&EXTRACTs\2021 CONTRACTS\P-21-369 BI0METRICs4ALL\CONTRACTS&EXTRACTs\P-21-369 BIOMETRICs4ALL AGREEMENT.DOO( P-21-369 Attachment "A" Page 1 CALIFORNIA DEPARTMENT OF JUSTICE SERVICES AGREEMENT A1101OlM:TRICE 441 Biometrics4ALL, Inc. 18300 Von Karman Ave, Suite 700 Irvine, CA 92612 www.Biometrics4ALL.com www.ApplicantServices.com Phone: (714) 568-9888 Legal Disclaimer:This document is protected by copyright laws and is for Biometrics4ALL's internal and customer use only. Biometrics4ALL,Inc.,Copyright©2021 1 Page:1 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 2 This Services Agreement ("Agreement") is between Biometrics4ALL, Inc., a California Corporation, with its principal place of business at 18300 Von Karman Ave, Suite 700, Irvine, CA 92612 ("Biometrics4ALL") and, County of Fresno, a Political Subdivision of the State of California, with its place of business at 333 W. Pontiac Way, Clovis, CA 93612 ("Client") and is entered into on September 20,2021 for Biometrics4ALL's provision of services to Client ("Services") as specifically set forth herein. Biometrics4ALL and Client may be referred to in this Agreement individually as a "Party" and collectively as the "Parties." Parties agree as follows: 1 Description of Services Biometrics4ALL operates and maintains a secured connection with the DOJ Applicant Communication Network (ACN) and provides electronic fingerprinting systems for the purpose of transmitting non- criminal justice requests for Criminal Offender Record Information (CORI)to the California Department of Justice ("Cal-DOJ") and other entities. Client operates one or more Fingerprinting Systems in accordance with the requirements set forth by the Applicant Communication Network Terms and Conditions for Private Service Providers in California ("DOJ Terms & Conditions") for Peer Service Providers. Client subscribes to Biometrics4ALL's Cal-DOJ connection service and/or software subscriptions. 2 Scope of Service Biometrics4ALL Server shall electronically transmit records received from the Client Fingerprinting System(s) to Cal-DOJ according to the requirements set forth in the DOJ Terms & Conditions. Biometrics4ALL will use its best efforts to perform and upkeep of its products and services. Biometrics4ALL shall maintain Client's subscribed software in accordance with relevant government specifications. 3 Commitment to Comply with All Cal-DOJ Requirements Parties shall maintain its good standing status with the Cal-DOJ and in compliance with Cal-DOJ Terms & Conditions. • Biometrics4ALL shall comply with the demands of Cal-DOJ to suspend or terminate its services to the Client for any reason(s) identified by Cal-DOJ. Biometrics4ALL may at its sole discretion remove Cal- DOJ picklist tables from the Client's Live Scan system to prevent unauthorized collection amid Cal-DOJ suspension or termination. • Should Parties fail to maintain their good standing status with Cal-DOJ, the other Party may immediately terminate this Agreement. • Client shall ensure all fingerprint operators are Cal-DOJ certified individuals with a Fingerprint Certificate (FPC) number. 4 Invoicing and Payment In consideration of the provision of the Services pursuant to Exhibit A — Statement of Work and Rate Schedule, Biometrics4ALL shall invoice Client by the 5th of each month for the prior month services to: DSSlnvoices@fresnocountca.gov. Payments by Client shall be in arrears for actual services provided during Rl0M=T;;PIcr;AAlL Confidential I Page:2 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 3 the preceding month,within forty-five (45)days after receipt of an accurate invoice from Biometrics4ALL. At the discretion of Client's Director or his designee, if an invoice is incorrect or is otherwise not in proper form or detail, Client's Director or his designee shall have the right to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written notice or email correspondence to Biometrics4ALL. 5 Delinquent Payments and Service Termination Unless otherwise agreed to in writing,Client's account is considered delinquent after 45 days from Client's receipt of an accurate invoice. A. Biometrics4ALL may, at its sole discretion, suspend all services to delinquent accounts. B. Biometrics4ALL at its sole discretion, may assess a $275 reconfiguration fee 60 days after an account becomes delinquent. C. Biometrics4ALL may assess a Late Fee in the amount of up to 1.5% per month or the lawful prevailing rate, whichever is lower, to delinquent accounts that have been suspended. An account may be suspended no earlier than after a 15-day grace period after an account becomes delinquent. D. Client is obligated for all delinquent invoices and no other entity may reuse its software licenses until delinquent invoices are paid along with all relevant Late Fees and Service Reinstatement fees. 6 Independent Relationships In this Agreement,Client provides Biometrics4ALL with general guidelines on the Services to be performed and Biometrics4ALL shall determine the best methods and operations to ensure such Services are accomplished in accordance with such guidelines and applicable laws. Biometrics4ALL is not prohibited from rendering similar services to any other entity during the Term of this Agreement. Similarly, Client is not prohibited from obtaining similar Services from any other party. Biometrics4ALL shall render Services to Client as an independent contractor.As such, Biometrics4ALL shall be solely responsible for all aspects of its business to deliver services to the Client. Client shall not have any influence or control over Biometrics4ALL's independent operation, nor shall it interfere with Biometrics4ALL's subcontractors. Parties may not assume or create an obligation or responsibility on behalf of, or in the name of,the other Party. 7 Insurance Both Parties shall obtain all insurance requirements set forth in Exhibit B—Insurance Requirements. 8 Confidentiality Parties shall maintain all information delivered by or produced for Services on a confidential basis and shall not utilize such information directly or indirectly for the benefit of the other Party, Client, or any third-party. Parties recognize and acknowledge that as a result of Services rendered and technology provided pursuant to this Agreement, Parties may have access to Proprietary Information and/or Consumer Information. During and after the Term of this Agreement, Parties shall not directly or indirectly disclose or use any Proprietary Information and/or Consumer Information except as specifically set forth :t F3lr)M=T;PIrr;A Al L Confidential I Page:3 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 4 in this Agreement, as required by law, including the Public Records Act, or with the prior written consent of the other party. 9 Non-Solicitation During the Term of this Agreement and for a twelve(12) month period thereafter, Parties shall not directly or indirectly solicit, hire, retain or utilize the services of any person who was employed or contracted by Parties on a full or part time basis during the term of this Agreement or any part thereof other than pursuant to a general publicly available solicitation or employment advertisement. 10 Notices All notices, requests,demands or other communications must be in writing,except when expressly stated otherwise in this Agreement, and will be deemed to have been given when received upon by hand, certified or overnight mail, addressed as follows: IF TO CLIENT: IF TO BIOMETRICS4ALL: Purchasing Manager, County of Fresno Biometrics4ALL, Inc. Address: 333 W. Pontiac Way Address: 18300 Von Karman Ave, Ste 700 Clovis, CA 93612 Irvine, CA 92612 Phone: (559) 600-7110 Phone: (714) 568-9888 Email: gcornuelle@fresnocountyca.gov Email: contracts@biometrics4aII.com Parties may, by notice under this section, designate additional or different addresses to which notices must be sent. For all claims arising out of or related to this Agreement, nothing in this section establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including but not limited to the Government Claims Act(Division 3.6 of Title 1 of the government Code, beginning with section 810.) 