Loading...
Resolution No. 97751 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9775 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND OPTICS PLANET, INC. REGARDING THERMAL -EYE DIGITAL CAMERAS FOR THE POLICE DEPARTMENT UTILIZING BUFFER ZONE PROTECTION GRANT FUNDS WHEREAS, on August 4, 2008, the City Council of the City of Vernon approved the City's participation in the 2006 Chemical Buffer Zone Protection Program grant (2006 BZPP Grant) under which all purchases must be completed by the City by January 30, 2009 in order to be reimbursed; and WHEREAS, the Vernon Police Department desires to purchase four (4) Raytheon Thermal -Eye 250D/50MM Digital Cameras (the "Equipment"); and WHEREAS, the Vernon Police Department has reviewed and evaluated proposals from different vendors and deemed Optics Planet, Inc. ("Optics") to be the lowest responsible qualified vendor submitting a proposal for the Equipment; and WHEREAS, the purchase of the Equipment will increase the officer's safety while performing night searches, enhance an officer's policing skills in determining the best course of action in a situation, improve the effectiveness of the Police Department's operation and services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 necessity to enter into an agreement with Optics NOW, THEREFORE., BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Agreement with Optics, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk or Deputy City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City hereby authorizes the City Administrator, or his designee, to make whatever non substantive, administrative and/or text changes, upon advice of counsel, to the Agreement. SECTION 5: The City Council of the City of Vernon hereby, authorizes the City Administrator, or his designee, to take any action deemed necessary to carry out or to perform such other acts and deeds as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send a fully executed Agreement to: Optics Planet, Inc. Attn.: Brian Hosmon, Government Sales Associate 3150 Commercial Avenue Northbrook, IL 60062 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 7: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect APPROVED AND ADOPTED this l't day of December, 2008. Name: Leonis C. Malburg Title: Mayor ATTEST: MANUELA GIRON, ed-tV Clerk 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) s s. COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9775, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 1, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. MANUELA G ON, City lerk (SEAL) - 4 - r EQUIPMENT PURCHASE AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 1st day of December, 2008, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City„ 4305 Santa Fe Avenue Vernon, California 90058 AND OPTICS PLANET, INC. hereinafter referred as "Contractor," 3150 Commercial Avenue Northbrook, IL 60062 RECITALS WHEREAS, the Police Department desires to purchase four (4) Raytheon Thermal -Eye 250D/50mm Digital Cameras (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor submitted a proposal dated August 15, 2008, as updated on October 20, 2008 for the purchase of the Equipment (hereinafter referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment to be purchased from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with, Contractor to provide for the purchase and delivery of Equipment on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Page 1 of 18 SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment to the City of Vernon, F.O.B. Job Site. Contractor is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the Equipment pursuant to the Proposal or until terminated as provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Optics Planet, Inc. and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Section 5.01,of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and Page 2 of 18 taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. I. "Premises" shall mean the physical premises under City's control or ownership where Equipment is to be delivered. J. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: 1. Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others: K. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. Page 3 of 18 L. "Work" or "Services" shall mean the Equipment delivered by Contractor and materials, if any, to be delivered by Contractor under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, delivery of the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end when Contractor has completed the Work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than twenty (20) days from the issuance of City's Purchase Order. 4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Page 4 of 18 Status of Contractor 4.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.11 Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 5. COMPENSATION 5.01. In for the Equipment delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Forty -Eight Thousand Eight Hundred Dollars and No Cents ($48,800.00)) which includes any applicable sales tax and shipping (the "Contract Price"). The actual amount will be based on the amount required to furnish the Equipment, billed in accordance Page 5 of 18 with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 5.03. For Equipment purchased under this Agreement, City agrees to pay one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of its obligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth herein have not been satisfied. Expenses 5.