HomeMy WebLinkAboutC-4973 - Purchase and Installation Agreement for In-Vehicle Digital Video Recorder SystemPURCHASE AND INSTALLATION AGREEMENT WITH
L3 COMMUNICATIONS MOBILE VISION
FOR IN- VEHICLE DIGITAL VIDEO RECORDER SYSTEM
THIS PURCHASE AND INSTALLATION AGREEMENT ( "Agreement ") is made
and entered into as of this I1'%t(day of October, 2011 by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation . ( "City"), and L3
COMMUNICATIONS MOBILE VISION, a New Jersey corporation ( "Contractor"), whose
address is 90 Fanny Road, Boonton, New Jersey 07005 and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is seeking to procure an in- vehicle digital video recorder system, along with
the related software licenses, extended equipment and software warranties and
maintenance services to allow for the City fleet of police motor and vehicle units
to digitally record public safety and law enforcement functions.
C. City desires to engage Contractor to provide, install and maintain an in- vehicle
digital video recorder system for its Police motor and vehicle units. ("Project').
D. Contractor possesses, the skill, experience, ability, background, certification and
knowledge to provide, install warranty and maintain the system and services
described in this Agreement.
E. The principal member of Contractor for purposes of Project shall be an L3 Project
Manager determined once a executed contract is In place. .
F. City has solicited and received a proposal from Contractor has reviewed the
previous experience and evaluated the expertise of Contractor and desires to
retain Contractor to provide the system and services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on December 31, 2016 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Contractor shall diligently perform all the services
described in the Scope of Services and Schedule of Costs attached hereto as Exhibit A,
the End User License Agreement attached hereto as Exhibit B, the Warranty Statement
and Support Overview attached hereto as Exhibit C, the Manufacturer's Warranty
attached hereto as Exhibit D, the Extended Maintenance Agreement and Factory
Support attached hereto as Exhibit E, and the Warranty and Maintenance Agreement
attached hereto as Exhibit F, and all incorporated herein by reference ( "Work" or
"Services "). The City may elect to delete certain tasks of the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the in- digital video recorder system shall be Installed and operational in
all motor and vehicle units by a date mutually agreed upon by City and Contractor. All
post installation support and maintenance Services shall be performed to completion in
a diligent and timely manner. The failure by Contractor to perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractoes control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for all Work and Services, including but not
limited to all the equipment, software, licenses, warranties, service and maintenance,
Including all shipping and handling and all applicable sales taxes, in accordance with
the provisions of this Section and the Scope of Services and Schedule of Costs
attached hereto as Exhibit A. The total Compensation for all Work and Services,
including all sales taxes, shall not exceed Four Hundred Eighty Thousand Three
Hundred Nineteen Dollars and 911100 ($480,319.91). Total Compensation includes
payment by City to Contractor for all Work and Services, performed in accordance with
this Agreement, including all reimbursable items and subcontractor fees, that shall not
exceed Four Hundred Fifty -Six Thousand Four Hundred Fifty -Eight Dollars and 85/100
($456,458.85) without prior written authorization from City and payment by City directly
to the California State Board of Equalization for all applicable California sales or use
taxes of Twenty-Three Thousand Eight Hundred Sixty -One and 06/100 ($23,861.06).
No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
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4.2 Taxes: City and Contractor specifically agree and designate the point of
sale and place of delivery for any and all taxable purposes under this Agreement,
including, but not limit to, all Services, Work and equipment, shall by the City of Newport
Beach Police Department located at 870 Santa Barbara Drive, Newport Beach, CA
92660. Furthermore, under the City's Direct Payment Exemption permit number SR
EAA 24- 089475 DP, the City will self - accrue its Use Tax obligation to the Califomia
State Board of Equalization in the amount of Twenty-Three Thousand Eight Hundred
Sixty-One and 061100 ($23,861.06) within thirty (30) days of delivery to the City. If only
partial delivery of the taxable items in Exhibit A Is received by the City, the City will only
pay the California State Board of Equalization the amount of Use Tax due on the value
of the items delivered in accordance with the price set forth in Exhibit A.
4.3 Payment Schedule:
4.3.1 City shall pay Contractor, following Contractor's successful
completion of the "Installation Process" to the City's satisfaction, no later than thirty (30)
days after approval of the invoice by City staff. The Installation Process shall include
installation of the server and all system hardware and software on the City's police
vehicle fleet and police station, including any necessary configuration and training.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously fumish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Lieutenant Jon
(Lewis, or his designee, shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his authorized
representative shall represent. City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY °S RESPONSIBILITIES
7.1 In order to assist Contractor in the execution of Its responsibilities under
this Agreement, City agrees to, where applicable, provide access to, and upon request
of Contractor, one copy of all existing relevant information on file at City. City will
provide all such materials in a timely manner so as not to cause delays in Contractor's
Work schedule.
L -3 Communications Mobile - Vision, Inc. Page 3
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that Is
legally required of Contractor to practice its profession.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Worts promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall Indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subconsuitants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and/or his duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
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14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this Agreement. City reserves the right to require complete, certified
copies of all required Insurance policies, at any time.
14.2.1 Contractor shall procure and maintain for the duration of the
Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Contractor's bid.
14.3 Acceptable Insurers. All Insurance policies shall be Issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Contractor's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Contractor shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subcontractor's employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non - payment of premium) prior to such
change.
14.4.1.2 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement In favor of City, its
officers, agents, employees and volunteers.
14.5 General Liability Coverage. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
Including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 Professional Liability (Errors & Omissions) Coverage. Contractor shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
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14.8 Other Insurance Provisions or Requirements.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions:
14.8.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of Its subcontractors.
14.8.1.2 Enforcement of Agreement Provisions. Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.8.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.1.4 Notice of Cancellation. Contractor agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
14.9 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement.
14.10 Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty-
five percent (25 %) or more of the assets of the corporation, partnership or joint - venture.
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16. SUBCONTRACTING
City and Contractor agree that subcontractors may be used to complete the Work
outlined in the Scope of Services. The subcontractors authorized by City to perform
Work on this Project are Identified in Exhibit A. Contractor shall be fully responsible to
City for all acts and omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. The City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and the City. Except as
specifically authorized herein, the Services to be provided under this Agreement shall
not be otherwise assigned, transferred, contracted or subcontracted out without the
prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
Implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
16. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for Infringement of any
international or United States' letters patent, trademark, or copyright infringement.
Including costs, contained in Contractor's drawings and specifications provided under
this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that. are due to the negligence or professional
Inexperience of Contractor which result In expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be bome by
Contractor. Nothing in this paragraph Is intended to limit City's rights under the law or
any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial Interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and Is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
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City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.9 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given In writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at: -
Attn: Lt. Jon Lewis
Police Department
City of Newport Beach
870 Santa Barbara Drive
Newport Beach, CA 92660
Phone: 949 - 644 -3660
Fax: 949 -644 -3700
25.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attention: Charles Vlcek VP Sales and Marketing
L -3 Communications Mobile Vision, Inc.
90 Fanny Road
Boonton, New Jersey 07005
Phone: 800 - 336 -8475
Fax: 973 -257 -3024
26. CLAIMS
The Contractor and the City expressly agree that In addition to any claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 of seq.).
27. TERMINATION
27.9 in the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar weeks , or if more than two (2) calendar weeks are
reasonably required to cure the default and the defaulting party falls to give adequate
assurance of due performance within two (2) calendar weeks after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
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27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving thirty
(30) calendar days prior written notice to Contractor. In the event of termination under
this Section, City shall pay Contractor for Services satisfactorily performed and costs
Incurred up to the effective date of termination for which Contractor has not been
previously paid. On the effective date of termination, Contractor shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance With all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any tern, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
Inconsistencies between this Agreement and the Scope of Services and Schedule of
Costs or any other attachments attached hereto, the terms of this Agreement shall
govern.
28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.7 Severability. If any term or portion of this Agreement Is held to be invalid,
Illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
L -3 Communications Mobile- Vision, Inc. Page 11
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
L -3 Communications Mobile- Vision, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date: l y%lf
By: / <?
Aaron . Harp
City Attorney
ATTEST:
Date: U
IMF 1 w
I ..I
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: /
Michael F.
Mayor
CONTRACTOR: L3 COMMUNICATIONS
MOBILE VISION, a New Jersey
corporation
Date:
By:
Charley Vlcek,
Vice President
By:
Walter Horestsky
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Costs
Exhibit B — L3 Communications Mobile Vision License Agreement
Exhibit C — Warranty Statement and Support Overview
Exhibit D — Manufacturer's Warranty
Exhibit E — Extended Maintenance Agreement and Factory Support
Exhibit F — Warranty and Maintenance Agreement
L -3 Communications Mobile- Vision, Inc. Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Michael F. Henn
Mayor
CONTRACTOR: L3 COMMUNICATIONS
MOBILE VISION, a New Jersey
corporation
Date: 10-24-((
By: �/ 1
Charley Vlcek,
Vice President
Date: /o — z
By:
Waltef Horestsky
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Costs
Exhibit B — L3 Communications Mobile Vision License Agreement
Exhibit C — Warranty Statement and Support Overview
Exhibit D — Manufacturer's Warranty
Exhibit E — Extended Maintenance Agreement and Factory Support
Exhibit F — Warranty and Maintenance Agreement
L -3 Communications Mobile- Vision, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS
communlgtions
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (800)336 -8475 (973)263 -1090 Fax: (973)257 -3024 .
www1- 3com.coMmv
pan ratan
1j.1. aArrvac xc glln vi.nl Mull.. I
7 t
1y
/t
m Mobile - Vision, Inc.
90 Fanny Rd, Boonton, H) 07005
T. 800 -336 -8475 F. 973-257-3024
Sold TO
Newport Beach Police Department
Son Lewis
PO Box 7000
Newport Beach, CA 92658,7000
USA
li:': u ® m
Number AAAQ3809 -0,
Date Sep 12, 2011
i.Ship. To
Newport Beach Police Department
)on Lewis
PC Box 7000
Newport Beach, CA 92658 -7000
USA
Phone 9496443660
Phone 9496443660.
Fax
9496443700
Fax 9496443700
_
Salesperson
P.O. Number ' Ship Vto
Terms
TURNER
UPS GROUND
NET
30
Line
Qty
_
SRU_
„ -, - -,_ _
Description i
Unit Price I
_
Ext. Price i
1.
31
MVD- FB2DV5 -2
Flashback 2 In-Car Video System
$4,495.00
$139,345.00
Assembly,Indudes,Flashbaek 2 Digital Video Recorder
,
w)8GB Cr CardVotcetlnk Plus 2 Wireless Mictophpne
Assembly w /trdnSnllnerDXking Station, Office Charging
Base, Belt Coo and Lapel MiaophonesGPSA ALAN
Anteminfise-Watch Color. Camera (12x optical h 144x
'
Digital Zoom)Mohitor Console (3.5" coir LCD dlsplay)AII
mounts, cables and hardwarel -year Pans and Idbor
warranly(tns aliaU?n not lacludec unless queed)
2
29
C9
FlashbaCk2 Insulatlon by Vision Communicaticis.
$385.00
511,165.00.
3
29
C9
Removal of Existing Equipment
$35.00
$1,015.00
4
31
MVD- 1016GB -UPG
Upgrade Flashcard 16GR to be sold only with now
$0.00
50.00
-
Systems. Added to order at no charge.
5
31
MVD -IR -CAM
Option, Flashback IR Comem w /cables
$185.00
$5.735.00
6
31
MVD -CRASH -BAT
Collision Sensor Qriggers DVR for recording when
$150.00
$4,650.00
Involved in crash)Assembly product
7
31
MVD- F"RL-LT
Option, Grill Light, Flashback
$45.00
$1,395.00
8
31.
MVD- VLP2.DL
Option, Flashback Oval Volce.Ulk Pius 2 Wireless
$565(00
$17,SIS.00
-
Microphone System
9
23
MV0- VLP2 -TK4
Assembly, Voice Link Plus. 2TninsnMter ./Belt CHIP, VLP2
$245.00
$5,635.00
9- a 40" Lapei M crophons s
10
23
MVD- VLP2 -CG
VLP2 Charging Station wlh AC Power Adaptor
$39,95
$918.85
11
29
MVD- FB2V -V2 -TM
Option, Flashback 2 Vehicle Viewer 2, Trunk Mount
5275.00
97,9.!5.00
12
10
MVD- FB2DVS -CV -2
System, Cydevlslon 2 with VLP2.Assy. Flashback 2 DlgF.al
$4;495.00
$44,950.00
Video Recorder. InEaltatfOR not included.