11 Terms The term of this Agreement ("Term") will commence ons'ptember20,2021 and continue through June 30, 2026, unless terminated by Parties prior to the expiration date. Immediately upon termination of this Agreement, both parties shall return the other party's confidential and/or proprietary properties. Biometrics4ALL shall destroy Client's data and information in accordance with California Department of Justice's standard data retention policies. 12 Force Majeure Notwithstanding any provision to the contrary, no party to this Agreement will be liable to the other party for any delay or interruption in performance of any obligation resulting from governmental emergency orders,judicial or governmental action, emergency regulation, sabotage, riot, vandalism, labor strike, or dispute, acts of God, fire, electrical failure, major computer hardware or software failure, equipment delivery delay, acts of third parties, or any other cause, if the delay or interruption in performance is beyond its reasonable control. df F31Qn=T;P1rr;AA1 L Confidential I Page:4of9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 5 13 Waiver of Rights Failure of any party to enforce any of its respective rights or remedies hereunder with respect to any specific act or failure to act by any party will not constitute a waiver of the rights of that party to enforce those rights and remedies with respect to any other or subsequent act or failure to act. 14 Termination A. Parties may immediately terminate the Agreement if Parties fail to maintain good standing status with Cal-DOJ. B. Parties may terminate this Agreement, for any reason, at any time, by giving at least 60 days written notice of termination. C. Parties shall be entitled to full payment for services rendered prior to the date of termination. D. Parties may immediately terminate the Agreement if any local, state or federal legislation or case law, regulatory action or government mandate would prevent Client from using Biometrics4ALL's services or Parties failed to maintain good financial standing with the other Party or Cal-DOJ. E. Parties may terminate this Agreement if the other Party defaults in the performance of its material obligations hereunder and fails to substantially cure such default within sixty (60) days after receipt of a written notice of breach. F. Parties may terminate this Agreement immediately if the other Party becomes the subject of any proceeding commenced under any provision of the United States Bankruptcy Code, or executes any assignment for the benefit of creditors or the filing for relief under any applicable reorganization, moratorium or similar debtor relief Laws, then in any such event the other party may terminate this Agreement upon delivery of written notice. G. Parties shall return all physical material, software, and/or consumer information, as applicable, belonging to the other Party within thirty(30) days to the other Party unless otherwise agreed. 15 Limitation of Liability and Indemnification Biometrics4ALL agrees to indemnify, save, hold harmless, and at Client's request, defend the Client, its officers, agents, and employees from any and all costs and expenses(including attorney's fees and costs), damages, liabilities,claims,and losses occurring or resulting to Client in connection with the performance, or failure to perform, by Biometrics4ALL, its officers, agents, or employees under this Agreement, and from any and all costs and expenses(including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person,firm, or corporation who may be injured or damaged by the performance, or failure to perform, of Biometrics4ALL, its officers, agents, or employees under this Agreement. 16 Governing Law and Venue This agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of California other than conflict of laws principles thereof directing the application of any law other than that of California.The United States District Court, Eastern District of California, Fresno Division and et al(-JI =T;Plrr;A I L Confidential I Page:5 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 6 the California State Courts with jurisdiction of Fresno County will have exclusive jurisdiction over any and all disputes between Parties arising out of or relating to this agreement, the fulfillment of any Services or responsibilities describes herein, and any and all of the agreements, instruments and documents contemplated hereby. Parties hereby consent to and agree to submit to the jurisdiction of such courts. 17 Enforceability If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, Parties shall, if possible, agree on a legal, valid, and enforceable substitute provision that is as similar in effect to the deleted provision as possible. The remaining portion of the Agreement not declared illegal, invalid, or unenforceable shall, in any event, remain valid and effective for the term remaining unless the provision found illegal, invalid, or unenforceable goes to the essence of this Agreement. 18 Survivability Termination of this Agreement will not affect Parties' rights or obligations pursuant to other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement for two (2) years, including, but not limited to, confidentiality, non-solicitation, limitation of liability and indemnification. 19 Section Headings Section headings contained in this Agreement are for convenience of reference only and shall not affect, in any way,the meaning or interpretation of this Agreement. 20 Signature Authority Each Party represents that this Agreement has been executed on such Party's behalf on the date written below by a representative authorized to bind that Party with respect to the undertakings and obligations contained in this Agreement. Client Biometrics4ALL, Inc. Company Name: County of Fresno Biometrics4ALL,Inc. Digitally signed by Gary Cornuelle Signature: Gary Cornuelle Date:2021.09.20143941-07'00' Printed Name: Gary Cornuelle Edward Chen / Title: Purchasing Manager President/CEO Date: 9/16/2021 Address: 333 W. Pontiac Way 18300 Von Karman Ave,Suite 700 Clovis,CA 93612 Irvine,CA 92612 Phone: (559)600-7110 714-568-9888 R ,al0 1 1=T:;;_)lCT;A ALL Confidential I Page:6 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 7 ***********Section Intentionally Left Blank*********** Confidential I Page:7 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 8 Exhibit A — Statement of Work and Rate Schedule Unless otherwise agreed to in writing, the following Service Fees shall be applied. The following Service Fees shall remain as specified below for the duration of entire agreement. Service Fee Tenprint Transaction Relay Fee $0.75 per transaction with a monthly fee cap of$150 per system (each Live Scan machine) Cal-DOJ "Flats on Apps"Transaction Relay $4.00 per transaction with no monthly fee cap. Fee and Live Scan TOT Software Subscription Rlol'i =T;;PIcr;AAIL Confidential I Page:8 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "A" Page 9 Exhibit B — Insurance Requirements Parties shall procure and maintain throughout the term of this Agreement a policy at each Party's sole cost to insurance coverage required by applicable law for the performance of the Services that shall include a minimum of the following: a. Commercial General Liability coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. b. Professional liability/error and omissions coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and aggregate. c. Cyber Insurance coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and aggregate. The insurance required herein shall be issued by an insurance company authorized to do business in all states necessary to ensure effective coverage under this agreement and be written with a carrier that maintains an A.M. Best rating of at least A-. RI0r =T;;PIcr;AA1L Confidential I Page:9 of 9 Biometrics4All-Cal-DOJ Agreement(Final 9-16-21).docx P-21-369 Attachment "B" Page 1 SOFTWARE LICENSE AGREEMENT 1. This is an agreement between Biometrics4ALL, Inc. ("Licensor") and the "Licensee" who purchased the license or subscribed to the use the Biometrics4ALL Software ("Software"). 