Original Agreement

MAINTENANCE AND

“oo~™ SUPPORT AGREEMENT
Gy SAFRAN

Morphotrak

MorphoTrak, LLC, (“MorphoTrak” or “Seller”) having a principal place of business at 5515 E. La
Palma Avenue, Suite 100, Anaheim, CA 92807 and El Mirage Police Department (“Customer’),
having a place of business 12401 W, Cinnabar Avenue, El Mirage, AZ 85335 enter into this
Maintenance and Support Agreement (“Agreement”), pursuant to which Customer will purchase
and Seller will sell the maintenance and support services as described below and in the attached
exhibits. Seller and Customer may be referred to individually as “party” and collectively as
“parties.”

For good and valuable consideration, the parties agree as follows.

Section 1. EXHIBITS

The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting
this Agreement and resolving any ambigulties, the main body of this Agreement will take
precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the
order in which they are listed below.

Exhibit A “Description of Covered Products”

Exhibit B “Support Plan"

Exhibit C “Support Plan Options and Pricing Worksheet"
Exhibit D “Billable Rates”

Section 2. DEFINITIONS

“Equipment” means the physical hardware purchased by Customer from Seller pursuant to a
separate System Agreement, Products Agreement, or other form of agreement.

“MorphoTrak” means MorphoTrak, Inc.

“MorphoTrak Software" means Software that MorphoTrak or Seller owns. The term includes
Product Releases, Standard Releases, and Supplemental Releases.

“Non-MorphoTrak Software” means Software that a party other than MorphoTrak or Seller owns.

“Optional Technical Support Services” means fee-based technical support services that are not
covered as part of the standard Technical Support Services.

“Patch” means a specific change to the Software that does not require a Release.

“Principal Period of Maintenance" or "PPM" means the specified days, and times during the days,
that maintenance and support services will be provided under this Agreement. The PPM selected
by Customer is indicated in the Support Plan Options and Pricing Worksheet.

“Products” means the Equipment (if applicable as indicated in the Description of Covered
Products) and Software provided by Seller.

"Releases" means an Update or Upgrade to the MorphoTrak Software and are characterized as
“Supplemental Releases," “Standard Releases,” or “Product Releases.” A “Supplemental
Release" is defined as a minor release of MorphoTrak Software that contains primarily error
corrections to an existing Standard Release and may contain limited improvements that do not

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Contract No. 005596-001 REV!

affect the overall structure of the MorphoTrak Software. Depending on Customer's specific
configuration, a Supplemental Release might not be applicable. Supplemental Releases are
identified by the third digit of the three-digit release number, shown here as underlined: “1 .2.3".A
“Standard Release” is defined as a major release of MorphoTrak Software that contains product
enhancements and improvements, such as new databases, modifications to databases, or new
servers. A Standard Release may involve file and database conversions, System configuration
changes, hardware changes, additional training, on-site installation, and System downtime.
Standard Releases are identified by the second digit of the three-digit release number, shown
here as underlined: "1.2.3". A “Product Release” is defined as a major release of MorphoTrak
Software considered to be the next generation of an existing product or a new product offering.
Product Releases are identified by the first digit of the three-digit release number, shown here as
underlined: "1.2.3". If a question arises as to whether a Product offering is a Standard Release or
a Product Release, MorphoTrak's opinion will prevail, provided that MorphoTrak treats the
Product offering as a new Product or feature for its end user customers generally.

“Residual Error” means a software malfunction or a programming, coding, or syntax error that
causes the Software to fail to conform to the Specifications.

“Services" means those maintenance and support services described in the Support Plan and
provided under this Agreement.

“Software” means the MorphoTrak Software and Non-MorphoTrak Software that is furnished with
the System or Equipment.

“Specifications” means the design, form, functionality, or performance requirements described in
published descriptions of the Software, and if also applicable, in any modifications to the
published specifications as expressly agreed to in writing by the parties.

“Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time,
excluding established MorphoTrak holidays.

“Standard Business Hour" means a sixty (60) minute period of time within a Standard Business
Day(s).

“Start Date” means the date upon which this Agreement begins. The Start Date is specified in the
Support Plan Options and Pricing Worksheet.

“System” means the Products and services provided by Seller as a system as more fully
described in the Technical and Implementation Documents attached as exhibits to a System
Agreement between Customer and Seller (or MorphoTrak).

“Technical Support Services" means the remote telephonic support provided by Seller on a
standard and centralized basis concerning the Products, including diagnostic services and
troubleshooting to assist Customer in ascertaining the nature of a problem being experienced by
the Customer, minor assistance concerning the use of the Software (including advising or
assisting the Customer in attempting data/database recovery, database set up, client-server
advice), and assistance or advice on installation of Releases provided under this Agreement.