13
to
C9
CyclevLlon installation by Vision Communications.
$440.00
$4,400.90
14
in
C9
Installation - Equipment Pods - Black(Whlte
$632:00
$6,320,00
15
10
C9
Remove and install Pods
$132.00
$1,320.00
16
10
C9
installation - Battery Up Grade
$175.00
§1,750.00
17
10
C9
Installation - Conversion Kits - Hardware
$105.00
$1,DSD.00
18
10
C9
Installation Chamor 6 AMPS
:$126.50
$1,265.00
Continued On Next Page ...
communications _
Mobile- Vision, Inc
90 Fanny Road
Boonton, NJ 07005
Tel: (800)336-8475 (973)263-1090 Far. (973)257-3024
vwv.l--3com.cQnV v
, t4l LDLV 10x4
Line Qty
I
S U K Description
Unit Price Ext. Price
19 10
C9 Libor Change Battery
$72.00 $720.00
20 10
C) Care Removal Clorve
S17.00 $170.00
21 3
MVD-8675-A-ASSY Yllrcto.SS ACCeSS voint v,/E,aerrial Mounted
4795.00 $2,365,00
A,dWnqaS02.11(a) Wlre!ess Access poittAnteina and
Cabling
22 1
C9 (3) Access Pc intlrjstallathn by Vis?OnConinaunicalrons.
$4,400.00 $4,400.9a
Price doe; not include cancult.
23 1
LSMVDR524DEP DES PRO R524 Server, Rack, 24TH RAID 6 DASD, 0 Core
S59,650.00 $59,850.00
Xenon Paccesscis, BOB RAM CV.M Server, Storage F.
Distribut,on System, Rack Configuration Duet 2,26 GlIz
raid Core processors, 6 G9 RAM, 2470 thiabIn RAID 6
Red I let VS Enteml ise 11aux OS I PcsLgreSLql Database
OVD-Roan, menator, Keyboard, Mouse, CIF Card Reader 8
part 10/100,11000 Pose 7-swftch Digital Evidence
Software: 83Ee Module, Titairgent Downloading Module.
Arclilver module. Case Module. Consumer DVD Module
24 1
LSESAlOB24T 24TB Rorke IBOD, 3U
$9.835.80 69,835.80
25 1
-SMVDDW)BR14I Workstation, Desktop, 250G8 DASD, Z Core Intel
S5,49E00 $5,495.00
Processais, 2GS RAM. OVID Backup SyStem, 2.8 GIZ
Duct Core Proces;or, 2GE RAM, ?SOGB DASD Windows
XP, OVD-RYI, I-lotifter, Keyboarip, Moruse, External
Blu-Ray Reader, MV1 Archlying Software, 81-i-Ray Robot
wjICC disc capacity, 50 DVD-R Discs, and 50 Bic -Ray
discs
26 1
mVn-❑1+-873 Solution Configuration /TraintreqSystep k build out and
$4.350.00 14,350.00
coni'l(pradon into 1 day (all She) tralnlrg
ITEMS TAXED IN CALIFORNIA ARE:
SYSTEMS, BACKEND, PARTS AND SHIPPING
HANDLING.
ITEMS NOT TAXED ARE:
INSTALLATION, SERViCEJLABOR AND
EXTENDED WARRANTIES
28
Extended Warranty In Car and Motorcycle Units
29
The agency must purchase all maintenance for
all 4 years up front to receive the free years
worth on the DVR's.
30 41
ErlA STD YR 1 EM Standard Year 1
40.00 $0.00
31 41
E14A STD YRQ EMA Standard Year 2
$300.00 412,300.00
32 41
EMA STO YR 3 EM Standard Year 3
$375.00 $15,375.00
33 41
EMA SfD YR 4 EMA Standard Yeor 4
1475.00 $19,475.30
34
Extended Warranty R524DEP Server
35 1
LSMVDR524DEP EMA/ Year 1
$13,399.00 q13,399.00
36 1
LSMVDR524D=p EPIA1 Year 7
$13,399.00 $13,399.00
37 1
LSMVDR524DEP EMAI Year 3
$13,399.00 $13,399.00
38 t
LSMVDR524DEP EMA/ Year A
$13,399.00 $01399.00
39
Extended Warranry JSOD
40 t
EMA M YR I EMA Standard Year 1
$1,570.00 51,576.00
41 1
E.",A STD YR 2 EMA 5LIUIA,d Y03.12
$1,570.00 $1,570O9
Continued On Next Page .
communications
Mobile - Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (800)336-8475 (973)263 -1090 Fax: (973)257 -3024
w L 3com com/mv
upoi[c ul Umlo[ E¢I'r 4[ xo WVreCV[MF x110 L
V,
F Llne I Qty - -_
KU Description
42 1 EMA 57D YR 3 EMA Sfnndaro Ye4r 3
43 1 EMA STD YR 4 EMA Standard Year 4
44 Extended Warranty Archlver BR1 Xi
45 1 LSf4VDDVDDBR1Xl Em/ Year 1
46 L LSMVDDVDD01UX1 EMAJYear2
47 1 LSMVDDVD00R1xI EMAJ Year
48 LSblVDOVDDBRtxI EMAJ Year 4
49 Extended Warranty Access Points
So 3 ' EMA AP YR I EMA Standard Year 1
5I ,; EMA AP YR 2 EMA Standard Year 2
52 3 EMA AP YR 3 EMA Sandard Year 3
53 3 E14A AP YR 4 EMA Standard Year 4
54 Extended Warranty is not Taxable In California
.Unit Prlce ;- Ext. Prlw I
$1,570.00 $1,570.00
$1,570.00 $1,570,00
$715.00
$715.00
$715.00
$715.00
$715.00
$71S.00
:5715.011
$735.00
563.60
$190.80
$63.60
$190.80
$63.60
$190.80
563.60
$190.80
I SubTotal $454,258.85
Tax $23,861.06
, S &H $27,200.00
Total — '$480, 319. d1
communications
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (800)336-B475 (973) 263 -1090 Fax: (973) 257 -3024
Lsn
wviw.L- 3com.coMmv
YaeLL rrsfLf//ox rlo[o- [dFNd[ Na YxPK[v[pl tat NroNS ��+I
Taxable line items in the above quote include the following items. Extended maintenance is not taxable.
1
4
5
6
7
8
9
10
11
12
21
23
24
25
31 MVD- FB20VS -2
Flashback 2 In -Car Video System
$4,495.00 5139,345.00
Assembly,lncludes,Flashback 2 Digital Video Recorder
w /8GB CF CardVolceLink Plus 2 lireless Microphone
Assembly w /transmitterpocking Station,. Office Charging
Base, Belt Clip and Lapel MicmphonesGPS/WLAN
AntennaNite -Watch Color Camera (12x optical & 144x
Digital Zoom)Monitor Console (3.S" coir LCD dis Play)AII
'~
31 MVD- 1016GE -UPG
Upgrade Flashcard'16GB to be sold only with new
$0.00 $0.00
systems. Added to order at no charge.
31 MVD -IR -CAM
Option, Flashback IR Camera w /cables
&185.00 &5,735.00
31 MVD -CRA5H -BAT
Collision Sensor (Triggers DVR for recording when
5150.00 $4,650.00
involved in crash)Assembly product
31 MVD- F6- GP.L -LT
Option, Grill Ught, Flashback
545.00 $1,395.00
31 MVD - VLP2 -DL
Option, Flashback Dual Voice Link Plus 2 Wireless
5565.00 $17,515.00
Microphone System
23 MVD- VLP2 -TRA
Assembly, Voice Link Plus 2 Transmitter w /Be8 Clip, VLP2
5245.00 55,635.00
9" & 40" Lapel Microphones
23 MVD- VLP2 -CG
VLP2 Charging Station with AC Power Adaptor
539.95 6918.85
29 MVD- F52V -V2 -TM
Option, Flashback 2 Vehicle Viewer 2, Trunk Mount
5275.00 $7,975.00
10 MVD- F62DVS -CV -2
System, Cyclevision 2 with VLP2 Assy, Flashback 2 Digital
s4,495.00 $44,950.00
Video Recorder. Intallation not Included.
3 MVD-8675-A.-ASSI'
Wireless Access Point w /External Mounted
5795.00 52,385.00
AntennaB02.11(a) Fireless Access pointAntenna and
Cabling
1 LSMVDFL524DEP
DES PRO R524 Server, Rack, 24TB RAID 6 DASD, 8 Core
SS9,850.00 $59,850.00
:tenon Processors, 6GB RAPT DVM Server, Storage &
Distribution System, Rack Configuration Dual 2.26 GHz
Quad Core Processors, 5 GB RAM, 24TB Usable RAID 6
Red Hat vS Enterprise Linux OS / Postgre5gl Database
DVD -Rom, monitor, Keyboard, Mouse, CF Card Reader 8
port 10 /100 /1000 Base T- switch Digital Evidence
Software: Base Module, Intelligent Downloading Module,
Archlver module, Case Module, Consumer DVD Module
1 LIESA16524T
24TB Rorke IBOD, 31)
$9,835.80 $9,835.80
1 LSMVDDVDER141
Workstation, Desktop, 250GS DASD, 2 Core Intel
$5,495.00 $S,495.00
Processors, ZG6 RAM. DVD Backup System, 2.8 GH2
Dual Core Processor, 2GB RAPT, 25065 DASD Windows
XP, DVD -RW, Monitor, Keyboard, Mouse, External
Blu-Ray Reader, MVI Archiving Software, Blu -Ray Robot
w /100 disc capacity, 50 DVD -R Discs, and 50 Blu -Rey
discs
V V Mobile- Vlelon, Inc.
90 Fanny Rd, Boonton, NJ 07005
T. 800- 336 -8475 F. 973- 257.3024
Said To ' -'-
Newport Beach Police Department
Jon Lewis
PO Box 7000
Newport Beach, CA 92658-7000
USA
Number AAAQ3881 -0
Date Sep 14, 2011
Ship TO
Newport Beach Police Department
Jon Lewis
PO Box 7000
Newport Beach, CA 92658 -7000
USA
Phone 9496443660 Phone 9496443660
Fax. 9496443700 Fax 9496443700
' 'Salesperson I P.O. Number "i - _ `Ship Via - I " Terms
Line I -Qty I _ - SKU -
- ''- ' -Description -' .-- _ —t..-
^Unit Priced..._
Ext. Price i
1 1 LAAV110DoFFZAB
AlertVu Quad Camera System: Premium Parking Lot
$0.00
.$0.00
Patroller with Front Color Camera and External IR
Camera
2 1 LAKITUSBNETCBL
Cable LA, USE, Network, Version A, ALPR
$0.00
$0.00
3 1 LASWRALER1VU
Back Office Software, Alert Vu, Uceme and Dongle,
$0.00
$0.00
Windows, ALPP. -
4 1 LASWRBOFSVR
Software, AlertVu Back Office Software for existing DES
$0,00
$0.00
system, ALPR
5 1 W- FB- MC- GPS -22
Cable, Monitor Console DVR GPSyPC 22ft
$0.00
- $0.00
6 1 IAASYIMFMC35
Assembly, 35x Zoom Front Color Camera, ALPR
$0.00
$0.00
"Replace existing 1Bx zoom camera with 36x zoom.°
7 1 MVD- DEP.BT2
Solution Configuration/ Tralning;5ystem bulld out and
$0.00
$0.00
configuration plus 1 day (on-site) training
a
Installation not included.
'
Signing below is in lieu of a formal Purchase Order.
SubTotal
$0.00
Your signature MR authorize acceptance
of both pricing and product
: Tax
S &H
$0.00
Signed:
Date:
Total _
-' ' $0.00
L -3 Shipping Terms are FOB Boonton,
NJ. By Shifting below you egree tp waive your
shipping terms and ship this order FOB Boonton, NJ.
Credit Terms: Met 30 Days. State1
Signed :
Date:
Local Fee and Taxes ere not inGUded
Ouctption Ie valid for 60 days from data Issued. These commodities, technology or software were exported Sam the United States in accnrdanca veth the
Export Adminhotallon regulators. OivenJonacnkary to US law is prohi nad.
09/14/11 12:00:26 Page 1 of 1
L -3 Communications Mobile- Vision, Inc. Page 17
EXHIBIT B
END USER LICENSE AGREEMENT
SOFTWARE LICENSE
The SOFTWARE is protected by copyright laws and international copyright treaties, as
well as other intellectual property and trade - secret laws and treaties. The SOFTWARE
Is being licensed, not sold.