2. Licensee acknowledges that this is only a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the Software. 3. Software Installation. Each Software License permits the Software to be installed on one computer and must be used with the Licensor's designated fingerprint scanner or scanners. Licensee shall not make copies of the Software or allow copies of the Software to be made by others. Licensee may make copies of the Software for backup purposes only. 4. Software Use. Licensee shall use the Software according to the documentation and must not infringe on any third party's intellectual property rights or violate any government laws and regulations. Licensee shall not modify any software configurations without the Licensor's explicit permission. Licensee shall not reassign this license to a third party without the Licensor's explicit permission. Software License subscription is only valid when the software is covered by one of the Biometrics4ALL Maintenance Plans. 5. Limited Warranty. Licensor warrants to Licensee that the physical medium on which this Software is distributed is free from defects in materials and workmanship under normal use,the Software shall perform according to its documentation. This limited warranty lasts for a period of 90 days after delivery unless otherwise stated in the sales quote, agreement, or contract.To the extent permitted by law,THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty,the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties,then any implied warranty is limited to 90 days after delivery of the Software to Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee's jurisdiction, may have additional rights. 6. Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, LOSS OF PROFIT, LOSS OF RECORDS, RECORD REJECTIONS, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE. Licensor's total liability to Licensee for damages, costs and expenses shall not exceed the compensation received by the Licensor under this agreement. Licensee's jurisdiction may not allow such a limitation of damages, so some limitation may not apply. a. Neither parties shall be liable for any damages related to outages, interruptions, record losses, record rejections, or circumstances beyond their control. b. Licensor shall not be responsible or liable for any of the Licensee's record content including but not limited to fingerprint quality, data accuracy, or improper software operation. 7. Licensor Indemnity: Licensor shall indemnify, defend and hold harmless Licensee and all of its employees, agents, representatives, directors and officers ("Licensee Indemnitees") from and against a claim that the Software, as delivered and as used within the scope of this Agreement, infringes a copyright, patent,trade secret or other proprietary rights, that Licensor has infringed the intellectual Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:1 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 2 property rights of another, or that Licensor has otherwise misappropriated a trade secret in developing the Software. 8. Licensee Indemnity: To the extent of its fault, Licensee agrees to indemnify, defend and hold harmless Licensor from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's use of the Software. This indemnification obligation shall not apply to actions or claims to the extent such actions or claims are based on the permitted use of the Software in the form provided by Licensor. 9. Licensor has the right to make Software modifications at any time for compliance, uniformity, and supportability purposes. 10. Licensor has the right to terminate this License Agreement and Licensee's right to use this Software upon any material breach by Licensee, expiration of subscription, or non-payment. 11. In case of a Licensee breach of the Software Installation, Software Use, or termination of License,the Licensee shall, at Licensee's expense, return all copies of the Software to Licensor or destroy the Software to the Licensor's satisfaction. Upon breach, Licensee shall forfeit any right to refund. 12. This License Agreement is the entire agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding the Software. 13. This License Agreement is governed by the law of California applicable to California Agreements. 14. This License Agreement is valid upon execution. 15. If any provision of this Agreement or the application thereof is held invalid,the invalidity shall not affect other provisions or applications of the Agreement that can be given effect without the invalid provisions or application and to this end the provisions of this Agreement are declared to be severable. IN WITNESS WHEREOF, Licensee hereby explicitly agrees with the terms stated in this Agreement. LICENSEE: LICENSOR: County of Fresno Biometrics4ALL, Inc. Digitally signed by Gary Gary Cornuelle Date:202 Date:201.09.20 14:40:13 Signed:_ -07'00' Signed: Print Name: Gary Cornuelle Print Name: Edward Chen Title: Purchasing Manager Title: President/CEO Date: Date: 9/16/2021 %a>,A\;qim, =T?irC:4AI Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:2 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 3 BIOMETRICS4ALL WARRANTY AND MAINTENANCE AGREEMENT Biometrics4ALL hereby agrees to provide the service specified herein to the County of Fresno ("Subscriber")who purchased Maintenance Services, pursuant to the Terms and Conditions as set forth herein. TERMS This Agreement shall be in effect during the initial one year warranty period or any subsequent period as specified on the paid Biometrics4ALL invoice for the "Covered System"(s).This Agreement will be automatically renewed for the period specified on a paid invoice. Either party may terminate the Agreement by mailing notice to that effect to the last known principal office of the other party with a 30- day notice. Biometrics4ALL reserves the exclusive right not to sell or provide maintenance coverage to any Subscriber whose maintenance coverage has expired. COVERED SYSTEM(S)—See invoice for details Biometrics4ALL agrees to provide maintenance and support services for the software, hardware (by serial numbers or named parts), and configurations as agreed to by the parties and paid for by the Subscriber. Tampering with any component by the Subscriber may void the maintenance coverage of the component. "Covered System" does not include the operating system, Subscriber-developed software, and third-party software (except third party software embedded in the Covered System by Biometrics4ALL). "Covered System" does not include third party hardware or software obsolescence. MAINTENANCE SERVICES Maintenance Services are intended to maintain the Covered System in working order, keeping it free from material defects, and updates to picklist tables in accordance with government requirements. Inclusion of services are determined by the Maintenance Service Option purchased or stated on the paid Invoice. The subscriber intends to select the Standard Maintenance Service option, as specified below. STANDARD MAINTENANCE SERVICE The Standard Service includes help desk support calls to troubleshoot system issues, resolve identified software issues, maintain a software version that is compatible with governing specifications, make available updates to picklist tables, and assist Subscribers with hardware repair or replacement at no cost (Subscriber is responsible to ship the