“Update” means a Supplemental Release or a Standard Release.

“Upgrade” means a Product Release.

M&SA including Exhibits 02/10 Pago 2 of 14

Contract No. 005596-001 REV1

Section 3. SCOPE AND TERM OF SERVICES

3.1. In accordance with the provisions of this Agreement and in consideration of the payment
by Customer of the price for the Services, Seller will provide to Customer the Services in
accordance with Customer's selections as indicated in the Support Plan Options and Pricing
Worksheet, and such Services will apply only to the Products described in the Description of
Covered Products.

3.2, The Term of this Agreement will commence upon the Start Date and will continue until
the fourth anniversary of the Effective Date unless either party notifies the other of its intention to
not renew the Agreement (in whole or part) not less than thirty (30) days before the anniversary
date or this Agreement is terminated for default by a party.

3.3, This Agreement covers all copies of the specified Software listed in the Description of
Covered Products that are licensed by Seller to Customer. If the price for Services is based upon
a per unit fee, such price will be calculated on the total number of units of the Software that are
licensed to Customer as of the beginning of the annual maintenance and support period. If,
during an annual maintenance and support period, Customer acquires additional units of the
Software that is covered by this Agreement, the price for maintenance and support services for
those additional units will be calculated and added to the total price either (1) if and when the
annual maintenance and support period is renewed or (2) immediately when Customer acquires
the additional units, as MorphoTrak determines. Seller may adjust the price of the maintenance
and support services effective as of a renewal if it provides to Customer notice of the price
adjustment at least forty-five (45) days before the expiration of the annual maintenance and
support period. If Customer notifies Seller of its intention not to renew this Agreement as
permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with Seller's
consent provided (a) Customer pays to Seller the amount that it would have paid if Customer had
kept this Agreement current, (b) Customer ensures that all applicable Equipment is in good
operating conditions at the time of reinstatement, and (c) all copies of the specified Software
listed in the Description of Covered Products are covered.

3.4. When Seller performs Services at the location of installed Products, Customer agrees to
provide to Seller, at no charge, a non-hazardous environment for work with shelter, heat, light,
and power, and with full and free access to the covered Products. Customer will provide all
information pertaining to the hardware and software with which the Products are interfacing to
enable Seller to perform its obligations under this Agreement.

3.5. All Customer requests for covered Services will be made initially with the call intake
center identified in the Support Plan Options and Pricing Worksheet.

3.6. Seller will provide to Customer Technical Support Services and Releases as follows:

3.6.1. Seller will provide unlimited Technical Support Services and correction of Residual
Errors during the PPM in accordance with the exhibits. The level of Technical Support depends
upon the Customer's selection as indicated in the Support Plan Options and Pricing Worksheet.
Any Technical Support Services that are performed by Seller outside the contracted PPM and
any Residual Error corrections that are outside the scope shall be billed at the then current hourly
rates. Technical Support Services will be to investigate specifics about the functioning of covered
Products to determine whether there is a defect in the Product and will not be used in lieu of
training on the covered Products.

‘M&SA including Exhibits 02/10 age
Contract No. 005596-001 REVI

: Page 3 of 14

3.6.2. Unless otherwise stated in paragraph 3.6.3 or if the Support Plan Options and
Pricing Worksheet expressly provides to the contrary, Seller will provide to Customer without
additional license fees an available Supplemental or Standard Release after receipt of a request
from Customer, but Customer must pay for any installation or other services and any necessary
Equipment or third party software provided by Seller in connection with such Supplemental or
Standard Release. Any services will be performed in accordance with a mutually agreed
schedule,

3.6.3 Seller will provide to Customer an available Product Release after receipt of a
request from Customer, but Customer must pay for all additional license fees, any installation or
other services, and any necessary Equipment provided by Seller in connection with such Product
Release. Any services will be performed in accordance with a mutually agreed schedule.

3.6.4. Seller does not warrant that a Release will meet Customer's particular
requirement, operate in the combinations that Customer will select for use, be uninterrupted or
error-free, be backward compatible, or that all errors will be corrected. Full compatibility of a
Release with the capabilities and functions of earlier versions of the Software may not be
technically feasible. If it is technically feasible, services to integrate these capabilities and
functions to the updated or upgraded version of the Software may be purchased at Customer's
request on a time and materials basis at Seller's then current rates for professional services.