GRANT OF LICENSE. This License AGREEMENT grants City the following non - exclusive rights:
1. In consideration of payment of those costs and fees set forth in the Scope of Services and
Schedule of Costs (Exhibit A), Contractor grants to the City a non - exclusive right to use and
display this copy of the software program in object code form only (hereinafter called the
SOFTWARE) as per the usage limitations specified by the Agreement at a single location.
Contractor reserves all rights not expressly granted to City.
2. City shall own the magnetic or other physical media, on which the SOFTWARE is originally or
subsequently recorded or fixed, but Contractor retains title and ownership of the SOFTWARE
recorded on the original disk copy or copies, and all subsequent copies of the SOFTWARE,
regardless of the form or media In or on which the original or other copies may exist. THIS
LICENSE IS NOT A SALE OF THE ORIGINAL SOFTWARE OR ANY COPY OR COPIES OF IT.
3. Certain SOFTWARE licensed by Contractor to City requires that City must purchase one named
user of SOFTWARE for each Digital Video Recorder, per physical location. Where named users
are not utilized, the total number of licensed Digital Video Recorders cannot exceed the total
number of licensed users of SOFTWARE per physical location. Non - compliance of this license
restriction is strictly forbidden and shall be considered a material breach of this AGREEMENT
and among all other remedies available to Contractor, including but not limited to immediate
payment to Contractor for all license fees due and owing to Contractor, shall cause this
AGREEMENT to immediately terminate in accordance with the Termination provisions stated In
this AGREEMENT.
4. This SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying
of the SOFTWARE, including SOFTWARE that has been modified, merged, or included with
other software, or of the written materials, is expressly forbidden. City may be held legally
responsible for any copyright infringement that is caused or encouraged by City's failure to abide
by the terms of this license. Subject to these restrictions, and if the SOFTWARE is not copy -
protected, you may make one (1) copy of the SOFTWARE, solely for backup purposes. You must
reproduce and include the copyright notice on the backup copy. The SOFTWARE is licensed as a
single product. its component parts may not be separated for use on more than one computer.
S. City may not physically transfer the SOFTWARE from one computer to another. The SOFTWARE
is licensed for one computer only. In the event the primary computer on which the licensed
SOFTWARE Is installed is replaced, City may install the SOFTWARE on the replacement
computer provided the SOFTWARE Is not installed or otherwise utilized on the previous
computer. City may not electronically transfer the SOFTWARE from one computer to another
over an internal or external network of any kind. City may not distribute copies of the SOFTWARE
or accompanying written materials to others or modify, adapt, translate, reverse engineer,
deoompile, disassemble or create derivative works based on the written materials accompanying
the SOFTWARE without the prior written consent of Contractor.
6. City may require the assistance of Contractor In integrating the SOFTWARE with the City's Police
Department Computer -Aided Dispatch, Records Management Systems (CAD /RMS) and other
Information or computer systems. Contractor agrees to provide such assistance or consultation
when requested, however, any such assistance or consultation shall be facilitated by a separate
Professional Services Agreement and billed as a separate project.
7. City shall not redistribute the software to third parties, in whole or in part, including, but not limited
to, extensions, components or DLLS without the written approval of Contractor as set for the In an
appropriate redistribution license agreement.
8. Contractor may create, from time to time, updated versions of the SOFTWARE. Contractor shall
make such updates available to City for the term of this Agreement without any additional costs,
fees or expense to City. Further, this Agreement specifically covers all licenses, annual
maintenance and extended warranties of the SOFTWARE without the need for City to pay any
additional costs, fees or expenses.
TERMINATION
1. All of Contractor's Proprietary Rights for the SOFTWARE and the Cltys obligations regarding
these Rights for the SOFTWARE are detailed in this AGREEMENT shall survive the termination
of this AGREEMENT.
LIMITED WARRANTY AND LIMITATION OF LIABAILITY
1. Limited Warranty. Contractor warrants that the SOFTWARE, when used in accordance with the
procedures specified In the appropriate documentation (the "Documentation "), shall perform as
specified therein.
2. Limited Warranty Term. This limited warranty as described in this Paragraph, shall be valid for
any period during which City has purchased and is a currently covered under maintenance
services from Contractor for the SOFTWARE pursuant to terms and restrictions stated in this
Agreement. This warranty shall apply only to the then- current release of the SOFTWARE for use
on Cltys computer systems. This limited warranty covers only the SOFTWARE installed by
Contractor. This warranty does not cover defects or errors pertaining to City supplied hardware
up to and Including operating systems and network configurations.
3. Modifications Not Warranted. The limited warranty described in this Paragraph shall be limited
in such a way that Contractor shall not be liable for any malfunction or error resulting from a
modification made by any person or organization other than Contractor unless the modification
was made with the prior written of Contractor. Should CITY employ and/or contract with any
person and/or any business entity Including but not limited to a third party Individual, corporation,
LLC, partnership, joint venture, sole proprietorships, not - for -profit organizations and/or former or
current employees of Contractor, to work on and /or perform any services on, or with the
SOFTWARE without written permission from Contractor, Contractor can elect at its sole option to
terminate this license AGREEMENT.
4. Support. City may arrange for support by calling (800) 336.8475 between the hours of
8:OOAM and 6:OOPM Eastern Standard Time where a Service Number will be designated and the
Issue assigned to a member of the support team to work. (At the time of call a description of the
problem will be required.) An authorized point-of- contact name and phone number will also be
needed in case follow up Information is required. After houra/HolidayM/eekend support: If the
request for support call is made outside the aforementioned normal hours, a callback will be
made no later than the next business day. Contractor provides on-line diagnosis and support that
Is Initiated after the aforementioned support call. Most support requests can be handled through
L -3 Communications Mobile- Vision, Inc. Page 16
this remote method. Since this provides the most effective support method, If the problem is
determined to be SOFTWARE related then Contractor will facilitate a service request.
S. Limited Warranty Remedy. For a claim of breach of this limited warranty by the City, City's sole
and exclusive remedy, and Contractor's sole and exclusive liability, will be for Contractor, at
Contractor's option, to either: (1) provide services to correct any Inconsistencies between the
SOFTWARE and the Documentation which cause the SOFTWARE to fail to conform to the
limited warranty set forth in this Paragraph, which shall Include Contractor's right to add, modify,
or delete portions of the SOFTWARE and/or the Documentation; or (ti) terminate the license,
Including all rights granted hereunder and refund the license fees, which shall be amortized over
the period from date of purchase to the date of the initial service request.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSOR, ITS PARENTS, AFFILIATES AND SUBSIDIARIES OR THEIR
DISTRIBUTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR
CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OF
OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE
MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL
DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE
ENTIRE LIABILITY OF LICENSOR AND ITS PARENTS, AFFILIATES AND SUBSIDIARIES
UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY
FOR ALL OF THE FOREGOING SHALL BE LIMITED TO AN AMOUNT.EQUAL TO THE
LICENSE FEES ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. THE FOREGOING
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL
PURPOSE.
7. Miscellaneous. This License AGREEMENT is not assignable by LICENSEE in whole or in part
without the prior written permission of LICENSOR. All remedies available to either party for
breach of this License AGREEMENT are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an election of such remedy
to the exclusion of other remedies The headings or titles of the Paragraphs or Subparagraphs of
this License AGREEMENT are for convenience only and shall not be used as an aid in
construction of any provision hereof. Manufacturer L3 Mobile- Vision, Inc, 90 Fanny Rd.,
Boonton, NJ 07005.
END OF EXHIBITS
L -3 Communications Mobile- Vision, inc. Page 17
EXHIBIT C
WARRANTY STATEMENT ARID SUPPORT OVERVIEW
L -3 Communications Mobile- Vision, Inc. (Contractor) warrants the following products for a period of five
four (5) years from defects in workmanship or materials:
• FLASHBACK In -Car video system hardware and components,
• CycleVislon Motorcycle video system hardware and components,
• Interview room video system hardware and components,
• MV -1 Mobile Data Computer system,
• V-One Integrated Mobile Data Computer system,
• MobileVu Display (If purchased separately,
• AlertVu Automatic License Plate recognition hardware and components,
• Digital Evidence Management System Software,
• Digital Evidence Management Hardware Solution (If Applicable),
• Primera branded, DVDfBlu -ray Disc publisher,
• Rimage branded, DVDlBlu•Ray Disc publisher..
If a valid claim is received within the Warranty Period, at its option and to the extent permitted by law, will
either repair the defect at no charge, using new or refurbished replacement parts, or exchange the
product with a product that is new or which has been manufactured from new or serviceable used parts
and is at least functionally equivalent to the original product. A replacement product or part assumes the
remaining warranty of the original product or ninety (90) days from the date of replacement or repair,
whichever provides longer coverage for City. The City must return failed component(s) to the Contractor
or a Contractor - authorized service center. Before City ships its product for warranty service, it is City's
responsibility to keep a separate backup copy of the system configurations and data. Contractor is not
liable for any damage to or loss of any programs, data, or other information stored on any media.
Recovery and reinstallation of system and application software and user data are not covered under this
Ilmited warranty.
Warranty does not extend to any devices in or of vehicle to which a Contractor component is mounted or
connected. Contractor reserves the right to charge for repairs to correct damage resulting from abuse, or
extraordinary environmental damage to components during warranty period at rates normally charged for
repairing such units not covered under warranty. Contractor will not be liable for any direct, indirect,
consequential or incidental damages arising out of the use or inability to use this product.
Contractor does not warrant that the operation of the product(s) will be uninterrupted or error -free. As a
further limit on warranty, and as an expressed warning, the user should be aware that harmful personal
contact may be made with any devices mounted into a motor vehicle in the event of violent maneuvers,
collisions, or other circumstances, even though said devices are installed and used according to
Instructlons. City will determine and accept any risk Involved with the Installation and use of this product.
All maintenance and service will be performed by L -3 Communications Mobile- Vision, Inc., 90 Fanny
Road, Boonton, NJ 07005 or, at the customer's choice, by a Contractor certified service center.. Warranty
repairs require an RA (Return Authorization) number in order to be processed. This can be arranged by
calling (800) 336 -8475 or by completing Return Authorization form on our webslte:
www.L- 3Com.com1MV
VIDEO MANAGEMENT SOFTWARE
Contractor warrants its video management system (DES) to be free from operational and material defects
and covers all software updates for a period of one (1) year from original °implementation° date (the date
that Contractor's Support Engineers performed onsite server installation, configuration, and training). .
Contractor warrants that its video management systems are adequate in features and functions to
facilitate the management of video for law enforcement purposes. Contractor will not be liable for any
direct, Indirect, consequential, or Incidental damages arising out of the use or inability to use this product.
VERSION SUPPORT
Contractor supports the current and last two Major releases of DES and ALPR software products.
VIDEO MANAGEMENT HARDWARE
During the warranty period, Contractor agrees to repair or replace any video management system
component that fails due to defective materials or workmanship. Equipment, peripherals, and software
supplied by customer are excluded from coverage. In most instances, server hardware that requires Next
Business Day Onsits Service will be coordinated through Contractor and provided by Dell Computer. The
Contractor Technical Support Engineer will determine if an onsite service technician must be dispatched
to support a qualified repair. For Next Business Day Onsite Service, a technician will typically arrive onsite
the next business day. Generally, calls received by L -3 Mobile - Vision before 4:00 p.m. local (EST) will
qualify for next- business day service, however, Contractor has no liability should the provider (DELL)
postpone, cancel, or delay the service. In the event that additional partstresources are required once the
onsite technician is at the C*s site, work may be temporarily suspended until the additional
parts/resources arrive.
SUPPORT
Warranty repairs and support can be arranged by calling (800) 336 -8475 between the hours of 5:00 a.m.
and 5:00 p.m. EST or via a -mail at DESSUPPORT.MVIC&I- 3mm.com where a ticket number will be
designated and the Issue assigned to a member of the support team. An authorized pointof- contact
name and phone number will also be needed in case follow -up information Is required. Contractor
provides on-line diagnosis and support for our Back Office video management systems. Most service
requests can be handled through this remote method. If the problem is determined to be related to any of
Contractor's provided hardware, then Contractor will coordinate the service with the appropriate hardware
provider and facilitate the fix or replacement.
Service Level Objective: While Contractor does not guarantee resolution time, we strive to
resolve all cases in a fast and efficient manner to ensure customer satisfaction.
Non - critical issues will be acknowledged within 1 business hour, Monday - Friday only, excluding
holidays. Resolution will begin within 24 hours followed by on-going daily status updates until resolution is
confirmed with the POC.
Critical Support Issues (Priority 1) will be acknowledged within 1 business hour. Resolution will begin
within 4 business hours followed by ongoing daily status updates until the resolution Is confirmed with the
POC. After -lours requests for critical support will be handled in the same manner. However, response will
start within 4 hours of the call.