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes Page 6 of 18 5.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.02 and 4.03 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Equipment delivered, Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Work 6.02. All products of Equipment including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 6.03. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the Page 7 of 18 termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. 6.07. Failure to perform all the Work required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.08. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws, ordinances and regulations governing the sale and delivery of the Equipment including, but not limited to, any permit or license requirements of the United States Department of Commerce that may be required to carry out the Work to be performed under this Agreement. 6.09. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.10. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. Warranties 6.11. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Page 8 of 18 Agreement. r 6.12. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims; security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.13. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from Contractor, and obtaining another vendor to provide the Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the Equipment for a standard warranty period of one (1) year after date of shipment. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties: 6.15. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, Page 9 of 18 whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. Anew Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, Liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Work Injury 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Corporate Conduct 6.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Indemnity Process 6.18. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel Page 10 of 18 reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a director indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 6.19. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.20. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 6.21. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its Page 11 of 18 subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.22. All reports, plans, data, studies, maps, drawings; models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.23. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.24. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 6.25. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in anyway to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.26. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.27. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 6.25 and 6.26 of the Agreement. Page 12 of 18 Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 7: TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for Equipment delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Page 13 of 18 Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 4.01 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 6 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Page 14 of 18 Contractor Optics Planet, Inc. City - City of Vernon Attn: Brian Hosmon Attn: City Administrator Government Sales Associate 4305 Santa Fe Avenue 3150 Commercial Avenue Vernon, CA 90058 Northbrook, IL 60062 Fax: 847-919-3003 Fax: 323-826-1438 Telephone: 847-513-6201 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties withrespectto the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 8.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 8.04. if any provision of this Agreement is held by a court of competent jurisdiction to be invalid; void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties Page 15 of 18 in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retiredjudge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party maybe represented by counsel and/or other authorized representative. In rendering a decision(s); the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Page 16 of 18 Attorney's Fees 8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 8.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 17 of 18 8.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: Contractor: City of Vernon Optics Planet, Inc. Name: Name: Title: Title: Date: Date: ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney l Name: Title: Date: Page 18 of 18 CUSTOMER ID iiiiiiiiiiivga=lv:gg t �u�, _...M.11111E, Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90068 Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90058 SL UPS Ground wyfft � ` th Last 4 digits: 119 FOB Northbrook, IL . a PO Number: 7-10;Days AR0 ( $P . ' i0s 30 days Brian Hosmona, a' 11 UNIT SKU DESCRIPTION QUANTITY PRICE TOTAL EY-HS-Thermal- Raytheon Thermal -Eye 250D/50mm Digital Camera 4 $12,200.00 $48,800.00 Eye-260- TIMN260D060 SUBTOTAL $48,800.00 SHIPPING $0.00 SALES TAX $0.00 TOTAL $48,800.00. If you have any questions concerning this quotation, contact our Sales Team via e-mail to Care@OpticsPlanet.com