hardware to Biometrics4ALL at its own expense). Standard Maintenance Service is provided in accordance to the Level of Service defined. Standard Maintenance Service hours are: • Monday through Friday (except U.S. Federal Holidays) • 9am -5pm Subscriber's Zone Biometrics4ALL is responsible to configure the replacement system and any repair costs associated with the Covered System and is responsible for the shipping via freight shipment to the Subscriber.The Subscriber is responsible for the shipping to Biometrics4ALL with proper shipping packaging. In the event the repair equipment is deemed repairable or not cost effective to repair; Biometrics4ALL, at its sole discretion,will determine if loaner or permanent replacement equipment will be shipped to the Subscriber. a'i�\�IDri1=T?irC:4AI I Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:3 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 4 SERVICE CONDITIONS A. REMOTE ACCESS Effective Software Maintenance is only possible if Subscriber provides Biometrics4ALL with reasonable and high-speed access to the Covered System(s), including, but not limited to, system data,file transfer capabilities, and remote log-in and control capabilities. Biometrics4ALL will maintain secured access to the Covered System(s) and limit remote access solely for the purposes of providing support. Biometrics4ALL will comply with Subscriber's standard security procedures when requested by the Subscriber. Information accessed by Biometrics4ALL employees or contractors as a result of accessing Subscriber's system shall be deemed Confidential Information.The Subscriber shall provide a telephone accessible to the operator of the Covered System(s)for remote support. B. ISSUE REPORTING AND TRACKING PROCEDURES Subscriber may designate up to three authorized individuals who can request service. If not designated, Biometrics4ALL will designate the individual who purchased the Covered System(s) and the first 2 other individuals who have made contact with Biometrics4ALL. Biometrics4ALL help desk staff will provide an Issue Tracking Number for each incident. The Subscriber shall reference the Issue Tracking Number for all subsequent follow up activities. C. COMPUTER REPLACEMENT Subscriber agrees to repurchase and refresh the Covered System(s)computer at least once every 5 years. LEVEL OF SERVICE A. SEVERITY 1 Produces an emergency situation in which the multiple systems or entire Covered Systems are inoperable, produces incorrect results, or fails catastrophically. Biometrics4ALL will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone or email will be provided within eight (8) business hours. If the problem is not resolved, Biometrics4ALL will continue to exercise best efforts to resolve Severity 1 problems in less than forty-eight (48) hours.The resolution will be delivered to Subscriber as a work-around or as an emergency software fix. If Biometrics4ALL delivers an acceptable work-around,the severity classification will drop to a Severity 2 or lower. B. SEVERITY 2 Produces a detrimental situation in which performance (throughput or response) of the Covered System degrades substantially under reasonable workload, such that there is a severe impact on use. These scenarios include: 1. The Covered System is usable, but materially incomplete. 2. One or more mainline functions or commands are inoperable. 3. The use is otherwise significantly impacted. Biometrics4ALL will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event a response via telephone will be provided within eight (8) business hours. If the problem is not resolved, Biometrics4ALL will continue to exercise best efforts to resolve a Severity 2 problem within five (5) days. The resolution will be delivered to the Subscriber in the same format as Severity 1 issues. If Biometrics4ALL delivers a'i�\�IDri1=T?irC:4AI I Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:4 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 5 an acceptable work-around for a Severity 2 problem,the severity classification will drop to a Severity 3 or lower. C. SEVERITY 3 Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner.This can be described as the user suffers little or no significant impact. Biometrics4ALL will exercise best efforts to resolve a Severity 3 problem in the next maintenance release. D. SEVERITY 4 Produces a noticeable situation in which the use is affected in some way which can be reasonably corrected by a documentation change or by a future (regular) release from Biometrics4ALL. Biometrics4ALL will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. E. SOFTWARE MAINTENANCE During the term of this Agreement, Biometrics4ALL will maintain the Covered System by providing software updates and enhancements to Subscriber's Covered System at least once per year. All software updates and enhancements provided to the Subscriber by Biometrics4ALL pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: • Bug fixes; • Enhancements to keep current with changes to Regulations; • Enhancements to maintain software compatibility with the latest Microsoft Operating System (OS) upon deeming the OS is stable,typically six months to one year from the OS initial release. New releases can be provided to the Subscriber provided that the Covered System's current hardware and OS is compatible; • Software updates do not include any OS updates except for security patches as provided by Microsoft; • New software functionality that is a part of the Covered System's core functionality; • Software performance enhancements to Covered System; and • Software updates to conform to receiving agency specifications. Software updates do not include the following: • Labor associated with: o Change or transfer to different hardware platforms o Change or transfer to different operating systems • New modules that are not a part of the Covered System's core functionality Updates to software will be provided in files consisting of machine-readable format (executable). Updates to related documentation will be provided in electronic format. Biometrics4ALL shall not be obligated to provide changes to releases that are older than three (3) years from its initial release. Subscribers shall pay for all changes to non-current releases, while upgrades to latest releases are provided free of charge. ;;IDri1=T?irC:4AI I Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:5 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 6 SERVICE EXCLUSIONS Maintenance Services are intended to keep the Covered System(s) in normal operating condition. However,technology evolves over time, sometimes quickly, and often out of Biometrics4ALL's control. Therefore,the following exclusions apply: • Biometrics4ALL assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of the Covered System if the Subscriber has made changes to the system hardware, software configuration, or modifications to any supplied applications which may affect the performance of the Covered System and were made without prior notification and written approval by Biometrics4ALL. • Biometrics4ALL assumes no responsibility for the operation or performance of any Subscriber- written or third-party application. • Maintenance does not cover custom programming services. • Any hardware obsolescence. • Operating System. • Incompatibility between hardware and software due to inadequate hardware performance or lack of driver availability. • Any hardware failure resulting from physical damage, misuse, or operation not in accordance with Biometrics4ALL instructions. UNAUTHORIZED REPAIR The Subscriber shall not make or attempt any unauthorized repairs. All repairs shall be made by authorized Biometrics4ALL employees or its authorized vendors. In the event that such an unauthorized repair or attempts to repair are made by the Subscriber, Biometrics4ALL reserves the exclusive right to void all coverage