3.6.5. Seller's responsibilities under this Agreement to provide Technical Support
Services shall be limited to the current Standard Release plus the two (2) prior Standard
Releases (collectively referred to in this section as “Covered Standard Releases.").
Notwithstanding the preceding sentence, Seller will provide Technical Support Services for a
Severity Level 1 or 2 error concerning a Standard Release that precedes the Covered Standard
Releases unless such error has been corrected by a Covered Standard Release (in which case
Customer shall install the Standard Release that fixes the reported error or terminate this
Agreement as to the applicable Software).

3.7. | The maintenance and support Services described in this Agreement are the only covered
services, Unless Optional Technical Support Services are purchased, these Services specifically
exclude and Seller shall not be responsible for:

3.7.1, Any service work required due to incorrect or faulty operational conditions,
including but not limited to Equipment not connected directly to an electric surge protector, or not-
properly maintained in accordance with the manufacturer's guidelines.

3.7.2. The repair or replacement of Products or parts resulting from failure of the
Customer's facilities, Customer's personal property and/or devices connected to the System (or
interconnected to devices) whether or not installed by Seller's representatives.

3.7.3. The repair or replacement of Equipment that has become defective or damaged
due to physical or chemical misuse or abuse, Customer's negligence, or from causes such as
lightning, power surges, or liquids.

3.7.4. Any transmission medium, such as telephone lines, computer networks, or the
worldwide web, or for Equipment malfunction caused by such transmission medium,

3.7.5. Accessories, custom or Special Products; modified units; or modified Software.

3.7.6. The repair or replacement of parts resulting from the tampering by persons
unauthorized by Seller or the failure of the System due to extraordinary uses.

M&SA including Exhibits 02/10 _ : Pago 4 of 14
Contract No. 005596-001 REVI

3.7.7, Operation and/or functionality of Customer's personal property, equipment, and/or
peripherals and any application software not provided by Seller.

3.7.8, Services for any replacement of Products or parts directly related to the removal,
relocation, or reinstallation of the System or any System component.

3.7.9. Services to diagnose technical issues caused by the installation of unauthorized
components or misuse of the System.

3.7.10 Services to diagnose malfunctions or inoperabilily of the Software caused by
changes, additions, enhancements, or modifications in the Customer's platform or in the
Software.

3.7.11 Services to correct errors found to be caused by Customer-supplied data,
machines, or operator failure.

3.7.12, Operational supplies, including but not limited to, printer paper, printer ribbons,
toner, photographic paper, magnetic tapes and any supplies in addition to that delivered with the
System; battery replacement for uninterruptible power supply (UPS); office furniture including
chairs or workstations.

3.7.13. Third-parly software unless specifically listed on the Description of Covered
Products.

3.7.14, Support of any interface(s) beyond Seller-provided port or cable, or any services
that are necessary because third parly hardware, software or supplies fail to conform to the
specifications concerning the Products.

3.7.15. Services related to customer's failure to back up its data or failure to use an UPS
system to protect against power interruptions.

3.7.16. Any design consultation such as, but not limited to, configuration analysis,
consultation with Customer's third-party provider(s), and System analysis for modifications or
Upgrades or Updates which are not directly related to a Residual Error report.

3.8. The Customer hereby agrees to:

3.8.1. Maintain any and all electrical and physical environments in accordance with the
System manufacturer's specifications.

3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database
security, per Seller's recommended backup procedures.

3.8.3. Ensure System accessibility, which includes physical access to buildings as well
as remote electronic access. Remote access can be stipulated and scheduled with customer;
however, remote access is required and will not be substituted with on-site visits if access is not
allowed or available.

3.8.4, Appoint one or more qualified employees to perform System Administration duties,
including acting as a primary point of contact to Seller's Customer Support organization for
reporting and verifying problems, and performing System backup. At least one member of the
System Administrators group should have completed Seller's End-User training and System
Administrator training (if available). The combined skills of this System Administrators group
should include proficiency with: the Products, the system platform upon which the Products
operate, the operating system, database administration, network capabilities such as backing up,

M&SA including Exhibits 02/10 - . Page 5 of 14
Contract No, 005596-001 REVI

updating, adding, and deleting System and user information, and the client, server and stand
alone personal computer hardware. The System Administrator shall follow the Residual Error
reporting process described herein and make all reasonable efforts to duplicate and verify
problems and assign a Severity Level according to definitions provided herein. Customer agrees
to use reasonable efforts to ensure that all problems are reported and verified by the System
Administrator before reporting them to Seller, Customer shall assist Seller in determining that
errors are not the product of the operation of an external system, data links between system, or
network administration issues. If a Severity Level 1 or 2 Residual Error occurs, any Customer
representative may contact Seller's Customer Support Center by telephone, but the System
Administrator must follow up with Seller's Customer Support as soon as practical thereafter.