or via phone (800) 504-5897, Mon — Fri 9:OOAM — 6:OOPM CST Please see http://www.OpticsPlanet.net/our-policy.html for our Return & Exchange Policy. Important Export Restrictionsi Commodities, products, technologies, and services listed herein are subject to one or more of the U.S, export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Commerce, or the U.S. Department of the Treasury. It is unlawful and strictly prohibited to engage in conduct requiring a license or other approval from the proper U.S. Department without such license or approval. Such conduct includes, but is not limited to, the export, or attempt to export or otherwise transferor sell any commodity, product or technical data, or furnishing any service to any foreign party, whether abroad or in the United States. Furthermore, U.S. law prohibits the sale, transfer, or export of items to Embargoed Countries and entities on the Department of State's List of Debarred Parties, the Department of Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationals and Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and Specially Designated Nationals and Blocked Persons. These Lists can be found at the applicable U.S. Government agency website. Having lawfully received the above commodities from OpticsPlanet, Inc.; the Buyer and Entity andfor Person(s) listed in "Ship To" (1) assumes all responsibility to further comply with the requirements Imposed by all applicable laws, regulations and administrative policies end (2) certifies that it will so comply. Diversion contrary to U.S. law Is prohibited. The export control laws and regulations are complex; therefore any summary of such laws and regulations provided by OpticsPlanet, Inc, herein is not comprehensive and is not to be taken as legal advice or counseling. All Exports: These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to United States law is prohibited. Nickens, Debb From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com] Sent: Monday, October 20, 2008 4:11 PM To: Nickens, Debby Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Hello Debby, Thank you for your message. As I see, you received our updated quote and my contact information. I just contacted our account manager with the supplier who informed me the standard warranty on their products is one year with an additional extended warranty which can be purchased from the manufacturer. Please let me know how I can assist you further with this order. If you have any questions or additional product needs, don't hesitate to contact me. % 0 "21j — Q� 4 Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: 800 504-5897 Intl. Calls. (847) 513-6201 Fax: (847) 919-3003 � c-� http://www.OpticsPlanet.com� -----Original Message----- From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us] Sent: Monday, October 20, 2008 5:19 PM To: OpticsPlanet.com Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Nickens, Debby From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com) Sent: Monday, October 20, 2008 4:31 PM To: Nickens, Debby Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Debby, Optics Planet, Inc. provides free UPS Ground delivery with all purchasing over $29.95 within the continental United States. This purchase will definitely qualify. We also do not charge sales tax outside Illinois. Please let me know if you have any ,further questions. Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: (800) 504-5897 Intl. Calls. (847) 513-6201 Fax: (847) 919-3003 http://www.OpticsPlanet.com -----Original Message----- From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us] Sent: Monday, October 20, 2008 6.20 PM To: OpticsPlanet Volume Sales Subject: RE Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Brian; One more thing, I noticed that there are no charges for sales tax or shipping. We are not a tax exempt municipality and we can reimburse OPTICS r LK WW.0PT1CSPiA1ET.C11 3150 Commercial Ave, Northbrook, IL 60062 Phone: (947) 513-6201 Fax: (847) 919-3003 E-mail: Sales@OpttcsPlanet.com Qu tation ' ' a DATE +_ C S_70MER ID REFERE110E # IIIIIIIIIII� l illll Ili 6115/2008 OWN508427 I{ 1 IN 11 ZEN _ cap;; �:i•� iv� - -&' _ _ Rex Hill Rex Hill Vernon Police Department Vernon Police Department 213-216-9922 213-216-9922 Los Angeles CA 90058 Los Angeles CA 90058 Grountl E�. - Last 4 digits: FOB Noilhbrook, IL IP IPO Number: 7-10 Days ARO,:`, 30 days aw•,x `: Brien Hosmon UNIT SKU DESCRIPTION QUANTITY PRICE TOTAL EY-HS-Thermal- Raytheon Thermal -Eye 250D150mm Digital Came 4 $12,20D.00 $48,800.00 Eye-250- TIIMN250D050 SUBTOTAL $48,800.00 SHIPPING $0.00 SALES TAX $0.00 TOTAL $48,800.00 If you have any questions concerning this quotation, c ntact our Sales Team via e-mail to Care@Optics Planet, com or via phone (800) 504-5897, Mon - Fri 9:OOAM - 6:OOPM CST Please see http://www.Optic.Planet.nettour-policy.htmi for our eturn 8r Exchange Policy. Important Export Restrictionsl Commodities, products, technologies, and services listed herein re sub)ect to one or more of the U.S. export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Corn erce, or the U,S, Department of the Treasury. It is unlawful and strictly prohibited to engage In conduct requiring a license or other approval komt proper U.S. Department, without such license or approval. Such conduct Includes, but Is not limited to, the export, or attempt to export