under this Agreement. Biometrics4ALL shall not be responsible for any costs incurred by the Subscriber from unauthorized repairs. REPAIR PARTS All removed parts which are replaced under repair shall become the property of Biometrics4ALL. Biometrics4ALL reserves the right to use comparable performing parts for all repairs. FEES AND PAYMENTS All Maintenance Service prices shall remain as specified in the quote (included as Exhibit A) and shall not be increased for the duration of the entire agreement. Biometrics4ALL shall invoice Subscribers for the Maintenance Service. Upon full payment of the Maintenance Service Plan Invoice, this Agreement will be automatically renewed annually. Any delinquent balance must be cleared before a new Maintenance Service Agreement may be executed. Any payments made by the Subscriber will apply to all delinquent invoices prior to being applied towards future Maintenance Service Agreements. Maintenance must be paid in advance on a quarterly or annual basis. In no event shall compensation for Maintenance Services performed under this Agreement be in excess of Seven Thousand,Six Hundred Eighty and no/100 Dollars ($7,680). LIMITED LIABILITY Biometrics4ALL's Maintenance Service pricing reflects the allocation of risk and limitation of liability specified below. a'i�\�IDri1=T?irC:4AI I Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:6 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 7 NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FORTH E OTHER PARTY'S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,WHETHER IN AN ACTION IN AGREEMENT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES. • Biometrics4ALL and Subscriber shall not be responsible for any outages, interruptions, or circumstances beyond its control.This shall include but not be limited to record loss or record rejection. • Biometrics4ALL shall not be responsible or liable for any of the Subscriber's record content including but not limited to fingerprint quality, data accuracy, or improper software operation. • Notwithstanding the foregoing,the provisions of this Limited Liability provision shall not limit, reduce or restrict Licensor's obligations under the Indemnification provisions of this Agreement. INSURANCE COVERAGE Parties shall procure and maintain throughout the term of this Agreement a policy at each Party's sole cost to insurance coverage required by applicable law for the performance of the Services that shall include a minimum of the following: • Commercial General Liability coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate. • Professional liability/error and omissions coverage with a single limit of not less than One Million Dollars ($1,000,000) per occurrence and aggregate. • Statutory Workers' Compensation, Disability Coverage and Unemployment Insurance. CONFIDENTIALITY Parties acknowledge that in the course of providing services, Confidential Information may be exposed to the other party. This includes, but not limited to, customer data, business terms, pricing strategies, capabilities, email communications, etc. Receiving Party agrees to not publish or share such confidential information with any third party unless required by law, including the Public Records Act, or without the Disclosing Party's explicit written consent. Both parties shall take all reasonable precautions to safeguard the privacy and confidentiality of all of the received data ENTIRE AGREEMENT Any modifications or amendments to this Agreement must be in writing, signed, and dated by Biometrics4ALL and Subscriber. GOVERNING LAW This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of California as applied to transactions to be carried out wholly within California by California residents.Any proceedings relating to the subject matter hereof shall be maintained in the state or federal courts of Fresno County, California, which courts shall have exclusive jurisdiction for such purpose. Each of the parties waives any objection to venue or in personal jurisdiction, provided that service is effective. a�i\�1�I51=T?ICr�/.�I I Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:7 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement P-21-369 Attachment "B" Page 8 INDEMNIFICATION Biometrics4ALL agrees to indemnify, save, hold harmless, and at Subscriber's request, defend the Subscriber, its officers, agents, and employees from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to Subscriber in connection with the performance, or failure to perform, by Biometrics4ALL, its officers, agents, or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person,firm,or corporation who may be injured or damaged by the performance, or failure to perform, of Biometrics4ALL, its officers, agents, or employees under this Agreement. SEVERABILITY If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable. IN WITNESS WHEREOF, Subscriber hereby explicitly agrees with the terms stated in this Agreement. SUBSCRIBER County of Fresno Biometrics4ALL, Inc. Digitally signed by Gary Gary Cornuelle DateU202 Date:201.09.20 14:40:47 Signed: -07'00' Signed: Print Name: Gary Cornuelle Print Name: Edward Chen Title: Purchasing Manager Title: President/CEO Date: Date: 9/16/2021 Biometrics4ALL,Inc.220 Commerce,Suite 150,Irvine,CA 92602 Page:8 of 8 www.biometrics4all.com I Copyright©2018 Software License,Warranty and Maintenance Agreement Contractor's Response to County of Fresno Department of Social Services Request for Quotation G:\PUBLIC\CONTRACTS&EXTRACTS\2021 CONTRACTS\P-21-369 BIOMETRIC54ALL\CONTRACTS&EXTRACTS\P-21-369 BIOMETRIC54ALL AGREEMENT.DOO( ------------------- • alOn=TRICS-IfiaLL UIS Compliant Encrypted Data Handling(256bit AES,FIPS 140-2) G) COUNTY OF FRESNO Flexible,Scalable THE DEPARTMENT OF SOCIAL SERVICES Hardware Agnostic LiveScan Solutions Live Scan Equipment and Peer Service Provider Connection RFQ Intuitive Graphical PROPOSAL ys ���" > Ij;' User Interface with A Context Sensitive ;a Video Training Sophisticated Appointment System and Reminder Notifications Exceptionally Low Rejection Rate of 0.8%1 Comprehensive Billing, Collection,and Contract Management Solution Jun 22,2021 RESPONSE BY Advanced Central Management Server Biometrics4ALL, Inc. with Encrypted 2-Way Communication 18300 Von Karman Ave,Ste 700 Irvine,CA 92612 es n O C O Ufj�l Phone: (714) 568-9888 Opt. 3 Email:sales@biomentrics4ALL.com / 1f k 2,000+Live Scans On a Single . Centrally Managed 0 Network V eft Of SOO`a\ ,e Authentication .With Advanced Data F Protection and CHRI CAS Security Compliance F Dissemination Transaction .�. and CBS I L Management 4 4p Automated Advanced CBS Invoice and Solutions Collection 7- Appointments IF Advanced Maria gement O CONFIDENTIAL NOTICE This proposal contains Biometrics4ALL, Inc. confidential or proprietary information that are protected from disclosure to the public. Biometrics4ALL confidential or proprietary information includes, but is not limited to, proprietary security designs, infrastructure, business approach, customer list and references, project details, company financials,pricing,service volume,personnel,expansion plans,and technology and product road maps. Subject to applicable law,our confidential or proprietary information may not be disclosed(pursuant to freedom of information act or similar legislations), reproduced in part or in whole, or used for any purpose other than the purpose of evaluating this proposal, without the prior written consent of an executive officer or legal representation of Biometrics4ALL, Inc. COPYRIGHT AND TRADEMARKS Copyright© 2021 Biometrics4ALL, Inc.All rights reserved.The trademarks identified herein are the trademarks or registered trademarks belong to Biometrics4ALL, Inc. Or other third party. PAGE:2 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING SerVICeS PARTNER LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ Biometrics4ALL