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CONTRACT 3817 One Page Service Agreement CLOSED38 1 7 . Services Agreement CONTRACTbl3 _L3 Communications Mobile— Vision, Inc. DATE MAILED: 05 -30.08 Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under said insurance coverage and to state that such Insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $1,000,00 0 per occurrence. ® Auto Liability, including owned, non -owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ $100,000 - 300,000 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® Professional Liability.: coverage must be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available, 1$ ,000,000 per occurrence. ® Workers' Compensation Insurance: as required by State Statutes. (Not needed if Self- employed with no employees and CONTRACTOR signs statement to this effect.) ® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said license (at no cost to the City). ❑ . Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety Department if appropriate. Call the PBS Director @ (310) 524 -2345 if you have questions. ❑ Copy of valid Dicture I.D. (Drivers license etc.) PLEASE NOTE, ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERIPURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. REQUIRED BACK TO THE CITY Submitte J b (complete all blanks : COLOR COPY RE Company;Nam By{Pnnt name & UtW, L3 Communications Mobile— Vision Inc. Leo Lorenzetti, President Company Street Andreas;; Vendor's uthon Si nature required: 90 Fann Road City, StafO Zip; B e signed; _. Boonton, NJ 07005 June 3, 2008 Phon;FAQ;, 800-3 , 3 , 6-8475 973-257-3024 Vendor's Email address: Vendor's Web site: Insurance to- City ef�undo — Qlty Clerk 350 Main Street, Room 5, El Segundo, CA 90245.3 Mail original agreement and C4.06nagerApptovals Jacl cc: Business License; City Clerk; (1) Page Services Agreement with check boxes.doc 813 Date>iriiC a.60 05130108 Date, d'. ov �l Date Appr°ved C 6� DateApProued vv EST. Ci "Clerk 6.2. °8 City of El Segundo 1.GENERALLY. The materials, supplies, or services (collectively, "Purchase's covered by this services agreement and purchase order ("order") must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order. 2.INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller's performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places, If, before final acceptance, any any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances, If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 3.CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 4. TERMINATION. City may terminate this order at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase, City may provide written notice of termination for Seller's default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City. 5.TIME EXTENSION. City may extend the time for completion if, in City's sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the event delay was caused by City, Seller's sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit, &REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. 7.TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City's written acceptance following an actual inspection and City s opportunity to reject. (1) Page Services Agreement with check boxes.doc &PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted, City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored, 9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the Purchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise, For purposes of this section "City" includes City's officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification, 10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 11.ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City's written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller's agent. 12.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. %INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. 15.