or otherwise nsfer or sell any commodity, product or technical, data, or furnishing any service to any foreign party, whether abroad or In the United States; rthennore, U.S. law prohibits the sale, transfer; or export of Items to Embargoed Countries and entities on the Department of State's List of De Erred Parties, the Department of Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationals nd Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and S eciaily Designated Nationals and Blocked Persons. These Lists can be found at the applicable U.S. Government agency website. Having lawfully received the above commodities from OpticePlanet, Inc., the Buyer and Entity andfo `Person(s) listed In "Ship To" (1) as$umes all responsibility to further comply with the requirements Imposed by all applicable laws, regulations and administrative policies and (2) certifl@s that It will so comply. Diversion contrary to U.S, law is prohibited. ` The export control laws and regulations are complex; therefore any summary of such laws and regulations proJlded by OptlesPlanet, Inc. herein is not comprehensive and Is not to be taken as legal advice or counseling. From: OpticsPlanet.com [Sales@OpticsP[anet.com] Sent: Friday, August 15, 2008 8:38 AM To: Hill, Rex Subject: Your OpticsPlanet.com Quotation Number 8098 r Quote Number :096 (U1D 103652).. Thank you for choosing OpticsPlanet.com! Please find your quotation attached with this email. Rex, Optics Planet, Inc. will provide free UPS Ground delivery with this purchase. The delivery lead time for this order will be 7-10 days ARO. Please let us know if we can be of any further assistance to you. You can email or contact us .at the phone number below. We look forward to doing business with you in the future. Sincerely, Brian Hosmon Government / Law Enforcement / Institutional / Volume Sales Team Optics Planet. com Brian.Hosmon@OpticsPlanet.com http://www.opticsplanet.com Phone: (847) 513-6201 x287 Toll -Free: (800) 504-5897 option 5 Fax: (847) 919-3003 CW c �tt1 Picture 1 for Raytheon Thermal -Eye 250 D Digital Camera Thermal Eye Thermal lmagin... Page 1 of 1 Thermal -Eye 250 D Thermal Imaging Digital Back to order page Camera IHC Thermal -Eye 250 D Thermal Imaging Digital Camera Thermal -Eye 250 D Thermal Imaging Digital Camera MMMM Back to Thermal -Eye 250 D Thermal Imaging Digital Camera order page. Store Home > Heat Seekers & Thermal Imagers > Thermal Eye Heat Seekers & Thermal Imagers Thermal -Eye 250 D Thermal Imaging Digital Camera Store Home > Thermal Eve > Thermal Eve Heat Seekers & Thermal Imagers > Thermal -Eye 2501 Thermal Imaging Digital Camera Copyright ©1999 2007 OpticsPlanet, Inc htty://www.opticsplanet.net/picture-1-atn-250d-mm-thermal-eye-camera.html 10/20/2008 EY-HS-Thermal-Eye-250 Thermal -Eye 250 D Thermal Imaging Digital Camera Page 1 of 2 ITICCS Thermal -Eye 250 D Thermal Imaging Digital Camera mm ( Back to Order Page j Print This Page ( SKU: EY-1-15-Thermal-Eye4250 Ensuring the safety of the community has just gotten a little easier. In today's volatile environment, the power of sight can mean the difference between catching a fugitive or saving a life. Thermal -Eye 250D Thermal Imaging Camera is the industry standard for public safety departments, law enforcement agencies and security professionals. The tried and true Thermal Eye 250 Digital Infrared Camera each have a long history of providing officers with the advantage of infrared technology for everyday operations. Officers can now See the Unseen, even in the darkest of nights or in poor weather. Suddenly, night is turned into day. Offering the longest viewing range in its class, Raytheon Thermal Eye 260D is able to detect human activity as far away as 3000 feet and features 2X zoom. ThermalEye 250-D Thermal Imaging Digital Camera from L3 Thermal Eve are designed with BST detector technology; the gold standard in the world of thermal imaging, which provides the sharpest and crispest images available in the market today,. Thermal -Eye 250 D Digital Camera are designed to fit the specific needs of law enforcement professionals and are powered by a standard rechargeable camcorder battery. Video output and recording is available through an RCA jack. Add Thermal -Eye Thermal Imaging to your arsenal of crime fighting technology today and see the incredible difference thermal can make. Features of L3 Thermal -Eye 250D Thermal Camera: • Greatly enhance an officer's vision and improve overall effectiveness on the job s Free up the number of officers required for an operation • Improve officer safety • Allow officers to go undetected, as they search and survey the scene, unnoticed and out of harm's way • Provide the powerful advantage of sight in the dark, while monitoring criminals without their knowledge The following Thermal Eye 250D Thermal Imaging Infrared Cameras are available: 25013/75mm Thermal -Eye camera and 25013/50mm Thermal -Eye camera. Specifications for Raytheon L-3 Thermal Eye 250D Digital Camera: Focal Plane Array (FPA) Type & Material: Uncooled Ferroelectric Pixel Count: 320 x 240 Spectral Response: 7-14 Nm Thermal Imaging Performance Detection Range for Human Activity: Up to 3000 Feet (915 meters) w/ standard 75mm lens] Contrast I Brightness & pixel processing: Automatic & Manual Gain/Level control with advanced image processing features Optics Lens Focal Length: 50mm or 75mm 250D/25mm - (36° x 27°) 250D/50mm - (18°xl3,5°) Field of View: 250D/75mm - (12"x9°) 250D/100mm - (9° x 6.6°) 250D/750mm - (6° x 4.4°) Focus Method: Manual focus w/ Iris Electric motor Video: Output Format: • NTSC or PAL Compatible (RCA jack) Monocular Viewfinder: NTSC or PAL Compatible (RCA jack) Monocular Viewfinder: Monochrome (black & white) Camera Digital 1x, 2x Power:• Power Source: NiMH Rechargeable camcorder battery (6VDC) Operating Time: •- 3 hrs. with supplied battery Standby Mode: Viewfinder off Physical Characteristics: Size: 9.51 x 4"W x 4"H (24 x 10 x 10cm) Weight (w/o battery): - 3.4 pounds (1.5 kg) Mounting Provision: 114" - 20 Tripod Mount Environmental: Operating Temp: -20°C to 49°C Storage Temp: -40°C to 80°C http://www.optiesplanet.net/printable-atn-250d-nun-thermal-eye-camera.html 10/20/2008 EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor City of Vernon By By Date Date B-1 INSTRUCTIONS TO CONTRACTOR Contract Number Instruction to Contractor Number: Date: Specific Instructions to Contractor: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as; Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, Contractor shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative Date B - 2 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 December 8, 2008 I Brian Hosmon Government Sales Associate Optics Planet, Inc 3150 Commercial Avenue Northbrook, IL 60062 Re: Equipment Purchase Agreement j Dear Mr.'Hosman: Transmitted herewith is one fully executed agreement referenced above, approved by City Council on December 1, 2008, through Resolution No. 9775 If you have any questions regarding this matter, please call Mr. Steve Towles, at (323) 583-8811 ext. 114. Very truly yours, c Nelly on City Clerk 1 NG:dr i c: Steve Towles Purchasing Department Resolution No. 9775 Agreement No. 08-120 i j : E,�cCusivefy IndustriaC EQUIPMENT PURCHASE AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 1st day of December, 2008, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND OPTICS PLANET, INC, hereinafter referred as "Contractor," 3150 Commercial Avenue_ Northbrook, IL 60062 RECITALS WHEREAS, the Police Department desires to purchase four (4) Raytheon Thermal -Eye 250D/50mm Digital Cameras (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor submitted a proposal dated August 15, 2008, as updated on October 20, 2008 for the purchase of the Equipment (hereinafter referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS; the Proposal includes a description of the Equipment to be purchased from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Contractor to provide for the purchase and delivery of Equipment on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Page 1 of 18 SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment to the City of Vernon, F.O.B. Job Site. Contractor is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the Equipment pursuant to the Proposal or until terminated as. provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Optics Planet, Inc. and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Section 5.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and Page 2 of 18 taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Owner shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. "Premises" shall mean the physical premises under City's control or ownership where Equipment is to be delivered. J. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. K. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. Page 3 of 18 L. "Work" or "Services" shall mean the Equipment delivered by Contractor and materials, if any, to be delivered by Contractor under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, delivery of the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by.the City Council and shall end when Contractor has completed the Work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than twenty (20) days from the issuance of City's Purchase Order. 4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Page 4 of 18 Status of Contractor 4.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services. are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.11. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. .SECTION 5. COMPENSATION 5.01. In consideration for the Equipment delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Forty -Eight Thousand Eight Hundred Dollars and No Cents ($48,800.00)) which includes any applicable sales tax and shipping (the "Contract Price"). The actual amount will be based on the amount required to furnish the Equipment, billed in accordance Page 5 of 18 with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 5.03. For Equipment purchased under this Agreement, City agrees to pay one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of its obligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth herein have not been satisfied. Expenses 5.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes Page 6 of 18 5.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.02 and 4.03 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Equipment delivered. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Work 6.02. All products of Equipment including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 6.03. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the Page 7 of 18 termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. 