is honored to offer our live scan equipment and peer service provider connection services for the County Of Fresno, The Department Of Social Services. Founded in 2005, Biometrics4ALL specializes in Live Scan, biometrics enrollment and criminal arrest booking products and services. Our solutions have helped more than 3,000 private, government, and law enforcement entities in 20 countries across 4 continents and over 1,600 entities in California. We are the first and the only entity to achieve 100%CAS Security compliance in an FBI CAS Security Audit. Biometrics4ALL designs, builds,and operates one of the largest fingerprint enrollment service networks in the U.S. with over 3,000 live scans connected to a single network submitting to various agencies. This network has processed more than 10 million fingerprint transactions and submits approximately 1 million transactions annually to Cal-DOJ. Managed by our strong Live Scan quality control features, Biometrics4ALL is the first entity to achieve a 0% rejection rate for the 6 months prior to an FBI Audit. This unprecedented achievement even includes a sizeable ink fingerprint card processing volume that traditionally yielded higher rejection rates, which further demonstrates our meticulous care for our customers. Biometrics4ALL has a different philosophy from the rest of the vendors. Our mission is to be your trusted advisor and create long term partnerships to achieve a sense of "community". We foster our user community by sharing inspirations and innovations through our products and services. This philosophy guided us to push the limits of technology and allowed us to transform ideas into new features and services. We are especially proud of the fact that we were able to leverage our technology .. foundation and creativity during the COVID-19 pandemic. In just 3 weeks during the shelter-in-place order in March 2020,we conceptualized, submitted a proposal to Cal- DOJ, received full approval, enhanced our software, completed certification, and executed a mass rollout to over 1,000 Live Scan systems to enable the state of California to become the only state to offer a complete social distancing compliant fingerprinting service. Our swift actions allowed California to continue fingerprint based background check while ensuring maximum public safety. Biometrics4ALL is the only California Company that is both a Peer Provider and a Live Scan manufacturer. We have been the number one vendor in California for well over a decade. We provide more Live Scan • 1,600+Live Scan deployment in CA systems and process more Cal-DOJ Live • Fastest Live Scan Solution Scan transactions than all of the other • Lowest Rejection Rate vendors combined. Our continuous • Only Data Encryption that protects innovation, advanced engineering Against Cyber Attacks capabilities, and free software upgrades • Only True Social Distancing Solution with every maintenance plan will • Innovations for the future ensure Fresno County DSS will always Automated• Payment&Collection have the best and most secured Live Scan solution in the industry. a — r • PAGE:3 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER'" LIVE SCAN EQUIPMENT AND FRESNO COUNTY-THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ PROPOSED SOLUTION SUMMARY (WITH SOME OPTIONAL SERVICES) Biometrics4ALL offers the industry's only fully encrypted Live Scan solution. Our Live Scan system encrypts all sensitive data in files and at database cell level. This approach is the only mean of mitigating cyber security risks. We encrypt all data at rest and in transit using FIPS 140-2 certified 256bit AES algorithm. Additionally, our encryption is tied to the platform the data resides on, thereby making any removed data • OEM Slta to Srta VPN VSSL Encryption instantly useless. Our server and web solution ' ' 1. WeESenAm.Nen--(RSA3o7—I WSOL(WS Http WS Pr.ros.l) Enrollment employ several layers of security including Svstems 1.Token Aislgnetl by CMS Server Intrusion Detection System (IDS), firewalls, anti- 3.11 Encryprotl wIM 156Ek AE5 8 transmlttetl to CMS (WAN virus and anti-malware software, VLAN Sep, , ratlon A.Tr.nsml--Eenfir---0.eturnetl separation, vulnerability scan and daily review, f;... wee�A't proprietary web service communication, IP banning technology, etc. Our Live Scan solution is the most feature rich, expedient, user friendly, and has the lowest "total cost of ownership".There are countless features within our Live Scan software and server solution, below are just a short summary: • CUSTOMIZABLE AND DEDICATED WEB PORTAL (2,000 annual transaction minimum):Websites can be tailored using our flexible"skin" configurator to convey Fresno County DSS specific logo, welcome n,,,L.,,..k • ' message, help videos, user instructions, legal disclaimers, contact information, and website appearance. Biometrics4ALL actively manages , hundreds of tailored websites similar to the one offered here. • GOOGLE MAP BASED LOCATION LOOKUP: Applicants can quickly find - the nearest location using our integrated Google Map. Satellite _ •'n w Z Map • s. _ 1 + View — Satellite View OPEN Street View Driving V ° "o Direction - ♦..�... a LalowamAccm6A, p PAGE:4 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER'" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ May 2020 O • ADVANCED APPOINTMENT SYSTEM WITH FOLLOW UP NOTIFICATIONS: Su W Fn We rI, F, Sa Our flexible appointment system allows each fingerprinting location to configure different appointment frequency (e.g. every 10 min or every 30 „ min)and different service hours using an user friendly web interface. It also offers ad-hoc appointment removal capability (e.g. for meetings or pAM P,SAM vacations).Additionally, our appointment infrastructure will "chase" after 2-- an applicant from initial appointment scheduling to transaction teL6 AM completion, including missed appointments. ;; Am ,IIS.M t2,60M �� 1S.1a aM a'.a+aM B CSC]AM 0 C60 J]J O C6.-0 C V_ 0 '2'— ® ,2264V 0 <....,...aan N . wow crony A. vnu Sronm<rrN U v5]f, Cm,r]Wb if i6)833-SMI aeaele"new yaw <nx.cam WWKy Nwn a ♦—Am e/_au 1.4>efw L.0 1 Appointment I .11A..1a.� 6/wnr �/an]u iO ouw I aI sr,<u APPiioM — Confirmation � T , U1 o<nA I I 1-0— I Effie ils I.mw d M fie* ]M O 1.4 Jio xr]u jV0 s.^.N 1 1,0 � �� ���� 24 Hour Reminder 11 war e1•]a+w I,/weJw -.zaM O e Emalis It/ "'.0� Aw 6/nrc+w ./ -,n]., --- 1Hour Reminder Ten Message .�'tY V �•]few I�;]mAp I �r.f6N �/ ].LIN ' ® ® ® ® BCD 2 Hour Missed J J J as w I,„+ - .►.uM•M_ ' Appointment ——— Ncntrcatim ]w•rw<am CD 1-1 � 2a No6r Mined � •wmws..<,x.. a——— QD Apponnmant "" NoUReatbn �e a, • MOBILE, TABLET, AND PC '., FRIENDLY WEB PORTAL:Our o ~®_ °�� website will automatically "°�" �' CD ° adjust layouts to fit the screen size of various a ° '° ° ° devices. Applicants and � " m, °•°",° ,„m"• administrators can easily use our web portal to process 0 0 0 and manage transactions. Layout on a PC or Tablet Layout on a Mobile Phone • CENTRALIZED APPOINTMENT AND TRANSACTION PROGRESS MONITORING: Enables NIGC and tribal administrators to monitor/manage transaction progress across all tribes and tribe administrators to manage their own transactions. • FASTEST LIVE SCAN SOFTWARE: Our advanced Live Scan software is architected to leverage every computer resource to speed up overall processing. For example, leveraging multiple CPU threads for faster image processing, maintaining data in RAM for quicker access, leveraging separate services to perform background calculations, etc. We have consistently proven superior performance to other vendors, even with identical fingerprint scanners. Our proposed software can complete fingerprinting in less than 10 seconds (15 seconds with applicant self-guided approach to achieve social distancing). LPIr-in, =T?Ifr r;4 A I I PAGE:5 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ • INTUITIVE USER INTERFACE: We made the Graphical User Interface(GUI)so intuitive that most operators and applicants can execute correctly without extensive training. Fingerprint Navigation Bar �. ...... .. ............ • COMPREHENSIVE AND CONTEXT SENSITIVE TRAINING VIDEOS: We created a series of training videos and made them available on demand to the operator.Videos and help text are context sensitive to what the operator sees at that moment. For example, if the operator is entering the subject's First Name, the video will demonstrate how to properly enter the First Name. If the operator is on the fingerprinting page, then the video will show how to properly prepare the subject's wet or dry hand, execute the best fingerprinting techniques, and how to annotate finger exceptions, etc. • FULL DATA VALIDATION: While transaction data appears to be simple to enter, there are numerous details that can cause issues. This is especially useful when data imports are involved. Our Live Scan software will validate against submission requirements and allow the operator to make corrections to avoid rejections.Additionally, Biometrics4ALL server infrastructure will revalidate data prior to submitting to the FBI to ensure all transaction data conforms to the FBI business rules. • FINGERPRINTING ERROR PREVENTION: Our Live Scan has a variety of quality control features such as Left vs. Right hand detection, color coded image quality grading, out of sequence, too light, too dark, insufficiently rolled image, multi-image retention/reuse, detailed zoom inspection, etc. MM ♦�1 ♦ /1 1111111111il ■ Check H a nod ■ Apr-In, =T?Ir C;CAI I PAGE:6 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ FINAL THOUGHTS We understand that there are several vendors for Fresno * Committed to Fresno County DSS County DSS to choose from and we appreciate the a Advanced Central Management Solution opportunity to become the selected service partner. We a Uncompromising Data Security believe that the combination of our innovative and advanced e Most Advanced Live Scan Solution engineering capabilities, dedication to primarily Quality ,. FBI fingerprinting products and services, creative approaches to Innovation+Experience+Engineering solving challenges (such as the COVID-19 pandemic), and our Capabilities extensive fingerprinting services experiences from processing 10 million applicants will prove to be the best choice for Fresno County DSS. Our unique Live Scan features enabled us to achieve an unprecedented 0% FBI rejection rate and less than 0.8%rejection rate across millions of transactions.To learn more about the optional full social distancing solution, please take a few minutes to watch this video: https://youtu.be/5r8kn FGuBc. We can fulfill all of Fresno County DSS's current requirements with ease and we will proactively anticipate Fresno County DSS's needs in the future. Our continuous technology and process improvement have and will continue to reduce manual labor and soft costs which will provide Fresno County DSS the most cost-effective services for years to come.Our unwavering commitment to security and unique technology that protects sensitive information virtually eliminates Fresno County DSS's data breach liability risks. It is our total package that sets us apart from the rest of the vendors. We are thrilled to be considered by Fresno County DSS for this essential product and service. FRESNO COUNTY DSS DIRECT QUESTION RESPONSES 1. Are you currently on the certified California DOJ Live Scan vendor list? Yes, Biometrics4ALL has been a Certified Cal-DOJ Live Scan vendor since 2005 and successfully maintained our certification for the past 16 years. 2. Are you currently a California Certified Peer Provider? Yes for he past 16 years and Biometrics4ALL is the largest Cal-DOJ certified Peer Provider for the past 14 years. Our Peer Provider service has successfully processed over 10M applicants for Cal-DOJ and submits approximately 1 million Live Scan transactions to Cal-DOJ each year. 3. What is the estimated timeline for the purchase of the machines, as well as an estimated timeline for the delivery and installation of the machines? On a routine basis, Biometrics4ALL keeps all hardware in stock. Upon Cal-DOD's Live Scan assignment (or upgrading an existing system), Biometrics4ALL's general turnaround for configuration and shipment is typically 1 to 2 weeks. Upon shipment, we will coordinate installation and Cal-DOJ testing date between Fresno County DSS, Cal-DOJ, and our trainer/installer. 4. Please describe the process for installation and configuration of the machines and what the County would be required to do for this process. The proposed Live Scan system consists of a laptop, a fingerprint scanner, and a magstripe reader (for driver licenses). All of the devices are connected by simple USB cables. Therefore, the entire installation process involves the County staff to take the equipment out of the boxes, plug in the laptop power, connect the scanner to the laptop via USB plug into any available USB port, and connect the magstripe ', =7221 54AI Il . PAGE:7 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER" LIVE SCAN EQUIPMENT AND FRESNO COUNTY-THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ reader to the laptop via USB plug. Then ask county IT to join the laptop to the County internet. Biometrics4ALL's Peer Provider service does not require any special software (e.g. Cisco VPN client that many vendors use). Our Live Scan software has built-in encrypted communication that ensure the most secured connection to our central server to relay transactions to Cal-DOJ.Your Live Scan systems will come pre-configured with your exact Cal-DOJ Live Scan assignments. Therefore, the entire installation process is extremely simple to achieve. 5. Does the software automatically update? Biometrics4ALL provides free software upgrades regardless of version numbers with our warranty and every maintenance plan. Our Live Scan software will also automatically update Cal-DOJ tables every few hours. a. If software does not automatically update, what is needed to update the software? There is nothing the county staff needs to do.All updates occur in the background. 6. What type of internet connection is needed? Our solution does not require any special internet connection, general County internet connection will work. a. Are there specific network ports that need to be opened through the County network? Yes, we do use specific domain/IP and ports. They are generally open under most networks. Biometrics4ALL will provide the specific few domain/IP and ports prior to installation to County IT can ensure they are open. b. Do you support Wi-Fi connections and, if so, are there security features to prevent any confidentiality/transmission interruption issues? Yes, our Live Scan software maintains secured connection via Wi-Fi connections. Our proprietary secured communication between our Live Scan and our central server employs FIPS 140-2 certified 256bit AES encryption algorithm that have been audited by the FBI as the most secured implementation. All data (sensitive or not) are transmitted via this secured communication. 7. If there are transmission interruptions/issues, does the software retain the scans until the connection is re-established? Yes,all transactions are stored locally with FIPS 140-2 certified 256bit AES encryption. If data transmission is interrupted or unavailable, our Live Scan system queues the submission in the background and automatically initiates transmission the instant connectivity is restored. 