After hourslHoliday/Wookend support: If the request for a support call is made outside the
aforementioned normal hours, a callback will be made no later than the next business day. If you have a
Priority 1 Issue. You will need to state the Issue and severity in Your e-mail or voicemail. Your issue will be
escalated to the on -call Technical Support Engineer and will be addressed within f41 hours.
Support Classifications
Priority 3 — Product feature and/or administration questions. Low severity.
Priority 2 — Minor feature/product failure, convenient workaround exists. This may require servicing or
repair of one or more components. If service or repair Is required, Contractor will Issue an RMA number
and Instruct City's representative to return the defective components to us or a designated service center
or third party provider.
Priority 1 - Product or major feature failure or date corruption. The system is not operational or useable
by City. Resolution times may vary depending on the nature of the problem. We will continue to provide
daily updates until the ticket is dosed.
L -3 Communications Mobile- Vision, Inc. Page 19
EXHIBIT D
MANUFACTURER'S WARRAidTY
L-3 Communications Mobile- Vision, Inc. ( "Contractor°) warrants its in- vehicle video system for a
period of five (5) years from the dale of successful system installation from defects in
workmanship or materials. At Its discretion, Contractor agrees to repair or replace any in-car
motor video system component that falls due to defective materials or workmanship during the
stated warranty period from original date of Installation. During the warranty period, there will be
no charge for repair labor, parts or return shipping. The City must return failed component(s) to
Contractor or Contractor's authorized service center. Contractor will provide purchaser a prepaid
return shipping label for that purpose. Contractor's maximum reimbursement for shipping shall not
exceed UPS ground service rates.
Warranty excludes normal wear - and -tear such as frayed cords, broken connectors, scratched or
broken cases, or physical abuse. Warranty does not extend to any devices In or of vehicle to
which Contractor's component Is mounted or connected.
Contractor reserves the right to charge for repairs to correct damage resulting from abuse or
extraordinary environmental damage to components during warranty period at rates normally
charged for repairing such units not covered under warranty.
Contractor warrants that Its In-car and motor video systems are designed to make video and
audio recordings of events in proximity to and within a police vehicle. Contractor will not be liable
for any direct, indirect, consequential or incidental damages arising out of the use or inability to
use this product.
As a further limit on warranty, and as an expressed warning, the user should be aware that
harmful personal contact may be made with any devices mounted Into a motor vehicle In the
event of violent maneuvers, collisions, or other circumstances, even though said devices are
Installed and used according to instructions. Contractor specifically disclaims any liability for Injury
caused by contact with its in-car video components in such circumstances.
All maintenance and service will be performed by L-3 Communications Mobile- Vision, Inc., 90
Fanny Road, Boonton, NJ 07005 or, at the customer's choice, by a service center owned by
Contractor. Adequate boxes and proper packaging materials can be obtained without any further
costs or fees to City by calling Contractor and requesting them. Contractor will reimburse the City
for the cost of shipping, via UPS Ground only.
Warranty repairs require an RA (Return Authorization) number in order to be processed. This can be
arranged by calling (800) 336 -8475 or by completing a Return Authorization form on Contractor's
website: www.L-3Com.00m/MV. the form is located under the Sites/Sales/Support tab. The unit serial
number, description of defective part and problem noted will be required. A point of contact and
phone number will also be needed in case follow -up information Is required.
L -3 Communications Mobile- Vision, Inc. Page 20
EXHIBIT E
EXTENDED MAINTENANCE AGREEMENT AND FACTORY SUPPORT
FLASHBACK IN -CAR VIDEO SYSTEMS
L -3 Communications Mobile- Vision, Inc. ('Contractor) Extended Maintenance Agreement extends all
terms and conditions of the original warranty for an additional period of three (3) years after the Initial
warranty period expires, from defects in workmanship or materials, provided that the system has been
property maintained. This Extended Maintenance Agreement entitles the City to maintenance and
service on any component of the video system. Components of the system include the Digital Video
Recorder (DVR), control head, monitor, camera, lens, main cable harness, wireless microphone
transmitter and receiver as well as all brackets and hardware.
This agreement does not cover damage caused by misuse, vehicular accidents, excessive roughness,
acts of God, cosmetic damage, damage due to malfunction of the vehicle's electrical and/or electronics
systems, or components which show evidence of tampering by unauthorized personnel. It does not cover
any components of the vehicle In which the system Is Installed, nor any auxiliary products to which it is
connected, i.e. radar, etc. It does not cover expendable items, i.e., batteries, videotapes or wireless
microphone cords.
All maintenance and service will be performed by Contractor, 90 Fanny Road, Boonton, NJ 07005, or, at
the City's choice, by a service center owned by Contractor. Adequate boxes and proper packaging
materials can be obtained without any further costs or fees to City by calling Contractor and requesting
them. All shipments to Contractor shall be Insured by Contractor against loss or damage. Contractor will
be responsible for all shipping and insurance charges incurred In the shipment any system Components
to Contractor. Contractor will also pay for the return shipping and Insurance charges when returning any
system Components to City, via UPS ground.
L -3 Communications Mobile- Vision, Inc. Page 21
EXHIBIT F
WARRANTY AND MAINTENANCE AGREEMENT
L -3 Communications Mobile- Vision, Inc. ( "Contractor") warrants its video management system to be
free from operational and material defects and covers all software updates for a period of five (5)
years from original "implementation° date (the date that Contractor's Support Engineers performed on-
site server Installation, configuration, and training).
Contractor warrants that Its video management systems are adequate In features and functions to
facilitate the management of video for law enforcement purposes. Contractor will not be liable for any
direct, indirect, consequential or incidental damages arising out of the use or Inability to use this
product. 1.
During the warranty period, Contractor agrees to repair or replace any video management system
component that fails due to defective materials or workmanship. Sole responsibility under this
warranty shall be to repair, adjust, or replace (al Contractors option) any software, equipment, and
peripheral that Is part of the originally Installed system that falls during this period and is not subject to
any of the exclusions listed herein. Equipment and software supplied by City is excluded from
coverage. In-Car hardware components and software are covered under a separate Warranty and
Maintenance Agreement.
If repairs are covered under Warranty, Contractor will not charge for repair labor, parts, or shipping.
EXCLUSIONS. This Agreement expressly excludes damage due to system abuse (both physical and
electronic), extraordinary environmental damage (Including acts of Nature, such as fire, goods,
lightning, hurricanes, etc.). Warranty will not apply If adjustment, repair, or parts replacement is
required because of accident, unusual physical, electrical or electromechanical stress, neglect,
misuse, user programming errors, loading of unauthorized software on the system, failure of electrical
power, air conditioning or humidity control, transportation, or any cause other than expected normal
and ordinary use.
If It is determined that the system was damaged due to any of the exclusions listed above or any
cause other than defective manufacturing or workmanship, then Contractor reserves the right to
charge for the troubleshooting diagnosis and repairs to correct damage to components and software
resulting from the aforementioned causes at standard non-warranty rates.
SERVICE LEVEL AGREEMENT POINTS
• Single Point-of-Contact and toll free number for o Technical Support via telephone and/or remote on-
support line server service
• Yearly preventive maintenance, which Includes o Warranty on all Labor and Materials
ongoing updates to the server system o Next Business Day replacement on server hardware
SUPPORT PROCESS t HOURS
Warranty repairs must be arranged by calling (600) 336-8475 between the hours of B:OOAM and
B:OOPM Eastern Standard Time where a Service Number will be designated and the issue assigned to
a member of the support team to work. (At the time of call a description of the problem will be
required.) An authorized point -of- contact name and phone number will also be needed in case follow
up information Is required. After hours/Hoiiday/Weekend support: If the request for support call is
made outside the aforementioned normal hours, a callback will be made no later than the next
business day.
Contractor provides on -Ilne diagnosis and support that is Initiated after the aforementioned support
call. Most service requests can be handled through this remote method. If the problem is determined
L -3 Communications Mobile- Vision, Inc. Page 22
to be related to any of Contractor's provided hardware, then Contractor will coordinate the service with
the appropriate hardware provider and facilitate the fix or replacement.
Note: If It is determined that the equipment must be returned to Contractor for comprehensive service,
the City may be required to package the equipment in the original box or other appropriate boxes to be
provided by Contractor upon City's request without further costs or fees to City for shipment to
Contractor's authorized service center at no charge to City.
All maintenance and service of computer and computer - related components will be performed through
Contractor's Orlando office at 2700 Westhall Lane, Suite 235, Maitland, FL 32751 or by Conbactoes
assigned authorized service centers.
L -3 Communications Mobile- Vision, Inc. Page 23
Pi
= CITY OF V Vy�NEWPCkIT eEA
u���WPOR NEWPORT BEACH O411I'�''
Agenda Item No. 1
GFOAI City Council Staff Report Octc E ,
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Police Department
Jay R. Johnson, Chief of Police
949 - 644 -3701, JJohnson @nbpd.org
Jon Lewis, Lieutenant
PREPARED BY: 9449- 644 -3660, JLewis @nbpd.org
APPROVED: /zS
TITLE: Replacement of Mobile Video System in Police Department Patrol
Vehicle Fleet
ABSTRACT:
The Police Department currently uses an in -car mobile video system that was
purchased and installed in 2004. The equipment and technology incorporated in this
aging system is antiquated, failure prone, and undependable. This purchase will ensure
reliable video and audio recording of field activities by Department personnel.
RECOMMENDATIONS:
Approve a total expenditure of $480,319.91 to replace the mobile video system
currently in the Police Department's patrol vehicle fleet and authorize the Mayor
to execute on behalf of the City the Purchase and Installation Agreement with L3
Communications Mobile Vision, Inc.
2. Approve Budget Amendment No. 12BA -012 appropriating $480,319.91 from the
Police Equipment Internal Service Fund unappropriated fund balance to the
Police Vehicle Equipment Account, 6150 -9300. This expenditure includes the
equipment ($454,258.85), all sales taxes ($23,861.06), and shipping and delivery
costs ($2,200.00).
FUNDING AVAILABILITY:
The Budget Amendment records and appropriates $480,319.91 from the Police
Equipment Internal Service Fund unappropriated fund balance.
Replacement of Mobile Video System in Police Department Patrol Vehicle Fleet
October 11, 2011
Page 2
DISCUSSION:
The Police Department's patrol vehicle fleet is currently outfitted with an -in car mobile
video system that was originally installed in 2004. This system is used daily by officers
to record their enforcement - related contacts and field activities. The use of mobile
video systems has become an industry standard with progressive law enforcement
agencies nationwide. The mobile video recording provides an unbiased account of
events that allow citizens, the courts, and others to view what actually occurred during
encounters. In addition to building public trust, this system has had a positive impact on
officer safety by allowing officers the ability to review and self critique their actions.
Further, the system has improved the Department's ability to respond to concerns
regarding professionalism and courtesy. The Department's current system uses
antiquated DVD -based technology that has become increasingly difficult to maintain and
keep operational. The individual recording units have experienced heavy use in the
harsh and demanding environment characteristic of line -level patrol operations. The
individual units have increasingly experienced failures, such as shutting down at
random, freezing while the recording function is activated, and in some cases complete
failure to activate during the officers pre - service equipment inspections. The
Department also deploys a fleet of 10 police motorcycles, none of which are currently
outfitted with a mobile video system.
On June 12, 2011, a Request for Proposal (RFP) solicitation was issued by the City's
Purchasing staff and publically distributed. The RFP solicitation generated proposals
from eight vendors. To properly evaluate the proposals, an evaluation panel was
assembled consisting of staff from Police Management, Information Technology,
Electronics, and the Video Unit, as well as City Purchasing staff. Below is a comparison
of the pricing component from each of their proposals:
Vendor
System Total
Federal Signal*
$195,244.00
Watchguard
$217,294.00
Digital Ally`*
$251,037.00
Kustom Signals
$261,649.00
Coban
$261,988.00
L3 Communications
$274,085.00
ICOP
$298,754.88
VisualPro 360
$335,206.82
Notes: * Proposal from Federal Signal did not contain pricing for motorcycle units.
* *Proposal from Digital -Ally did not contain pricing for software component.
Replacement of Mobile Video System in Police Department Patrol Vehicle Fleet
October 11, 2011
Page 3
In accordance with the administrative procedures set forth in Council Policy F -14, a
Qualifications -Based Selection process was utilized by the evaluation panel. Proposals
were evaluated on criteria that included proposed cost, experience and qualifications of
the proposing vendor, the proposed system components, and the proposal
responsiveness. Attachment B illustrates the tabulation of proposal scores by the
evaluation panel.