6.07. Failure to perform all the Work required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.08. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws, ordinances and regulations governing the sale and delivery of the Equipment including, but not limited to, any permit or license requirements of the United States Department of Commerce that may be required to carry out the Work to be performed under this Agreement. 6.09. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that'City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.10. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. Warranties 6.11. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Page 8 of 18 Agreement. 6.12. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.13. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from Contractor, and obtaining another vendor to provide the'Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the Equipment for a standard warranty period of one (1) year after date of shipment. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties. 6.15. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, Page 9 of 18 whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of"a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Work Injury 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Corporate Conduct 6.17. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Indemnity Process 6.18. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel Page 10 of 18 reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 6.19. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.20. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 6.21. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its Page 11 of 18 subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.22. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.23. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.24. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 6.25. Contractor shall comply with all laws, regulations, executive orders and other .applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.26. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.27. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 6.25 and 6.26 of the Agreement. Page 12 of 18 Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 7. TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for Equipment delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Page 13 of 18 Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 4.01 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 6 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3Id) day after mailing, whichever occurs first. Page 14 of 18 Contractor — Optics Planet, Inc. City - City of Vernon Attn: Brian Hosmon Attn: City Administrator Government Sales Associate 4305 Santa Fe Avenue 3150 Commercial Avenue Vernon, CA 90058 Northbrook, IL 60062 Fax: 847-919-3003 Fax: 323-826-1438 Telephone: 847-513-6201 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties 'with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 8.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 8.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties Page 15 of 18 in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section, The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other,party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the. third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Page 16 of 18 Attorney's Fees 8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 8.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 17 of 18 EXHIBIT A. Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90068 Quotation DATE CUSTOMER ID REFERENCE # IIIIIIIIIIIIIIII� IIIII III l2O/2008 608427 Rex Hill Vernon Police Department 213.216-9922 Los Angeles CA 90058 UNIT SKU DESCRIPTION QUANTITY PRICE TOTAL EY-HS-Thermal- Raytheon Thermal -Eye 250D/50mm Digital Camera Eye-250- q $12,200.00 $48,800.00 TIMN250D050 SUBTOTAL $48,800.00 SHIPPING $0.00 SALES TAX $0.00 TOTAL $48,800.00 If you have any questions concerning this quotation, contact our Sales Team via e-mail to Care@OpticsPlanet.com or via phone (800) 504-5897, Mon — Fri 9:OOAM — 6:OOPM CST Please see http://www.OpticsPlanet.net/our-policy.html for our Return & Exchange Policy. Important Export Restrlctionsl Commodities, products, technologies, and services listed herein are subject to one or more of the U.S. export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Commerce, or the U.S. Department of the Treasury. It Is unlawful and strictly prohibited to engage in conduct requiring a license or other approval from the proper U.S. Department without such license or approval. Such conduct Includes, but is not limited to, the export, or attempt to export or otherwise transfer or sell any commodity, product or technical data, or furnishing any service to any foreign party, whether abroad or in the United States. Furthermore, U.S, law prohibits the sale, transfer, or export of Items to Embargoed Countries and entities on the Department of State's List of Debarred Parties, the Department of Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationals and Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and Specially Designated Nationals and Blocked Persons. These Lists can be found at the applicable U.S. Government agency