8. What are your timeframes for resolution of technical issues? Example: "Technical issues that prevent the ability to process Live Scans are to be resolved within 1 —3 business days." Most issues are resolved on the spot (generally minutes). In the event the hardware must be repaired or replace, biometrics4ALL will ship the replacement or loaner hardware within 24 hours. Your software conditions and transmissions are monitored centrally and Biometrics4ALL has by far the most advanced technology in the industry. Our sophisticated technology is the reason our Live Scan services has never had any downtime greater than 4 hours in the past 16 years and how 55%of all applicant live scan systems throughout California are using Biometrics4ALL's systems. LPry_h=T?I["A4" PAGE:8 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNER— LIVE SCAN EQUIPMENT AND FRESNO COUNTY-THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ PROPOSED QUOTE SUMMARY (Package A with IBT Kojak scanner) VENDOR NAME: Biometrics4ALL, Inc. Please use the template below to indicate all costs associated with providing these services. Disregard any sections that are not applicable and modify sections, as needed, if your quote differs from the template. SERVICE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Live Scan hardware "bundle", including fingerprint scanning 2 Units Standard Standard Standard Standard machine, laptop, software, and any Maintenance Maintenance Maintenance Maintenance additional required elements Physical installation of machines Remote Assisted N/A N/A N/A N/A Configuration of machines Pre-configured N/A N/A N/A N/A Driver's License/ID magnetic strip 2 Units Standard Standard Standard Standard reader Maintenance Maintenance Maintenance Maintenance Software installation Pre-configured N/A N/A N/A N/A Software training services 2 sessions N/A N/A N/A N/A Standard Standard Standard Standard Hardware warranty 2oneyear Maintenance Maintenance Maintenance Maintenance Software updates & maintenance Routine Standard Standard Standard Standard Maintenance Maintenance Maintenance Maintenance Phone support (during normal 2 one year Standard Standard Standard Standard business hours) Maintenance Maintenance Maintenance Maintenance $0.75(tenprint) Depending Depending Depending Depending Transmission fees (per transaction) -or- on Volume on Volume on Volume on Volume $4(flats only) $1,680 $1,680 $1,680 $1,680 Grouped Line Item Total $5,560(PkgA) (standard (standard (standard (standard Maintenance) Maintenance) Maintenance) Maintenance) GRAND TOTAL FOR 5 YEARS $12,280.00 (Package A) "All costs should include taxes.Totals exclude transaction fees. &MIM, PAGE:9 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNERT" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ PROPOSED QUOTE SUMMARY (Package B with HID Crossmatch Patrol Scanner) VENDOR NAME: Biometrics4ALL, Inc. Please use the template below to indicate all costs associated with providing these services. Disregard any sections that are not applicable and modify sections, as needed, if your quote differs from the template. SERVICE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Live Scan hardware "bundle", including fingerprint scanning 2 Units Standard Standard Standard Standard machine, laptop, software, and any Maintenance Maintenance Maintenance Maintenance additional required elements Physical installation of machines Remote Assisted N/A N/A N/A N/A Configuration of machines Pre-configured N/A N/A N/A N/A Driver's License/ID magnetic strip 2 Units Standard Standard Standard Standard reader Maintenance Maintenance Maintenance Maintenance Software installation Pre-configured N/A N/A N/A N/A Software training services 2sessions N/A N/A N/A N/A Standard Standard Standard Standard Hardware warranty 2oneyear Maintenance Maintenance Maintenance Maintenance Software updates & maintenance Routine Standard Standard Standard Standard Maintenance Maintenance Maintenance Maintenance Phone support (during normal 2 one year Standard Standard Standard Standard business hours) Maintenance Maintenance Maintenance Maintenance $0.75(tenprint) Depending Depending Depending Depending Transmission fees (per transaction) -or- on Volume on Volume on Volume on Volume $4(flats only) $1,920 $1,920 $1,920 $1,920 Grouped Line Item Total $6,560.00(Pkg B) (standard (standard (standard (standard Maintenance) Maintenance) Maintenance) Maintenance) GRAND TOTAL FOR 5 YEARS $14,240.00 (Package B) "All costs should include taxes.Totals exclude transaction fees. &MIM, PAGE:10 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING Services PARTNERT" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ PROPOSED QUOTE DETAIL NARRATIVE VENDOR NAME: Biometrics4ALL, Inc. Please describe any costs included in your quote. There is no recommendation for page length. Include explanation of any line item cost which may be unclear to a reviewer who is unfamiliar with your organization. SERVICE Products and Services Description Live Scan hardware "bundle", including Biometrics4ALL's Cal-DOJ certified Live Scan 4th General Software. fingerprint scanning Dell 15.6"Laptop with Windows 30 Professional,8GB RAM,and Solid State Drive machine, laptop, software, Pkg A:IBT Kojak scanner(3.2"W X 3.0"H capture surface) -or— and any additional Pkg B:HID Crossmatch Patrol Scanner(3.2"W X 3.0"H capture surface) required elements Physical installation of Remote Assisted.Basically,remove laptop,scanner,and magstripe reader from boxes, plug in laptop power and connect scanner and magstripe reader to the laptop via USB. machines Entire process should take less than 10 minutes. Everything is pre-configured at Biometrics4ALL's office prior to shipping the live scan Configuration of machines system.We will configure the Live Scan system to match Cal-DOJ assigned Live Scan ID, group code,ACN,and Billing Number. Driver's License/ID A simple swipe motion will automatically populate the applicant's First Name,Last Name,Address,Height,Weight,Eye Color,Hair Color,Gender,and driver license magnetic strip reader number.ID may be swiped regardless where the cursor is on the data entry page. Software installation Software will be pre-installed prior to shipping. Our Live Scan software has the industry's only context sensitive built-in training video to Software training services achieve the best possible training.Additionally,our instructor led training will typically last about two to three hours depending on operator knowledge and experience. Hardware,Software,and helpdesk support are included in the first year.Hardware warranty includes loaner equipment if needed as well as repair or replacement of any Hardware warranty non-functioning hardware.Software upgrades included to ensure the County will always have our latest software and Cal-DOD's latest picklist tables. Software are upgraded,not just updated on a regular basis(typically every couple of Software updates & month).Cal-DOJ tables are updated within hours from their releases(Cal-DOJ typically maintenance releases new tables once or twice weekly).All updates occur in the background,no operator actions are required. Phone support (during Biometrics4ALL support staff is available Monday through Friday Sam to 6pm. normal business hours) Traditional tenprint transactions(4 flat impressions and 10 rolled impressions) -or- Flats only with the only Cal-DOJ conforming QC review process transactions(3 flat Transmission fees (Per impressions,no rolled impressions,full QC control interface) transaction) Live Scan operator can choose which method to capture for each transaction(two different buttons on the screen) Completely eliminates Request for Live Scan Form(a.k.a.8016 form), payment Optional Full Social exchange,document exchange,data entry,privacy statement sign-off,Live Scan form Distancing Solution and archiving(1 year),and any contact within 6 ft.Also offers centralized appointment streamlined process solution,transaction management(including ATI and SCN),online reports,etc. Prices available upon request PAGE:11 YOUR LIVE SCAN SOLUTION AND FINGERPRINTING SerVICeS PARTNER'" LIVE SCAN EQUIPMENT AND FRESNO COUNTY—THE DEPARTMENT OF SOCIAL SERVICES(DSS) PEER SERVICE PROVIDER CONNECTION RFQ