3.9. In performing repairs under this Agreement, Seller may use parts that are not newly
manufactured but which are warranted to be equivalent to new in performance. Parts replaced by
Seller shall become Seller's property.

3.10 Customer shall permit and cooperate with Seller so that Seller may periodically conduct
audits of Customer's records and operations pertinent to the Services, Products, and usage of
application and data base management software. If the results of any such audit indicate that
price has been understated, Seller may correct the price and immediately invoice Customer for
the difference (as well as any unpaid but owing license fees). Seller will limit the number of audits
to no more than one (1) per year except Seller may conduct quarterly audits if a prior audit
indicated the price had been understated.

3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or
modifies hardware or software that interfaces with the covered Products, Seller will have the right
to adjust the price for the Services to the appropriate current price for the new configuration.

3.12 Customer shall agree not to attempt or apply any update(s), alteration(s), or change(s) to
the database software without the prior approval of the Seller,

Section 4. RIGHT TO SUBCONTRACT AND ASSIGN

Seller may assign its rights and obligations under this Agreement and may subcontract any
portion of Seller's performance called for by this Agreement.

Section 5. PRICING, PAYMENT AND TERMS

6.1 Prices in United States dollars are shown in the Support Plan Options and Pricing
Worksheet and are subject to a 5% escalation fee for each subsequent support year. Unless this
exhibit expressly provides to the contrary, the price is payable annually in advance. Soller will
provide to Customer an invoice, and Customer will make payments to Seller within twenly (20)
days after the date of each invoice. During the term of this Agreement, Customer will make
payments when due in the form of a check, cashier's check, or wire transfer drawn on a United
States financial institution.

5:2. Overdue invoices will bear simple interest al the rate of ten percent (10%) per annum,
unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the
maximum allowable rate.

53 If Customer requests, Seller may provide services outside the scope of this Agreement or
after the termination or expiration of this Agreement and Customer agrees to pay for those
services. These terms and conditions and the prices in effect at the time such services are
rendered will apply to those services.

Pago 6 of 14

M&SA including Exhibits 02/10
Contract No. 005596-001 REV1

5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value
Added Tax or any other similar assessments imposed upon Seller. If such charges are imposed
upon Seller, Customer shall reimburse Seller upon receipt of proper documentation of such
assessments.

Section 6. LIMITATION OF LIABILITY

This limitation of liability provision shall apply notwithstanding any contrary provision In
this Agreement. Except for personal Injury or death, Seller's (including any of its affillated
companies) total liability arising from thls Agreement will be limited to the direct damages
recoverable under law, but not to exceed the price of the maintenance and support
services being provided for one (1) year under this Agreement. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT
SELLER (INCLUDING ANY OF ITS AFFILIATED COMPANIES) WILL NOT BE LIABLE FOR
ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL,
REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS
AGREEMENT, THE SALE OR USE OF THE SYSTEM, EQUIPMENT OR SOFTWARE, OR THE
PERFORMANCE OF SERVICES BY SELLER PURSUANT TO THIS AGREEMENT. This
limitation of liability will survive the expiration or termination of this Agreement. No action
for breach of thls Agreement or otherwise relating to the transactions contemplated by
thls Agreement may be brought more than one (1) year after the accrual of such cause of
action, except for money due upon an open account.

Section 7. DEFAULT/TERMINATION

7.1. If MorphoTrak breaches a material obligation under this Agreement (unless Customer or a
Force Majeure causes such failure of performance), Customer may consider MorphoTrak to be in
default. If Customer asserts a default, it will give MorphoTrak written and detailed notice of the
default. MorphoTrak will have thirty (30) days thereafter either to dispute the assertion or provide
a written plan to cure the default that is acceptable to Customer. If MorphoTrak provides a cure
plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of
the plan.

7.2. \f Customer breaches a material obligation under this Agreement (unless MorphoTrak or
a Force Majeure causes such failure of performance); if Customer breaches a material obligation
under the Software License Agreement that governs the Software covered by this Agreement; or
if Customer fails to pay any amount when due under this Agreement, indicates that its unable to
pay any amount when due, indicates it is unable to pay its debts generally as they become due,
files a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) clays
any involuntary petition under bankruptcy law, MorphoTrak may consider Customer to be in
default. If MorphoTrak asserts a default, it will give Customer written and detailed notice of the
default and Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure any
monetary default (including interest), or (iii) provide a written plan to cure the default that is
acceptable to MorphoTrak. If Customer provides a cure plan, it will begin implementing the cure
plan immediately after receipt of MorphoTrak's approval of the plan,

7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2,
unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion
of this Agreement and may pursue any legal or equitablé remedies available to it subject to the
provisions of Section 6 above.