After evaluating all eight proposals, L3 Communications Mobile Vision, Inc., was
identified as the top - qualified vendor to provide a mobile video system solution for the
Department. The evaluation panel unanimously ranked L3 Mobile Vision, Inc., as the
top- ranked vendor. While L3 Communications Mobile Vision, Inc., did not submit the
lowest cost proposal, their proposed rate was within the average of all the responses
(Federal Signal and Digital Ally's pricing was incomplete, and therefore they were not
included in this calculation). The proposed system from L3 Communications Mobile
Vision, Inc., distinguished itself from the other vendors that submitted proposals
containing lower costs. The proposed system from L3 Communications Mobile Vision,
Inc., represented a "turnkey" system that included in -car video systems, motorcycle
video systems, wireless network, and complete back -office hardware and software. Of
particular note was that L3 Communications Mobile Vision, Inc., was the only vendor
able to demonstrate a successful history of supporting a video system for police
motorcycles. Additionally, L3 Communications Mobile Vision, Inc., had strong presence
and project experience in the local Orange County area. This experience included
recent installations in police agencies, such as Garden Grove, Buena Park, and the
Orange County Sheriff's Department. The following is an abstract of how all the
proposals ranked after undergoing the Qualifications -Based Selection process; a full
explanation can be found in Attachment B.
Composite Scores (By Rank)
*NOTE' Borda Count utilized - i.e., 1 st place rank awarded 10 points,
2nd place awarded 9 points, etc.
L3 Communications Mobile Vision, Inc.
24
Coban
19
Digital Ally
17
Visual Pro 360
12
Kustom Signal
9
ICOP
4
Federal Signal
0
Watchguard
0
Once L3 Communications Mobile Vision, Inc., was identified as the top - qualified vendor,
the Department negotiated for some additional product and service enhancements to
the system, above those included in the initial proposal. Over the last fiscal year
(FY11), the Department spent nearly $38,000 for the blank DVD disks required for the
system currently in place.
Replacement of Mobile Video System in Police Department Patrol Vehicle Fleet
October 11, 2011
Page 4
The proposed system will allow the Department to transition from this physical media to
server -based storage, representing a sizeable cost savings over the anticipated life of
the system.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
Cy .Jo son
hief of Police
Attachments: A. Purchase Agreement between the City of Newport Beach
and L3 Communications Mobile Vision, Inc.
B. Proposal Evaluation Recapitulation
C. Budget Amendment No. 12BA -012
Attachment A
PURCHASE AND INSTALLATION AGREEMENT WITH
L3 COMMUNICATIONS MOBILE VISION
FOR IN- VEHICLE DIGITAL VIDEO RECORDER SYSTEM
THIS PURCHASE AND INSTALLATION AGREEMENT ( "Agreement ") is made
and entered into as of this __._.. day of October, 2011 by and between the CITY OF
NEWPORT BEACH, a California Municipal Corporation ( "City"), and L3
COMMUNICATIONS MOBILE VISION, a New Jersey corporation ( "Contractor "), whose
address is 90 Fanny Road, Boonton, New Jersey 07005 and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City is seeking to procure an in- vehicle digital video recorder system, along with
the related software licenses, extended equipment and software warranties and
maintenance services to allow for the City fleet of police motor and vehicle units
to digitally record public safety and law enforcement functions.
C. City desires to engage Contractor to provide, install and maintain an in- vehicle
digital video recorder system for its Police motor and vehicle units. ( "Project').
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide, install warranty and maintain the system and services
described in this Agreement.
The principal member of Contractor for purposes of Project shall be an L3 Project
Manager determined once a executed contract is in place. .
F. City has solicited and received a proposal from Contractor has reviewed the
previous experience and evaluated the expertise of Contractor and desires to
retain Contractor to provide the system and services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on December 31, 2016 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct and are
hereby incorporated by reference. Contractor shall diligently perform all the services
described in the Scope of Services and Schedule of Costs attached hereto as Exhibit A,
5
the End User License Agreement attached hereto as Exhibit B, the Warranty Statement
and Support Overview attached hereto as Exhibit C, the Manufacturer's Warranty
attached hereto as Exhibit D, the Extended Maintenance Agreement and Factory
Support attached hereto as Exhibit E, and the Warranty and Maintenance Agreement
attached hereto as Exhibit F, and all incorporated herein by reference ( "Work" or
"Services "). The City may elect to delete certain tasks of the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and the in- digital video recorder system shall be installed and operational in
all motor and vehicle units by a date mutually agreed upon by City and Contractor. All
post installation support and maintenance Services shall be performed to completion in
a diligent and timely manner. The failure by Contractor to perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
3.3 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for all Work and Services, including but not
limited to all the equipment, software, licenses, warranties, service and maintenance,
including all shipping and handling and all applicable sales taxes, in accordance with
the provisions of this Section and the Scope of Services and Schedule of Costs
attached hereto as Exhibit A. The total Compensation for all Work and Services,
including all sales taxes, shall not exceed Four Hundred Eighty Thousand Three
Hundred Nineteen Dollars and 911100 ($480,319.91). Total Compensation includes .
payment by City to Contractor for all Work and Services, performed in accordance with
this Agreement, including all reimbursable items and subcontractor fees, that shall not
exceed Four Hundred Fifty -Six Thousand Four Hundred Fifty-Eight Dollars and 85/100
($456,458.85) without prior written authorization from City and payment by City directly
to the California State Board of Equalization for all applicable California sales or use
taxes of Twenty-Three Thousand Eight Hundred Sixty-One and 06/100 ($23,861.06).
No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
L -3 Communications Mobile- Vision, Inc. Page 2
6
4.2 Taxes: City and Contractor specifically agree and designate the point of
sale and place of delivery for any and all taxable purposes under this Agreement,
including, but not limit to, all Services, Work and equipment, shall by the City of Newport
Beach Police Department located at 870 Santa Barbara Drive, Newport Beach, CA
92660. Furthermore, under the City's Direct Payment Exemption permit number SR
EAA 24- 089475 DP, the City will self- accrue its Use Tax obligation to the California
State Board of Equalization in the amount of Twenty-Three Thousand Eight Hundred
Sixty -One and 06/100 ($23,861.06) within thirty (30) days of delivery to the City. If only
partial delivery of the taxable items in Exhibit A is received by the City, the City will only
pay the California State Board of Equalization the amount of Use Tax due on the value
of the items delivered in accordance with the price set forth in Exhibit A.
4.3 Payment Schedule:
4.3.1 City shall pay Contractor, following Contractor's successful
completion of the "Installation Process" to the City's satisfaction, no later than thirty (30)
days after approval of the invoice by City staff. The Installation Process shall include
installation of the server and all system hardware and software on the City's police
vehicle fleet and police station, including any necessary configuration and training.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Lieutenant Jon
Lewis, or his designee, shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his authorized
representative shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
CITY'S RESPONSIBILITIES
7.1 In order to assist Contractor in the execution of its responsibilities under
this Agreement, City agrees to, where applicable, provide access to, and upon request
of Contractor, one copy of all existing relevant information on file at City. City will
provide all such materials in a timely manner so as not to cause delays in Contractor's
Work schedule.
L -3 Communications Mobile- Vision, Inc. Page 3
7
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the professional standard
of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties') from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
L -3 Communications Mobile- Vision, Inc. Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work
to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
14.1 Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City.
14.2 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and
endorsement must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at all times
during the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time.
14.2.1 Contractor shall procure and maintain for the duration of the
Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Contractor, his agents, representatives, employees or subcontractors. The cost of such
insurance shall be included in Contractor's bid.
14.3 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
14.4 Coverage Requirements.
14.4.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance
(with limits of at least one million dollars ($1,000,000)) for Contractor's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Contractor shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in accordance with the
laws of the State of California, Section 3700 for all of the subcontractor's employees.
14.4.1.1 Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least thirty (30) calendar
days (ten (10) calendar days written notice of non - payment of premium) prior to such
change.
14.4.1.2 Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.5 General Liability Coverage. Contractor shall maintain commercial general
liability insurance in an amount not less than one million dollars ($1,000,000) per
occurrence for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability.
14.6 Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with Work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit for each accident.
14.7 Professional Liabilitv (Errors & Omissions) Coverage. Contractor shall
maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) limit per claim and in the aggregate.
L -3 Communications Mobile- Vision, Inc. Page 6
10
14.8 Other Insurance Provisions or Requirements.
14.8.1 The policies are to contain, or be endorsed to contain, the following
provisions
14.8.1.1 Waiver of Subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its subcontractors.
14.8.1.2 Enforcement of Agreement Provisions. Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
14.8.1.3 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any party or
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
14.8.1.4 Notice of Cancellation. Contractor agrees to oblige
its insurance agent or broker and insurers to provide to City with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
14.9 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement.
14.10 Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment
may be necessary for its proper protection and prosecution of the Work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
and outstanding capital stock of Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty-
five percent (25 %) or more of the assets of the corporation, partnership or joint- venture.
L -3 Communications Mobile- Vision, Inc. Page 7
11
16. SUBCONTRACTING
City and Contractor agree that subcontractors may be used to complete the Work
outlined in the Scope of Services. The subcontractors authorized by City to perform
Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to
City for all acts and omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. The City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and the City. Except as
specifically authorized herein, the Services to be provided under this Agreement shall
not be otherwise assigned, transferred, contracted or subcontracted out without the
prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing ,produced (hereinafter "Documents'), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any
international or United States' letters patent, trademark, or copyright infringement,
including costs, contained in Contractor's drawings and specifications provided under
this Agreement.
12
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under the law or
any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
L -3 Communications Mobile- Vision, Inc. Page 9
13
City for any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attn: Lt. Jon Lewis
Police Department
City of Newport Beach
870 Santa Barbara Drive
Newport Beach, CA 92660
Phone: 949- 644 -3660
Fax: 949 - 644 -3700
25.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attention: Charles Vlcek VP Sales and Marketing
L -3 Communications Mobile Vision, Inc.
90 Fanny Road
Boonton, New Jersey 07005
Phone: 800 - 336 -8475
Fax: 973 - 257 -3024
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar weeks , or if more than two (2) calendar weeks are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar weeks after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
L -3 Communications Mobile- Vision, Inc. Page 10
14
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving thirty
(30) calendar days prior written notice to Contractor. In the event of termination under
this Section, City shall pay Contractor for Services satisfactorily performed and costs
incurred up to the effective date of termination for which Contractor has not been
previously paid. On the effective date of termination, Contractor shall deliver to City all
reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance With all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services and Schedule of
Costs or any other attachments attached hereto, the terms of this Agreement shall
govern.
28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
28.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.8 Controlling Law And Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
L -3 Communications Mobile- Vision, Inc. Page 11
15
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange.
28.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
L -3 Communications Mobile- Vision, Inc. Page 12
16
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
OFFICE OF THE CITY ATTORNEY
Date: IV'////
By:
Aaron . Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Michael F. Henn
Mayor
CONTRACTOR: L3 COMMUNICATIONS
MOBILE VISION, a New Jersey
corporation
Date:
Bv:
Charley Vlcek,
Vice President
Date:
Walter Horestsky
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Costs
Exhibit B — L3 Communications Mobile Vision License Agreement
Exhibit C — Warranty Statement and Support Overview
Exhibit D — Manufacturer's Warranty
Exhibit E — Extended Maintenance Agreement and Factory Support
Exhibit F — Warranty and Maintenance Agreement
L -3 Communications Mobile- Vision, Inc. Page 13
17
EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE OF COSTS
m
M-N,
comI'llIn lions
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (800) 336-8475 (973) 263 -1090 Fax: (973) 257 -3024
www.L- 3com.comlmv
xem¢ mc:xx year r e�rrvu ixe wxr,eevrx\ m�uneu
rGr \IAr r Ir'i \,Flm ar„nl3b[` ,lu n; x('fnr.
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kl Mobile- Vlslon, Inc.
90 Fanny Rd, Boonton, 11107005
T. 800 336 -8475 F. 973. 257 -302,1
Sold To
Newport Beach Police Department
Jon Lewis
PO BOX 7000
Newport Beach, CA 92656 -7000
USA
QUOTE
Number AAAQ3809 -0
Date Sep 12, 2011
i Ship To
Newport Beach Police Department
)on Lewis
PO Box 7000
Newport Beach, CA 92656 -7000
USA
Phone 9496443660
Phone 9496443660
Fax
9496443700
- Fax 949644370j0
'
Salesperson
P.O. Number I Ship Via I
Terms
TURNER
UPS GROUND
NET
30
Line
Qty I
SKU _
,
Description -
Unit Price
Ext. Price:
1
31
MVD- FU2DVS -2
Flashback 2 In -Car Video System
$4,495.00
$139,345.00
Assembly,lucludes,Flashback 2 Digital Video Recorder
vd8GB CF CardVolceUnk Plus 2 Wireless Microphone
Assembly w /tmnsmlttefOccking Station, Office [Barging
Base, Belt Clip and Lapel M1ocphonesGP5/VLLAN
AntennaNite -Watch Color Camera (12x optical & 144x
'
Digital Zoom)Morlltor Console (3.5' colt LCD display)AII
mounts, cables and hamwarel-year Parts and labor
warranty(InstallatIon not Included unless quoted)
2
29
C9
Flashback2 installation by Vision Communications.