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A waiver by City of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. %INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 6/2/08 communications Mobile - Vision, Inc. 90 Fanny Road Boonton, NJ 07005 (800) 338 -8475 QUOTED TO: El Segundo Police Department 348 Main Street El Segundo, CA 90245 QUOTATION QUOTATION NUMBER: 0059896 QUOTATION DATE: 4/17/2008 SALESPERSON: XX CUSTOMER NO: CAELSEG SHIP TO: El Segundo Police Department 348 Main Street Et Segundo, CA 90245 Ship -To Phone: (310) 524 -2267 Ship -To Fax: (310) 607 -9171 CONFIRM TO: Bill -To Phone: (310) 524 -2267 Page: 1 Lt. Evanski Bill -To Fax: (310) 607 -9171 CUSTOMER P.O. SHIP VIA F.O.B. TERMS UPS GROUND BOONTON, NJ Net 30 Days ITEM NUMBER UNIT QUANTITY RETAIL PRICE NET PRICE AMOUNT MVD -FBDVS EACH 13.00 5,295.00 4,795.00 62,335.00 System, Flashback Flashback Digital Video System Assembly MVD- FBDVS -CV EACH 5.00 5,295.00 4,795.00 23,975.00 System, CycleVision MVD -DM2 -24/55 EACH 18.00 0.00 0.00 Stud mount antenna 15' cables (RF -195 & RG -174) with SMA/SMA bolt cofiguration (not mag mount) white Dome Antenna /INSTALLATION EACH 13.00 295.00 3,835.00 Sales - Installation -FB 5.00 295.00 1,475.00 /INSTALLATION EACH Sales - Installation -CV 3,245.00 MVD- IR-CAM EACH 11.00 295.00 Option, Flashback IR Camera w /cables MVD- DEP2730 EACH 1.00 33,995.00 33,995.00 Digital Evidence Pro Networked Server with DASS 32x500GB (16.OTB) RAID 5/Hot Spare (10.3TB usable storage) and DEP Application Software MVD- 8675 -EX EACH 6.00 660.00 3,960.00 Access Point w /ext antenna 6,275.00 /INSTALLATION EACH 1.00 6,275.00 Sales - Installation - wireless 2,984.00 MVD- DVD/BU EACH 1.00 2,984.00 Workstation - DVD backup CONTINUED I D communications i QUOTATION Mobile- Vision, Inc. 90 Fanny Road QUOTATION NUMBER: 0059896 Boonton, NJ 07005 QUOTATION DATE: 4/17/2008 (800) 336 -8475 SALESPERSON: XX CUSTOMER NO: CAELSEG QUOTED TO: SHIP TO: El Segundo Police Department El Segundo Police Department 348 Main Street 348 Main Street El Segundo, CA 90245 El Segundo, CA 90245 Ship -To Phone: (310) 524 -2267 Ship -To Fax: (310) 607 -9171 CONFIRM TO: Bill -To Phone: (310) 524 -2267 Page: 2 Lt. Evanski Bill -To Fax: (310) 607 -9171 CUSTOMER P.O. SHIP VIA UPS GROUND F.O.B. BOONTON, NJ TERMS Net 30 Days ITEM NUMBER UNIT QUANTITY UNIT PRICE AMOUNT MVD- UPS1500 EACH 1.00 865.00 865.00 APC Smart UPS SCI500VA 120v MVD -FB -USB -128 EACH 70.00 29.95 2,096.50 Key, USB, 128MB USB Key 128MB MVD -FB -USB READ EACH 18.00 50.00 900.00 Reader, USB, FB Flashback USB Reader MV- VLP -TRA EACH 52.00 195.00 10,140.00 Mic package, VLP w /accessories remote mic transceiver w/batt, belt clip, lapel mic (set of 2) Voice Link Plus wireless mic transceiver w/belt clip, lapel mic (set of 2) MV- POUCH -VLP EACH 70.00 25.00 1,750.00 Pouch for Ap leather MVD- DEP -BT2 EACH 1.00 2,850.00 2,850.00 2 Days On -Site Installation (includes full training) Subtotal: 160,680.50 * * ** QUOTATION IS VALID FOR 60 DAYS * * ** Shipping & Handling: 500.00 Sales Tax: 12,341.64 Delivery: 90 Days or Less ARO Order Total: 173,522.14 I D communications Mobile- Vision, Inc. 90 Fanny Road Boonton, NJ 07005 (800) 336 -8475 QUOTED TO: El Segundo Police Department 348 Main Street El Segundo, CA 90245 QUOTATION QUOTATION NUMBER: 0059980 QUOTATION DATE: 4/21/2008 SALESPERSON: XX CUSTOMER NO: CAELSEG SHIP TO: El Segundo Police Department 348 Main Street El Segundo, CA 90245 Ship -To Phone: (310) 524 -2267 Ship -To Fax: (310) 607 -9171 CONFIRM TO: Bill -To Phone: (310) 524 -2267 Page: 1 Bill -To Fax: (310) 607 -9171 SHIP VIA F.O.B. TERMS CUSTOMER P.O. UPS GROUND Net 30 Days AMOUNT ITEM NUMBER UNIT QUANTITY EMA pricing reflects 10% discount EMA for In car portion /EMA STD YR 1 EACH Sales EMA Standard Yr 1 /EMA STD YR 2 EACH Sales EMA Standard Yr 2 /EMA STD YR 3 EACH Sales EMA Standard Yr 3 /EMA STD YR 4 EACH Sales EMA Standard Yr 4 EMA for Back end /EMA DEP2730 1 EACH EMA DEP2730 Year 1 /EMA DEP2730 2 EACH EMA DEP2730 Year 2 /EMA DEP2730 3 EACH EMA DEP2730 Year 3 /EMA DEP2730 4 EACH EMA DEP 2730 Year 4 18.00 18.00 18.00 18.00 1.00 1.00 1.00 1.00 225.00 270.00 337.50 427.50 3,266.10 3,266.10 6,262.20 6,262.20 Subtotal: 4,050.00 4,860.00 6,075.00 7,695.00 3,266.10 3,266.10 6,262.20 6,262.20 41,736.60 * * ** QUOTATION IS VALID FOR 60 DAYS * * ** Shipping & Handling: 0.00 Sales Tax: 0.00 Delivery: 90 Days or Less ARO Order Total: 41,736.60