7.4, Upon the expiration or earlier termination of this Agreement, Customer and Soller shall
immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the
other, including all copies thereof, which the other Parly previously provided to it in furtherance of

“M&SA Including Exhibits 02/10 Pago 7 of 14

Contract No. 005596-001 REV1

this Agreement. Confidential Information shall include: (a) proprietary materials and information
regarding technical plans; (b) any and all other information, of whatever type and in whatever
medium including data, developments, trade secrets and improvements, that is disclosed by
Seller to Customer in connection with this Agreement; (c) all geographic information system,
address, telephone, or like records and data provided by Customer to Seller in connection with
this Agreement that is required by law to be held confidential.

Section 8. GENERAL TERMS AND CONDITIONS

8.1, Notices required under this Agreement to be given by one party to the other must be in
writing and either delivered in person or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service), or by facsimile with
correct answerback received, and shall be effective upon receipt.

Customer: El Mirage Police Department Seller: MorphoTrak, LLC
Altn: Lt. Randy Stewart Attn: Law Department
12401 W. Cinnabar Ave 5515 E. La Palma Avenue, Suite 100.
El Mirage, AZ 85335 Anaheim, CA 92807
Phone (623)500-3035 Phone: (714)238-2030 Fax: (714)237-0050

8.2. Neither party will be liable for its non-performance or delayed performance if caused by
an event, circumstance, or act of a third party that is beyond such party's reasonable control.

8.3. Failure or delay by either party to exercise any right or power under this Agreement will
not operate as a waiver of such right or power. For a waiver to be effective, it must be in writing
signed by the waiving parly. An effective waiver of a right or power shall not be construed as
either a future or continuing waiver of that same right or power, or the waiver of any other right or
power.

8.4, Customer may not assign any of its rights under this Agreement without MorphoTrak's
prior written consent.

8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties
regarding the covered maintenance and support services and supersedes all prior and
concurrent agreements and understandings, whether written or oral, related to the services
performed. Neither this Agreement nor the Exhibits may not be altered, amended, or modified
except by a written agreement signed by authorized representatives of both parties. Customer
agrees to reference this Agreement on all purchase orders issued in furtherance of this
Agreement. Neither party will be bound by any terms contained in Customer's purchase orders,
acknowledgements, or other writings (even if attached to this Agreement).

8.6. This Agreement will be governed by the laws of the United States to the extent that they
apply and otherwise by the laws of the State to which the Products are shipped if Licensee is a
sovereign government entity or the laws of the State of Delaware if Licensee is not a sovereign
government entity.

Section 9. CERTIFICATION DISCLAIMER
Seller specifically disclaims all certifications regarding the manner in which Seller conducts its

business or performs its obligations under this Agreement, unless such certifications have been
expressly accepted and signed by an authorized signatory of Seller.

M&SA including Exhibits 02/10 ~~ Page 8 of 14
Contract No. 005596-001 REVI

Section 10. COMPLIANCE WITH APPLICABLE LAWS

The Parties shall at all times comply with all applicable regulations, licenses and orders of their
respective countries relating to or in any way affecting this Agreement and the performance by
the Parties of this Agreement. Each Party, at its own expense, shall obtain any approval or
permit required in the performance of its obligations. Neither Seller nor any of its employees is an
agent or representative of Customer.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the
day and year first written above.

MorphoTrak, LLC: El Mirage aa
By:

Name: Walt Scott ae

Title: Vice President title: BL yr.
Date: Date: SHE

Approved As To Forr

M&SA including Exhibits02/10 2 ~ _ ~~ Pago 9 of 14
Contract No, 005596-001 REV1

Exhibit A DESCRIPTION OF COVERED PRODUCTS

MAINTENANCE AND SUPPORT AGREEMENT NO. _SA 005596-001
CUSTOMER: _ El Mirage Police Department

The following table lists the Products under maintenance coverage:

Node Name Description Location Annual Maint

AZLPTELMO1 Tenprint Card Printer, 3 Trays EL MIRAGE, AZ $379.55
(Criminal and Applicant Fingerprint cards)

AZMELEMO1 ELSA LIVESCAN ELSA-P255/D Livescan EL MIRAGE, AZ $3,780.30

booking workstation, palms and rolled
fingerprints, desktop, 500 ppi, Printer,
Finger/palm card, Mono

MaSA-ExhibtA™—*~SsS:*«é ag FOL vor 0210

MAINTENANCE AND SUPPORT AGREEMENT NO, SA 005596-001
Exhibit B SUPPORT PLAN

This Support Plan is a Statement of Work that provides a description of the support to be performed.