$385.00
511,165.00
3
29
C9
Removal of Existing Equipment
$35.00
$1,015.00
4
31
MVD- 1016GB -UPG
Upgrade Flashcard.16GB to be sold only with new
$0.00
$0.00
'
systems. Added to Omer at no charge.
5
31
MVD -Iii
Option, Flashback IR Camera w /wales
$185.00
$5,735.00
6
31
MVD- CRASH -BAT
Collision Sensor (Triggers OVR for recording when
$150.00
$4,650.00
Involved in crash)Assembly product
7
3t
14VD-FB- GRL -LT
Option, Gdll Light, Flashback
$45.00
$1,395.00
B
31
MVD- VLP2-DL
Option, Flashback Dual Velce Unk Plus 2 Wireless
$565.00
$17,515.00
Microphone System
9
23
MVD - VLP2 -TRA
Assembly, Voice Unit Plus 2 Transmitter w /Bell Clip, VLP2
$245.00
$5,635.00
9" & 40" Lapel Microphones
10
23
MVD- VLP2-CG
VLP2 Charging Station with AC Prover Adapter
$39.95
$918.85
11
29
MVD.FB2V -V2 -TM
Option, Flashback 2 Vehicle Viewer 2, Trunk Mount
$275.00
47,975.00
12
10
MVD- F620VS -CV -2
System, Cyclevlsion 2 with VLP2 Assy, Flashback 2 Digital
$4,495.00
$44,950.06
Video Recorder. Inlallalton not inducted.
13
10
C9
Cyclevislon Installation by Vision Communications.
$440.00
$4,400.00
14
t0
C9
Installation - Equipment Pads - Black/White
$632.00
$6,320.00
15
10
C9
Remove and Install Pods
$132.00
$1,320.00
L6
10
C9
Installation - Battery Up Grade
$175.00
$1,750.00
17
10
C9
installation - Conversion Kits - Hardware
$105.00
$1,050.00
18
10
C9
Installation Charger 6 AMPS
$126.50
$1,265.00
Continued On Next Page ...
19
20
d
commtmit aborts
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel:
(800) 336 -8475 (973) 263 -7090 Fax: (973) 257 -3024
vnvvv L- 3com.com/mY
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Description _
..
Unit Price -,
. -_.... ..
Ex t. Price
19
10 C9
Libor Change Battery
$72.00
$720.00
20
10 C9
Core Removal Charge
$17.00
$170.00
21
3 MVD- 8675- A -ASSY
Wireless Access Point vi/External Mounted
$795.00
$2,385.00
Antcnna8O2.I1(a) Wireless Access pointAntenna and
,
Cabling
22
1 C9
(3) Access Point Installation by Vislan Communications.
$4,400.00
$4,400.00
Price does not Include conduit.
23
1 LSMVDR524DEP
DES PRO 8524 Server, Rack, 24TB RAID 6 DASD, 8 Care
$59,650.00
$59,850.00
Xenon Processors, 6G0 RAM DVM Server, Storage &
DistdbuDon System, Rack Configuration Dual 2.26 GHz
Quad Core Processors, 6 OR RAM, 2478 Usable RAID 6
Red Hat V5 Enterprise Unux OS J Pcx�rgreSgl Database
OVD -Rom, monitor, Keyboard, $Iowa, OF Card Reader 8
port 101100 /1000 Base 7-switch Digital Evidence
Software: Base Module, Intelilgent Oov:nlozding Module,
Archlver modulo, Case Module, Consumer OVD Module
24
1 LSESA16B24T
24TR Rorke 1BOD, 311
$9,835.80
$91835.80
25
1 LSMVDDVDBR141
Workstation, Desktop, 25OGB DASD, 2 Core Intel
45,495.00
$5,495.00
Processors, 2GB RAM. DVD Backup System, 2.8 GHz
Dual Care Processor, 2GB RAM, 25068 DASD l'Ando.s
XP, OVD -RW, Monitor, Keyboard, Mouse, External
Biu-Ray Reader, MVI Archiving Sonware, Blu -Ray Robot
W/100 disc capacity, 50 DVO.R Discs, and 50 Btu :Ray
discs
26
I MVD- DEP -BT3
Solution Confguration / Tralning5ystein build out and
$4,350.00
$4,350.00
Configuration plus 1 day (on site) training
27
ITEMS TAXED IN CALIFORNIA ARE:
SYSTEMS, BACKEND, PARTS AND SHIPPING &
HANDLING.
ITEMS NOT TAXED ARE:
INSTALLATION, SERVICE/LABOR AND
EXTENDED WARRANTIES
28
Extended Warranty In Car and Motorcycle Units
20
The agency must purchase all maintenance for
all 4 years up front to receive the free years
worth on the DVR's.
30
41 EMA STD YR I
EMA Standard Year 1
$0.00
$0.00
31
41 EMA STD YR 2
8•14 Standard Year 2
$300.00
$12,300.00
32
41 EMA STO YR 3
EMA Standard Year 3
$375.00
$25,375.00
33
41 EMA STD YR 4
EMA Standard Year 4
4475.00
$19,475.00
34
Extended Warranty R524DEPServer
35
1 LSMVDR524DEP
EMA / Year 1
$13,399.00
$13,399.00
36
1 L.ShiVDR524DEP
EMAJ Year
$13,399.00
$13,399.00
37
1 LSMVOR524OEP
EMAJ Year 3
$13,399.00
$13,399.00
33
1 L514VDR524DEP
EMAJ Year
$13,399.00
$13,399.00
39
Extended Warranty JBOD
40
1 EMA STD YR 1
EMA Standard Year 1
$1,570.00
$1,570.00
41
1 EMA STD YR 2
EIl Standard Year 2
$1,570.00
$1,570.00
Continued On Next Page ...
20
Unit Price
Ext. Price
$1,570.00
$1,570.00
$1,570.00
$.,570.00
$715.00
Corrmunications
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (800)336 -8475 (973)263 -1090 Fax: (973)257 -3024
w 1-3wrn com/mY
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1 D
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42
1
EMA STD YR 3
EMA Standard Year 3
43
1
EMA STD YR 4
EMA Standard Year 4
44
Extended Warranty ArchlYer B R1 XI
45
1
LSMVDOVDDSRIXI
EMA/ Yeal'I
46
1
LSr4VDDVDDBRiXI
EMAI Year
47
1
LSMVDDVDDBRIXI
EMAJ Year
48
LSDIVDDVDDBRIXL
E" Yea, 4
49
Extended Warranty Access Points
SD
3
DIA AP YR 1
EMA Standard Year 1
51
3
EMA AP YR 2
EMA Standard Year 2
52
3
EMA AP YR 3
EMA Standard Year 3
53
3
EMA AP YR4
EMA Standard Year
54
Extended Warranty is not Taxable In California
Unit Price
Ext. Price
$1,570.00
$1,570.00
$1,570.00
$.,570.00
$715.00
$715.00
$715.00
$715.00
$715.00
$715.00
$715.00
5715.00
563.60
$190.80
$63.60
$190.80
$63.60
$190.60
$63.60
$190.80
! SubTotal
Tax
S &H
Total
$454,258.85
.$23,.861.06
$2,200.00
$480,319.91
21
4
communications
Mobile- Vision, Inc.
90 Fanny Road
Boonton, NJ 07005
Tel: (8()0)336-a475 (973) 263 -1090 Fax: (973) 257 -3024
www.L.3com.com/mv
vrm[[ -vmax via[e mrrvvc exo' xsksc[rcxr $amens
umuu. m.x ow5'ua.,e
•4rtit u..
Taxable line items in the above quote include the following items. Extended maintenance is not taxable.
1
4
5
6
7
0
9
10
11
12
21
23
24
25
31 MVD- FB2DVS -2
Flashback 2 In -Car Video System -
54,495.00 5139,345.00
Assembly,Includes,Flashback 2 Digital Video Recorder
w /8G6 CF CardVolceUnk Plus 2 Wireless Microphone
Assembly w /transmItterDOCking Station, Office Charging
Base, Belt Clip and Lapel MlcrophonesGPS/WLAN
AntennaNlte -Watch Color Camera (12x optical & 144x
Digital Zoom)Monitor Console (3.5" colr LCD display)AII
~
31 MVD- 1016GS-UPG
Upgrade Flashcard 16GB to be sold only with new
$0.00 $0.00
systems. Added to order at no charge.
31 MVD -IR -CAM
Option, Flashback iR Camera w /cables
3185.00 $5,735.00
31 MVD- CRASH-BAT
Collision Sensor (Triggers DVR for recording when
$150.00 $4,650.00
Involved In crash)Assembly product
31 MVD- FB- GRL -LT
Option, Grill Light, Flashback
545.00 $1,395.00
31 MVD-VLP2 -DL
Option, Flashback Dual Voice Link Plus Z Wireless
$565.00 $17,515.00
Microphone System
23 MVD - VLP2 -TRA
Assembly, Voice Unk Plus 2 Transmitter w /Belt Clip, VLP2
$245.00 $5,635.00
9" & 40' Lapel Microphones
23 MVD - VLP2 -CG
VLP2 Charging Station with AC Power Adaptor
539.95 $918.85
29 MVD- FBZV-VZ -TM
Option, Flashback 2 Vehicle Viewer 2, Trunk Mount
$275.00 $7,975.00
10 MVD- F82DVS -CV -2
System, Cyclevislon 2 with VLP2 Assy, Flashback 2 Digital
$4,495.00 $44,950.00
Video Recorder. Intallation not Included.
3 MVD- 8675-A -ASSY
Wireless Access Point w /Extemal Mounted -
$795.00 $2,385.00
Antenna802.11(a) Wireless Access pointAntenna and
Cabling
1 LSMVDR524DEP
DES PRO R524 Server, Rack, 24TB RAID 6 DASD, 8 Core
$59,850.00 $59,850.00
Xenon Processors, 6GB RAM DVM Server, Storage &
Distribution System, Rack Configuration Dual 2.26 GHz
Quad Core Processors, 6 GB RAM, 24TB Usable RAID 6
Red Hat v5 Enterprise Unux OS / Postgre5gl Database
DVD -Rom, monitor, Keyboard, Mouse, CF Card Reader 8
port 10 1100 /1000 Base T- switch Digital Evidence
Software: Base Module, Intelligent Downloading Module,
Archiver module, Case Module, Consumer DVO Module
1 LSESA16B24T
24TB Rorke IBOD, 3U -
$9,835.80 $9,635.30
1 LSMVCDVDBP 141
Workstation, Desktop, 25OGB DASD, 2 Core Intel
$5,495.00 $5,495.00
Processors, 2GB RAM. DVD Backup System, 2.8 GHz
Dual Core Processor, 2GB RAM, 250GB DASD Windows
XP, DVD-RW, Monitor, Keyboard, Mouse, External
BIU-Ray Reader, MVI Archiving Software, elu -Ray Robot
w /100 disc capacity, 50 DVD-R Discs, and 50 Blu-Ray
discs
22
EXHIBIT B
END USER LICENSE AGREEMENT
SOFTWARE LICENSE
The SOFTWARE is protected by copyright laws and international copyright treaties, as
well as other intellectual property and trade - secret laws and treaties. The SOFTWARE
is being licensed, not sold.
GRANT OF LICENSE. This License AGREEMENT grants City the following non - exclusive rights:
1. In consideration of payment of those costs and fees set forth in the Scope of Services and
Schedule of Costs (Exhibit A), Contractor grants to the City a non - exclusive right to use and
display this copy of the software program in object code form only (hereinafter called the
SOFTWARE) as per the usage limitations specified by the Agreement at a single location.
Contractor reserves all rights not expressly granted to City.
2. City shall own the magnetic or other physical media, on which the SOFTWARE is originally or
subsequently recorded or fixed, but Contractor retains title and ownership of the SOFTWARE
recorded on the original disk copy or copies, and all subsequent copies of the SOFTWARE,
regardless of the form or media in or on which the original or other copies may exist. THIS
LICENSE IS NOT A SALE OF THE ORIGINAL SOFTWARE OR ANY COPY OR COPIES OF IT.