1. Services Provided. The Services provided are based on the Severity Levels as defined herein.
Each Severity Level defines the actions that will be taken by Seller for Response Time, Target Resolution
Time, and Resolution Procedure for reported errors. Becattse of the urgency involved, Response Times
for Severity Levels 1 and 2 are based upon voice contact by Customer, as opposed to written contact by
facsimile or letter. Resolution Procedures are based upon Seller's procedures for Service as described
below.

[Telephone Resolve within 24

Inot functioning and there is no workaround; such
las a Central Server is down or when the workflow

conference within 1
hour of initial voice

hours of initial
notification

lof an entire agency is not functioning. notification
Critical Failure - Critical process failure occurs [Telephone Resolve within 7
When a crucial element in the System that does not conference within 3 |Standard
prohibit continuance of basic operations is not Standard Business [Business Days of
unctioning and there is usually no suitable work- [Hours of initial voice _jinitial notification
around. Note that this may not be applicable to _ notification

. ntermittent problems.

3 INon-Critical Failure - Non-Critical part or [Telephone Resolve within

component failure occurs when a System conference within6 [180 days ina
component is not functioning, but the System is still Standard Business —_|Seller-determined|
luseable for its intended purpose, or there is a Hours of initial Patch or
_ reasonable workaround, Inotification Release. i
4 inconvenience - An inconvenience occurs when {Telephone At Seller's

conference within 2
Standard Business
Days of initial
notification
Determined by
Seller's Product
Management.

System causes a minor disruption in the way tasks
lare performed but does not stop workflow,

discretion, may
be in a future
Release.

“5 (Customer request for an enhancement to System
unctionality is the responsibility of Seller's Product
Management.

lif accepted by
Seller's Product
Management, a
release date will
be provided with
la,fee schedule,
when

__ appropriate.

1.1 Reporting a Problem. Customer shall assign an initial Severity Level for each error reported,
either verbally or in writing, based upon the definitions listed above. Because of the urgency involved,
Severity Level 1 or 2 problems must be reported verbally to the Seller's call intake center. Seller will
notify the Customer if Seller makes any changes in Severity Level (up or down) of any Customer-reported
problom.

1.2 Seller Response. Seller will use best efforts to provide Customer with a resolution within the
appropriate Target Resolution Time and in accordance with the assigned Severity Level when Customer
allows timely access to the System and Seller diagnostics indicate that a Residual Error is present in the
Software. Target Resolution Times may not apply if an error cannot be reproduced on a regular basis on
oither Soller's or Customer's Systems. Should Customer report an error that Seller cannot reproduce,
Seller may enable a detail error capture/logging process to monitor the System. If Seller is unable to
correct the reported Residual Error within the specified Target Resolution Time, Seller will escalate its
procedure and assign such personnel or designee to correct such Residual Error promptly, Should Seller,

M&SA - Exhibit B Page 11 of 14 vor. 02/10

in its sole discretion, determine that such Residual Error is not present in its Release, Seller will verify: (a) the
Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for
which it was Intended or designed, and (c) the Software is used only with approved hardware or software. The
Target Resolution Time shall not commence until such time as the verification procedures are completed.

1.3 Error Correction Status Report. Seller will provide verbal status reports on Severity Level 1 and 2
Residual Errors. Written status reports on outstanding Residual Errors will be provided to System Administrator
on a monthly basis.

2 Customer Responsibility.
241 Customer is responsible for running any installed anti-virus software.

2.2 Operating System ("OS") Upgrades. Unless otherwise stated herein, Customer is responsible for any
OS upgrades to Its System. Before installing any OS upgrade, Customer should contact Seller to verify that a
given OS upgrade is appropriate.

3. Seller Responsibility.

3.1 Anti-virus software. At Customer's request, Seller will make every reasonable effort to test and verify
specific anti-virus, anti-worm, or anti-hacker patches against a replication of Customer's application. Seller will
respond to any reported problem as an escalated support call.

3.2 Customer Notifications. Seller shall provide access to (a) Field Changes; (b) Customer Alert Bulletins;
and (c) hardware and firmware updates, as released and if applicable.

3.3 Account Reviews. Seller shall provide annual account reviews to include (a) service history of
site; (b) downtime analysis; and (c) service trend analysis.

3.4 Remote Installation. At Customer's request, Seller will provide remote installation advice or
assistance for Updates.

3.5 Software Release Compatibility. At Customer's request, Seller will provide: (a) current list of
compatible hardware operating system releases, if applicable; and (b) a list of Seller's Software Supplemental
or Standard Releases

3.6 On-Site Correction. Unless otherwise stated herein, all suspected Residual Errors will be investigated
and corrected from Seller's facilities. Seller shall decide whether on-site correction of any Residual Error is
required and will take appropriate action.