3. Certain SOFTWARE licensed by Contractor to City requires that City must purchase one named
user of SOFTWARE for each Digital Video Recorder, per physical location. Where named users
are not utilized, the total number of licensed Digital Video Recorders cannot exceed the total
number of licensed users of SOFTWARE per physical location. Non - compliance of this license
restriction is strictly forbidden and shall be considered a material breach of this AGREEMENT
and among all other remedies available to Contractor, including but not limited to immediate
payment to Contractor for all license fees due and owing to Contractor, shall cause this
AGREEMENT to immediately terminate in accordance with the Termination provisions stated in
this AGREEMENT..
4. This SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying
of the SOFTWARE, including SOFTWARE that has been modified, merged, or included with
other software, or of the written materials, is expressly forbidden. City may be held legally
responsible for any copyright infringement that is caused or encouraged by City's failure to abide
by the terms of this license. Subject to these restrictions, and if the SOFTWARE is not copy -
protected, you may make one (1) copy of the SOFTWARE, solely for backup purposes. You must
reproduce and include the copyright notice on the backup copy. The SOFTWARE is licensed as a
single product. Its component parts may not be separated for use on more than one computer.
5. City may not physically transfer the SOFTWARE from one computer to another. The SOFTWARE
is licensed for one computer only. In the event the primary computer on which the licensed
SOFTWARE is installed is replaced, City may install the SOFTWARE on the replacement
computer provided the SOFTWARE is not installed or otherwise utilized on the previous
computer. City may not electronically transfer the SOFTWARE from one computer to another
over an internal or external network of any kind. City may not distribute copies of the SOFTWARE
or accompanying written materials to others or modify, adapt, translate, reverse engineer,
decompile, disassemble or create derivative works based on the written materials accompanying
the SOFTWARE without the prior written consent of Contractor.
23
6. City may require the assistance of Contractor in integrating the SOFTWARE with the City's Police
Department Computer -Aided Dispatch, Records Management Systems (CAD /RMS) and other
information or computer systems. Contractor agrees to provide such assistance or consultation
when requested, however, any such assistance or consultation shall be facilitated by a separate
Professional Services Agreement and billed as a separate project.
7. City shall not redistribute the software to third parties, in whole or in part, including, but not limited
to, extensions, components or DLLS without the written approval of Contractor as set for the in an
appropriate redistribution license agreement.
8. Contractor may create, from time to time, updated versions of the SOFTWARE. Contractor shall
make such updates available to City for the term of this Agreement without any additional costs,
fees or expense to City. Further, this Agreement specifically covers all licenses, annual
maintenance and extended warranties of the SOFTWARE without the need for City to pay any
additional costs, fees or expenses.
TERMINATION
t. All of Contractor's Proprietary Rights for the SOFTWARE and the City's obligations regarding
these Rights for the SOFTWARE are detailed in this AGREEMENT shall survive the termination
of this AGREEMENT.
LIMITED WARRANTY AND LIMITATION OF LIABAILITY
1. Limited Warranty. Contractor warrants that the SOFTWARE, when used in accordance with the
procedures specified in the appropriate documentation (the "Documentation "), shall perform as
specified therein.
2. Limited Warranty Term. This limited warranty as described in this Paragraph, shall be valid for
any period during which City has purchased and is a currently covered under maintenance
services from Contractor for the SOFTWARE pursuant to terms and restrictions stated in this
Agreement. This warranty shall apply only to the then - current release of the SOFTWARE for use
on City's computer systems. This limited warranty covers only the SOFTWARE installed by
Contractor. This warranty does not cover defects or errors pertaining to City supplied hardware
up to and including operating systems and network configurations.
3. Modifications Not Warranted. The limited warranty described in this Paragraph shall be limited
in such a way that Contractor shall not be liable for any malfunction or error resulting from a
modification made by any person or organization other than Contractor unless the modification
was made with the prior written of Contractor. Should CITY employ and/or contract with any
person and /or any business entity including but not limited to a third party individual, corporation,
LLC, partnership, joint venture, sole proprietorships, not - for - profit organizations and /or former or
current employees of Contractor, to work on and /or perform any services on, or with the
SOFTWARE without written permission from Contractor, Contractor can elect at its sole option to
terminate this license AGREEMENT.
4. Support. City may arrange for support by calling (800) 336 -8475 between the hours of
8:OOAM and 6:OOPM Eastern Standard Time where a Service Number will be designated and the
issue assigned to a member of the support team to work. (At the time of call a description of the
problem will be required.) An authorized point -of- contact name and phone number will also be
needed in case follow up information is required. After hours /HolidayM/eekend support: If the
request for support call is made outside the aforementioned normal hours, a callback will be
made no later than the next business day. Contractor provides on -line diagnosis and support that
is initiated after the aforementioned support call. Most support requests can be handled through
L -3 Communications Mobile- Vision, Inc. Page 16
24
this remote method. Since this provides the most effective support method, If the problem is
determined to be SOFTWARE related then Contractor will facilitate a service request.
5. Limited Warranty Remedy. For a claim of breach of this limited warranty by the City, City's sole
and exclusive remedy, and Contractor's sole and exclusive liability, will be for Contractor; at
Contractor's option, to either: (i) provide services to correct any inconsistencies between the
SOFTWARE and the Documentation which cause the SOFTWARE to fail to conform to the
limited warranty set forth in this Paragraph, which shall include Contractor's right to add, modify,
or delete portions of the SOFTWARE and /or the Documentation; or (ii) terminate the license,
including all rights granted hereunder and refund the license fees, which shall be amortized over
the period from date of purchase to the date of the initial service request.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSOR, ITS PARENTS, AFFILIATES AND SUBSIDIARIES OR THEIR
DISTRIBUTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR
CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OF
OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, NOTWITHSTANDING ANY DAMAGES THAT LICENSEE
MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL
DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE
ENTIRE LIABILITY OF LICENSOR AND ITS PARENTS, AFFILIATES AND SUBSIDIARIES
UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY
FOR ALL OF THE FOREGOING SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE
LICENSE FEES ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. THE FOREGOING
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL
PURPOSE.
7. Miscellaneous. This License AGREEMENT is not assignable by LICENSEE in whole or in part
without the prior written permission of LICENSOR. All remedies available to either party for
breach of this License AGREEMENT are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an election of such remedy
to the exclusion of other remedies The headings or titles of the Paragraphs or Subparagraphs of
this License AGREEMENT are for convenience only and shall not be used as an aid in
construction of any provision hereof. Manufacturer L3 Mobile- Vision, Inc, 90 Fanny Rd.,
Boonton, NJ 07005.
END OF EXHIBIT B
L -3 Communications Mobile- Vision, Inc. Page 17
25
EXHIBIT C
WARRANTY STATEMENT AND SUPPORT OVERVIEW
L -3 Communications Mobile- Vision, Inc. (Contractor) warrants the following products for a period of five
four (5) years from defects in workmanship or materials:
• FLASHBACK In -Car video system hardware and components,
• CycleVision Motorcycle video system hardware and components,
• Interview room video system hardware and components,
• MV -1 Mobile Data Computer system,
• V -One Integrated Mobile Data Computer system,
• MobileVu Display (If purchased separately,
• AlertVu Automatic License Plate recognition hardware and components,
• Digital Evidence Management System Software,
• Digital Evidence Management Hardware Solution (If Applicable),
• Primera branded, DVD /Blu -ray Disc publisher,
• Rimage branded, DVD /Blu -Ray Disc publisher.
If a valid claim is received within the Warranty Period, at its option and to the extent permitted by law, will
either repair the defect at no charge, using new or refurbished replacement parts, or exchange the
product with a product that is new or which has been manufactured from new or serviceable used parts
and is at least functionally equivalent to the original product. A replacement product or part assumes the
remaining warranty of the original product or ninety (90) days from the date of replacement or repair,
whichever provides longer coverage for City. The City must return failed component(s) to the Contractor
or a Contractor - authorized service center. Before City ships its product for warranty service, it is City's
responsibility to keep a separate backup copy of the system configurations and data. Contractor is not
liable for any damage to or loss of any programs, data, or other information stored on any media.
Recovery and reinstallation of system and application software and user data are not covered under this
limited warranty.
Warranty does not extend to any devices in or of vehicle to which a Contractor component is mounted or
connected. Contractor reserves the right to charge for repairs to correct damage resulting from abuse, or
extraordinary environmental damage to components during warranty period at rates normally charged for
repairing such units not covered under warranty. Contractor will not be liable for any direct, indirect,
consequential or incidental damages arising out of the use or inability to use this product.
Contractor does not warrant that the operation of the product(s) will be uninterrupted or error -free. As a
further limit on warranty, and as an expressed warning, the user should be aware that harmful personal
contact may be made with any devices mounted into a motor vehicle in the event of violent maneuvers,
collisions, or other circumstances, even though said devices are installed and used according to
instructions. City will determine and accept any risk involved with the installation and use of this product.
All maintenance and service will be performed by L -3 Communications Mobile- Vision, Inc., 90 Fanny
Road, Boonton, NJ 07005 or, at the customer's choice, by a Contractor certified service center.. Warranty
repairs require an RA (Return Authorization) number in order to be processed. This can be arranged by
calling (800) 336 -8475 or by completing a Return Authorization form on our website:
www.L-3Com.com/MV
VIDEO MANAGEMENT SOFTWARE
Contractor warrants its video management system (DES) to be free from operational and material defects
and covers all software updates for a period of one (1) year from original `implementation" date (the date
that Contractor's Support Engineers performed onsite server installation, configuration, and training). .
26
Contractor warrants that its video management systems are adequate in features and functions to
facilitate the management of video for law enforcement purposes. Contractor will not be liable for any
direct, indirect, consequential, or incidental damages arising out of the use or inability to use this product.
VERSION SUPPORT
Contractor supports the current and last two Major releases of DES and ALPR software products.
VIDEO MANAGEMENT HARDWARE
During the warranty period, Contractor agrees to repair or replace any video management system
component that fails due to defective materials or workmanship. Equipment, peripherals, and software
supplied by customer are excluded from coverage. In most instances, server hardware that requires Next
Business Day Onsite Service will be coordinated through Contractor and provided by Dell Computer. The
Contractor Technical Support Engineer will determine if an onsite service technician must be dispatched
to support a qualified repair. For Next Business Day Onsite Service, a technician will typically arrive onsite
the next business day. Generally, calls received by L -3 Mobile- Vision before 4:00 p.m. local (EST) will
qualify for next - business day service, however, Contractor has no liability should the provider (DELL)
postpone, cancel, or delay the service. In the event that additional parts /resources are required once the
onsite technician is at the City's site, work may be temporarily suspended until the additional
parts /resources arrive.
SUPPORT
Warranty repairs and support can be arranged by calling (800) 336 -8475 between the hours of 8:00 a.m.
and 5:00 p.m. EST or via e -mail at DESSUPPORT.MVI(oN- 3com.com where a ticket number will be
designated and the issue assigned to a member of the support team. An authorized point -of- contact
name and phone number will also be needed in case follow -up information is required. Contractor
provides on -line diagnosis and support for our Back Office video management systems. Most service
requests can be handled through this remote method. If the problem is determined to be related to any of
Contractor's provided hardware, then Contractor will coordinate the service with the appropriate hardware
provider and facilitate the fix or replacement.
Service Level Objective: While Contractor does not guarantee resolution time, we strive to
resolve all cases in a fast and efficient manner to ensure customer satisfaction.
Non - critical issues will be acknowledged within 1 business hour, Monday- Friday only, excluding
holidays. Resolution will begin within 24 hours followed by on -going daily status updates until resolution is
confirmed with the POC.
Critical Support issues (Priority 1) will be acknowledged within 1 business hour. Resolution will begin
within 4 business hours followed by ongoing daily status updates until the resolution is confirmed with the
POC. After -hours requests for critical support will be handled in the same manner. However, response will
start within 4 hours of the call.
After hours /Holiday/Weekend support: If the request for a support call is made outside the
aforementioned normal hours, a callback will be made no later than the next business day. If you have a
Priority 1 issue you will need to state the issue and severity in your e-mail or voicemail. Your issue will be
escalated to the on -call Technical Support Engineer and will be addressed within (4) hours.
Support Classifications
Priority 3 — Product feature and /or administration questions. Low severity.
Priority 2 — Minor feature /product failure, convenient workaround exists. This may require servicing or
repair of one or more components. If service or repair is required, Contractor will issue an RMA number
and instruct City's representative to return the defective components to us or a designated service center
or third party provider.
Priority 1 - Product or major feature failure or data corruption. The system is not operational or useable
by City. Resolution times may vary depending on the nature of the problem. We will continue to provide
daily updates until the ticket is closed.
L -3 Communications Mobile - Vision, Inc. Page 19
27
EXHIBIT D
MANUFACTURER'S WARRANTY
L -3 Communications Mobile- Vision, Inc. ( "Contractor") warrants its in- vehicle video system for a
period of five (5) years from the date of successful system installation from defects in
workmanship or materials. At its discretion, Contractor agrees to repair or replace any in -car
motor video system component that fails due to defective materials or workmanship during the
stated warranty period from original date of installation. During the warranty period, there will be
no charge for repair labor, parts or return shipping. The City must return failed component(s) to
Contractor or Contractor's authorized service center. Contractor will provide purchaser a prepaid
return shipping label for that purpose. Contractor's maximum reimbursement for shipping shall not
exceed UPS ground service rates.
Warranty excludes normal wear- and -tear such as frayed cords, broken connectors, scratched or
broken cases, or physical abuse. Warranty does not extend to any devices in or of vehicle to
which Contractor's component is mounted or connected.
Contractor reserves the right to charge for repairs to correct damage resulting from abuse or
extraordinary environmental damage to components during warranty period at rates normally
charged for repairing such units not covered under warranty.
Contractor warrants that its in -car and motor video systems are designed to make video and
audio recordings of events in proximity to and within a police vehicle. Contractor will not be liable
for any direct, indirect, consequential or incidental damages arising out of the use or inability to
use this product.
As a further limit on warranty, and as an expressed warning, the user should be aware that
harmful personal contact may be made with any devices mounted into a motor vehicle in the
event of violent maneuvers, collisions, or other circumstances, even though said devices are
installed and used according to instructions. Contractor specifically disclaims any liability for injury
caused by contact with its in -car video components in such circumstances.
All maintenance and service will be performed by L -3 Communications Mobile- Vision, Inc., 90
Fanny Road, Boonton, NJ 07005 or, at the customer's choice, by a service center owned by
Contractor. Adequate boxes and proper packaging materials can be obtained without any further
costs or fees to City by calling Contractor and requesting them. Contractor will reimburse the City
for the cost of shipping, via UPS Ground only.
Warranty repairs require an RA (Return Authorization) number in order to be processed. This can be
arranged by calling (800) 336 -8475 or by completing a Return Authorization form on Contractor's
website: www.L- 3Com.com /MV, the form is located under the Sites /Sales /Support tab. The unit serial
number, description of defective part and problem noted will be required. A point of contact and
phone number will also be needed in case follow -up information is required.
L -3 Communications Mobile- Vision, Inc. Page 20
M
EXHIBIT E
EXTENDED MAINTENANCE AGREEMENT AND FACTORY SUPPORT
FLASHBACK IN -CAR VIDEO SYSTEMS
L -3 Communications Mobile- Vision, Inc. ( "Contractor ") Extended Maintenance Agreement extends all
terms and conditions of the original warranty for an additional period of three (3) years after the initial
warranty period expires, from defects in workmanship or materials, provided that the system has been
properly maintained. This Extended Maintenance Agreement entitles the City to maintenance and
service on any component of the video system. Components of the system include the Digital Video
Recorder (DVR), control head, monitor, camera, lens, main cable harness, wireless microphone
transmitter and receiver as well as all brackets and hardware.
This agreement does not cover damage caused by misuse, vehicular accidents, excessive roughness,
acts of God, cosmetic damage, damage due to malfunction of the vehicle's electrical and/or electronics
systems, or components which show evidence of tampering by unauthorized personnel. It does not cover
any components of the vehicle in which the system is installed, nor any auxiliary products to which it is
connected, i.e. radar, etc. It does not cover expendable items, i.e., batteries, videotapes or wireless
microphone cords.
All maintenance and service will be performed by Contractor, 90 Fanny Road, Boonton, NJ 07005, or, at
the City's choice, by a service center owned by Contractor. Adequate boxes and proper packaging
materials can be obtained without any further costs or fees to City by calling Contractor and requesting
them. All shipments to Contractor shall be insured by Contractor against loss or damage. Contractor will
be responsible for all shipping and insurance charges incurred in the shipment any system Components
to Contractor. Contractor will also pay for the return shipping and insurance charges when returning any
system Components to City, via UPS ground.
L -3 Communications Mobile- Vision, Inc. Page 21
ce
EXHIBIT F
WARRANTY AND MAINTENANCE AGREEMENT
L -3 Communications Mobile- Vision, Inc. ( "Contractor ") warrants its video management system to be
free from operational and material defects and covers all software updates for a period of five (5)
years from original "implementation" date (the date that Contractor's Support Engineers performed on-
site server installation, configuration, and training).
Contractor warrants that its video management systems are adequate in features and functions to
facilitate the management of video for law enforcement purposes. Contractor will not be liable for any
direct, indirect, consequential or incidental damages arising out of the use or inability to use this
product.
During the warranty period, Contractor agrees to repair or replace any video management system
component that fails due to defective materials or workmanship. Sole responsibility under this
warranty shall be to repair, adjust, or replace (at Contractor's option) any software, equipment, and
peripheral that is part of the originally installed system that fails during this period and is not subject to
any of the exclusions listed herein. Equipment and software supplied by City is excluded from
coverage. In -Car hardware components and software are covered under a separate Warranty and
Maintenance Agreement.
If repairs are covered under Warranty, Contractor will not charge for repair labor, parts, or shipping.
EXCLUSIONS: This Agreement expressly excludes damage due to system abuse (both physical and
electronic), extraordinary environmental damage (including acts of Nature, such as fire, floods,
lightning, hurricanes, etc.). Warranty will not apply if adjustment, repair, or parts replacement is
required because of accident, unusual physical, electrical or electromechanical stress, neglect,
misuse, user programming errors, loading of unauthorized software on the system, failure of electrical
power, air conditioning or humidity control, transportation, or any cause other than expected normal
and ordinary use.
If it is determined that the system was damaged due to any of the exclusions listed above or any
cause other than defective manufacturing or workmanship, then Contractor reserves the right to
charge for the troubleshooting diagnosis and repairs to correct damage to components and software
resulting from the aforementioned causes at standard non - warranty rates.
SERVICE LEVEL AGREEMENT POINTS
• Single Point -of- Contact and toll free number for - Technical Support via telephone and /or remote on-
support line server service
• Yearly preventive maintenance, which includes o Warranty on all Labor and Materials
ongoing updates to the server system o Next Business Day replacement on server hardware
SUPPORT PROCESS & HOURS
Warranty repairs must be arranged by calling (800) 336 -8475 between the hours of 8:OOAM and
8:OOPM Eastern Standard Time where a Service Number will be designated and the issue assigned to
a member of the support team to work. (At the time of call a description of the problem will be
required.) An authorized point -of- contact name and phone number will also be needed in case follow
up information is required. After hours /HolidayNVeekend support: If the request for support call is
made outside the aforementioned normal hours, a callback will be made no later than the next
business day.
Contractor provides on -line diagnosis and support that is initiated after the aforementioned support
call. Most service requests can be handled through this remote method. If the problem is determined
L -3 Communications Mobile- Vision, Inc. Page 22
30
to be related to any of Contractor's provided hardware, then Contractor will coordinate the service with
the appropriate hardware provider and facilitate the fix or replacement.
Note: If it is determined that the equipment must be returned to Contractor for comprehensive service,
the City may be required to package the equipment in the original box or other appropriate boxes to be
provided by Contractor upon City's request without further costs or fees to City for shipment to
Contractor's authorized service center at no charge to City.
All maintenance and service of computer and computer- related components will be performed through
Contractor's Orlando office at 2700 Westhall Lane, Suite 235, Maitland, FL 32751 or by Contractor's
assigned authorized service centers.
L -3 Communications Mobile- Vision, Inc. Page 23
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Raters on Panel: 4
ATTACHMENT B
Evaluation 07/18/2011
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4
6
0
6
6
8
6
0
E. Proposal Responsiveness (10)
1 4
Total:
64
601
0
40
48
81
55
0
Total:
64
c
0
e
Rater N4: Susan tvteatle
N N O
ro y o P
0
A. qualifications (15)
1 91
21
9
12
12
9 0
Rater W3: Lt. John Lewis
12
12
D
12
�
E
12 I 0
o
°
u°
0
A. qualifications (15)
91
91
01
31
91
121
91
0
B. Experience (20)
12
12
0
8
8
16
12
0
C. Proposed System (30)
24
18
0
61
6
24
18
0
0, Proposed Cost (25)
1 15
151
01
101
151
151
10
0
E. Proposal Responsiveness (10)
1 4
61
01
61
41
611
6
0
Total:
64
601
01
331
421
731
55
0
c
0
P j
Rater N4: Susan tvteatle
N N O
ro y o P
A. qualifications (15)
1 91
21
9
12
12
9 0
B, Experience )20)
12
12
D
12
12
16
12 I 0
32
C. Proposed System (30(
24
18
0
12
12
24
18
0
Federal Signal
0
Digital Ally 17
D. Proposed Cost (25)
15
15
0
30
15
15
10
0
V1sualPro360
220
Federal Signal 0
E. Proposal Responsiveness (10)
1 4
61
01
61
41
81
61
0
Total: 641
601
01
491
551
751
551
0
Composite Scores (Alphabetical(
Borda Count Scores
Coban
250
U Mobile Communications 24
Digital Ally
240
Cubed 19
Federal Signal
0
Digital Ally 17
ICOP
171
VisualPro 360 12
Kustom Signal
199
Kustom Signal 9
L3 Mobile Communications
302
iCOP 4
V1sualPro360
220
Federal Signal 0
watchguard
0
Watchguard 0
33
Attachment C City of Newport Beach
BUDGET AMENDMENT
2011 -12
EFFECT ON BUDGETARY FUND BALANCE:
Increase Revenue Estimates
X Increase Expenditure Appropriations AND
Transfer Budget Appropriations
SOURCE:
from existing budget appropriations
from additional estimated revenues
NX from unappropriated fund balance
EXPLANATION:
This budget amendment is requested to provide for the following:
NO. BA- 12BA -012
AMOUNT: gaso,31ss1
Increase in Budgetary Fund Balance
X Decrease in Budgetary Fund Balance
No effect on Budgetary Fund Balance
To increase expenditure appropriations from the Police Equipment Fund Balance to replace the mobile video system in the
Police Department Patrol vehicle Fleet.
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account Description
615 3605 Police Equipment Fund - Fund Balance
REVENUE ESTIMATES (3601)
Fund /Division Account
EXPENDITURE APPROPRIATIONS (3603)
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Signed:
Description
Description
6150 Police Equipment Replacement
9300 Equipment NOC
1 r
Financial Appbval: Administrative Services Director
Signed: rj�V, CA—
Signed:
Approval: City Manager
City Council Approval: City Clerk
Amount
Debit Credit
$480,319.91
$480,319.91
Automatic System Entry
9-a /i
Date
tui 'tj1\
Date
Date
34
City of Newport t Beach NO. BA- 12BA -012
BUDGET AMENDMENT
2011 -12 AMOUNT: $aso,31s.s1
EFFECT ON BUDGETARY FUND BALANCE:
Increase Revenue Estimates Increase in Budgetary Fund Balance
Increase Expenditure Appropriations AND X Decrease in Budgetary Fund Balance
Transfer Budget Appropriations No effect on Budgetary Fund Balance
SOURCE:
from existing budget appropriations
from additional estimated revenues
PX from unappropriated fund balance
EXPLANATION:
This budget amendment is requested to provide for the following:
To increase expenditure appropriations from the Police Equipment Fund Balance to replace the mobile video system in the
Police Department Patrol vehicle Fleet.
ACCOUNTING ENTRY:
BUDGETARY FUND BALANCE
Fund Account
615 3605
REVENUE ESTIMATES (360 1)
Fund /Division Account
EXPENDITURE APPROPRIATIONS (3603)
Amount
Description Debit Credit
Police Equipment Fund - Fund Balance $480,319.91
Description
Automatic
Signed: / Cc, I
Financial A r val: Administrative Services Director
Signed: C'—
Adminis dative Approval: City Manager
Signed:
City Council Approval: City Clerk
$480,319.91
Date
tol. k
Date
Date
Description
Division
Number
6150 Police Equipment Replacement
Account
Number
9300 Equipment NOC
Division
Number
Account
Number
Division
Number
Account
Number
Division
Number
Account
Number
Automatic
Signed: / Cc, I
Financial A r val: Administrative Services Director
Signed: C'—
Adminis dative Approval: City Manager
Signed:
City Council Approval: City Clerk
$480,319.91
Date
tol. k
Date
Date