4. Compliance to Local, County, State and/or Federal Mandated Changes. (Applies to Software and
interfaces to those Products) Unless otherwise stated herein, compliance to local, county, state and/or federally
mandated changes, including but not limited to IBR, UCR, ECARS, NCIC and state interfaces are not part of
the covered Services.

(The below listed terms are applicable only when the Maintenance and Support Agreement includes (a)
Equipment which is shown on the Description of Covered Products, Exhibit A to the Maintenance.)

5, On-site Product Technical Support Services, Seller shall furnish labor and parts required due to
normal wear to restore the Equipment to good operating condition.

5.1 Seller Response. Seller will provide telephone and on-site response to Central Site, defined as the
Customer's primary data processing facility, and Remote Site, defined as any site outside the Central Site, as
shown in Support Plan Options and Pricing Worksheet.

5.2 At Customer's request, Seller shall provide continuous effort to repair a reported problem beyond the
PPM. Provided Customer gives Seller access to the Equipment before the end of the PPM, Seller shall extend
a two (2) hour grace period beyond PPM at no charge. Following this grace period, any additional on-site labor
support shall be invoiced on a time and material basis at Seller's then current rates for professional services.

~~ ver. 02/10,

Exhibit C
SUPPORT PLAN OPTIONS AND PRICING WORKSHEET

Maintenance and Support Agreement # — SA #005596-001 Date April 19, 2016 REVi

New Term Effective Start January 1, 2016 End December 31, 2016
CUSTOMER: El Mirage Police Department BILLING AGENCY: City of El Mirage 7
Address (1): 12401 W. Cinnabar Ave Address (1): 12145 NW Grand Ave

Address (2): Address (2):

CITY, STATE, ZIP CODE: — El Mirage, AZ 85335 CITY, STATE, ZIP CODE: El Mirage, AZ 85335

CONTACT NAME: Randy Stewart CONTACT NAME: Accounts Payable

CONTACT TITLE ut CONTACT TITLE

TELEPHONE: 623-500-3035 TELEPHONE:

FAX: 623-500-3001 FAX:

Email: tstewart@cilyofelmirage.org Email: —
For support on products below, please contact Customer Support at (800) 734-6241 or email at cscenter@morpho.com. ~ 4
(1 AFIS System LiveScan™ Station (© Morpho™ BIS System

STANDARD SUPPORT NUAL FEE

{) Advantage - Software Support $ 4,159.85
¢ 8a.m.~5 p.m. Monday to Friday PPM + Supplemental Releases & Updates ¢ Soflware Customer Alert Bulletins

@ Unlimited Telephone Support ¢ Standard Releases & Updates ¢ Telephone Response: 2 Hour

¢ Remote Dial-In Analysis ¢ Automatic Call Escalation

STANDARD SUPPORT TOTAL _$ 4,159.85
SUPPORT OPTIONS

On-Site Hardware Support $ Included
¢ 8a.m.-—5 p.m. Monday-Friday PPM 4 Defective Parts Replacement ¢ Hardware Service Reporting
¢ Next day PPM On-site Response ¢ Escalation Support ¢ Product Repair
¢ Hardware Vendor Llalson ¢ Hardware Customer Alert Bulletins ¢ Equipment Inventory Detail
_— _ ee Management
(Parts Support $ Included
+ Parts Ordered & Shipped Next Business Day ¢ Parts Customer Alert Bulletins
¢ — Ifcustomer Is providing their own on-site hardware support, the following applies:
____* _ Customer Orders & Replaces Parts * Telephone Technical Support for Parts Replacement Available ———
(] UPLIETS
+ Increase PPM to _ — . $ NA
+ Increase Response Time to __ $ NA i
INCLUDED AS
SUPPORT OPTIONS TOTAL $ CHECKED

ANNUAL FEE

THIRD PARTY. SUPPORT
$ NA

{] THIRD PARTY VENDOR NAME:
¢ TERM DATE:

¢ COVERAGE:

THIRD PARTY SUPPORT TOTAL $ N/A
ANNUAL FEE

USERS CONFERENCE ~ NORTH AMERICA

{J Users Conference Attendance ($2,950 per Attendee) Year Number Attondees Requested $ NA
¢ — Registration fee ¢ — Hotel accommodations
¢ — Roundtrip travel for event ° Daily meals

¢ — Ground transportation to/from the conference
alrport to the conference hotel
USERS CONFERENCE TOTAL $ N/A

OTHER AVAILABLE OPTIONS ‘ANNUAL FEE
LiveScan 3000 Prism Protection $1,500 unit/year - Covers labor and material fee for replacement of one (1) prism per year $ NA
©) Other: $ NA :

OTHER AVAILABLE OPTIONS TOTAL. $ WA
Prepared by: Marjan Khorashadi-Zadeh,714-575-2964, marjan.khorashadi-zadeh@morpho.com
SUPPORT TOTAL* $ 4,159.85
USERS CONFERENCE TOTAL $ N/A
FULL TERM FEE GRAND TOTAL* $ 4,159.85

‘Exclusive of laxes if applicable

SEE INVOICE SCHEDULE ON EXHIBIT A FOR DETAILS
PLEASE PROVIDE A COPY OF YOUR CURRENT TAX EXEMPTION CERTIFICATE (if applicable)

“M&SA- Exhibit Page 130i14 oo eevor. 02/10

Exhibit D
CURRENT BILLABLE RATES

MAINTENANCE AND SUPPORT AGREEMENT NO. _005596-001

CUSTOMER: _ EI Mirage Police Department |

The following are Seller's current billable rates, subject to an annual change.

8 a.m.-5 p.m. M-F (local time) $160 per hour, 2 hours minimum
After 5 p.m., Saturday, Sunday, Seller Holidays $240 per hour, 2 hours minimum

BILLABLE RATES

(WITHOUT AN AGREEMENT)
8 a.m.-5 p.m. M-F (local time) $320 per hour, 2 hours minimum
After 5 p.m., Saturday, Sunday, Seller Holidays $480 per hour, 2 hours minimum

“Page 14 of 1 ~~ vor, 02/10

>!

“M&SA - Exhibit D-

(()) IDEMIA

OT-Morpho becomes IDEMIA, the global leader in trusted identities

The result of the merger of Oberthur Technologies (OT) and Safran Ide rtity & Security (Morpho),
the OT-Morpho group today became IDEMIA. The group's ambition is to empower citizens and
consumers to interact, pay, connect, travel and even vote securely while taking advantage of the
Opportunities of an in reasingly connected world.

POSTED ON 09/28/17

At an event that brought together nearly 2,000 guests at the Seine musicale (an iconic cultural venue in the west of Paris,
France), Didier Lamouche, Chairman CEO of OT-Morpho, officially renarned the group IDEMIA. In a world directly impacted by
the exponential growth of connected objects, the increasing globalisation of exchanges, the digitalisation of the economy and
the consumerisation of technology, IDEMIA stands as the new leader in trusted identities placing "Augmented Identity" at the
heart of its actions. As an expression of this innovative strategy, the group has been renamed IDEMIA in reference to powerful

terms: Identity, Idea and the Latin word idem, reflecting its mission to guarantee everyone a safer world thanks to its expertise
in trusted identities.

(()) IDEMIA

augmented identity

This event furthermore provided an opportunity to discover all of the group's latest innovations. These include the automated
alr passenger boarding process, the new generation biometric payrnent card, and embedded security systems to equip the
connected cars of tommorrow.

Supported by a workforce of 14,000 employees from all over the world, including 2,000 in the Research and Development
department, IDEMIA is the result of the merger between OT and Morpho completed on 3) May 2017. Today a leading player in
the identification and authentication sector, the group serves clients in 180 countries and provides services to five main
customer segments: Financial Institutions, Mobile Operators, Connected Objects, Citizen Identity, and Public Security.

V3

»€

Our future will be built through innovation and
disruption which will revolutionise our daily lives.
Our vision when we merged OT and Morpho was
to build a new offer capable of revisiting the
world of digital security. And this is what the
creation of IDEMIA has achieved. Thanks to our
talented people and the solutions they invent,
citizens and consumers can now connect,
interact, exchange, pay, travel or even vote in
total confidence, drawing on the benefits ofa
connected world.

The accomplishment of this promise is what we call Augmented Identity. It is about using the
biometric characteristics of each person as a unique signature of individual identity, thus
facilitating exchanges. It fosters confidentiality and trust and guarantees secure, authenticated
and verifiable transactions. This is a decisive step towards a more frictionless, safer world.

Didier Lamouche, CEO of IDEMIA.

Ol-Morpho is now IDEMIA, the global leader in truste foranir gly cligital worlel, with the ambition to
empower citiz id consumers alike to interact, pay, connect, travel ancl even vote in ways that are now possible in a
connectecl e oHMeNt

curing our identity has ne ty a in the world we live in today. By standing for Augmented Identity, we
reinvent the w. hink, produc sea » t, wi

anues, IDEMIA is the result of the merger between O1 (Oberthur Tec nd Safran

2urity (Morpho). This ompany has a workforce of 14,0 smMployees of more than 80 nationalities and
n 180 countries.

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