webslte. Having lawfully received the above commodities from OpticsPlanet, Inc., the Buyer and Entity and/or Person(s) listed In "Ship To" (1) assumes all responsibility to further comply with the requirements imposed by all applicable laws, regulations and administrative policies and (2) certifies that It will so comply. Diversion contrary to U.S. law Is prohibited. The export control laws and regulations are complex; therefore any summary of such laws and regulations provided by OpticsPlanet, Inc. herein is not comprehensive and is not to be taken as legal advice or counseling. All Exports: These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to United States law is prohibited. Nickens, Debby From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com] Sent: Monday, October 20, 2008 4:11 PM To: Nickens, Debby Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Hello Debby, Thank you for your message. As I see, you received our updated quote and my contact information. I just contacted our account manager with the supplier who informed me the standard warranty on their products is one year with an additional extended warranty which can be purchased from the manufacturer. Please let me know how I can assist you further with this order. If you have any questions or additional product needs, don't hesitate to contact me. Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: (800) 504-5897 Intl. Calls. (847) 513-6201. Fax: (847) 919-3003 http://www.OpticsPlanet.com ----- Original Message ----- From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us] Sent: Monday, October 20, 2008 5:19 PM To: OpticsPlanet.com Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) I Nickens, Debby From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com] Sent: Monday, October 20, 2008 4:31 PM To: Nickens, Debby Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Debby, Optics Planet, Inc. provides free UPS Ground delivery with all purchasing over $29.95 within the continental United States. This purchase will definitely qualify. We also do not charge sales tax outside Illinois. Please let me know if you have any .further questions. Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: (800) 504-5897 Intl. Calls. (847) 513-6201 Fax: (847) 919-3003 http://www.OpticsPlanet.com -----Original Message ----- From: Nickens, Debby[mailto:DNickens@ci.vernon.ca.us] Sent: Monday, October 20, 2008 6:20 PM To: OpticsPlanet Volume Sales Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Brian; One more thing, I noticed that there are no charges for sales tax or shipping. We are not a tax exempt municipality and we can reimburse I II N E1 r : a �, . f � 5 • . . .. .11. • - . / 11 - •. - Qu tation FEFERE 'i Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90068 Rex Hill Vernon Police Department 213.216-9922 Los Angeles CA 90068 VIII�III�YII _ T + UPS Ground [ _ _. • s: Last 4 digits: FOB Northbrook, IL - - - PO Number 1 -10 Days ARO ` 30 days- MgNWIM =r» Brian Hosmon13" SKU DESCRIPTION UNIT QUANTITY PRICE TOTAL EY-HS-Thermal- . Raytheon Thermal -Eye 260D150mm Digital Camer 4 $12,200.00 $48,800.00 Eye-230- 7IMN250D050 If you have any questions concerning this quotation, c I via e-mail to Care@OpticsPlanet.com or via phone (800) 504-a897, Please see http:ltwww.OpticsPlanet.netfour-pollcy.htmf for our SUBTOTAL $48,800.00" SHIPPING $0.00 SALES TAX Muo TOTAL $48,800.00 our Sales Team — Fri 9:OOAM — 6:OOPM CST rn & Exchange Policy. Important Export Restrictions! Commodities, products, technologies, and services listed herelp re subject to one or more of the U.S. export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Cc erce, or the U.S. Department of the Treasury. It Is unlawful and.strictly prohibited to engage In conduct requiring a license or other approval from th\ansfer per U.S. Department without such license or approval. Such conduct Includes, but Is not limited to, the export, or attempt to export or otherwise or sell.any commodity, product or technical data, or furnishing any service to any foreign party, whether abroad orin the United States,hermore, U.S. law prohibits the sale, transfer, or export of items to Embargoed Countries and entitles on the Department of State's Llst of tred Parties, the Department of.Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationd Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and Specially Designated Nationals and Blocked Persons. These Usts can be found at the applicable U.S. Government agency website. Having lawfully received the above commodities from OptlesPlanet, Inc., the Buyer and Entity andlo Person(s) listed In "Ship To" (1) assumes all responsibility to further comply with the requirements Imposed by all applicable laws, regulations and administrative policies and (2) certifies that it will so comply. Diversion contrary to U.S. law is prohibited, The export control laws and regulations are complex; therefore any summary of such laws end regulations provided by OptiesPlanet, Inc. herein is not comprehensive and is not to be taken as legal advice or counseling. F.III, Rex From: OpticsPlanet.com [Sales@OpticsPlanet.com] Sent: Friday, August 15, 2008 8:38 AM To: Hill, Rex Subject: Your OpticsPlanet.com Quotation Number 8096 Put Quote Number 1096 (UID 103652).. Thank you for choosing OpticsPlanet.com! Please find your quotation attached with this email. Rex, Optics Planet, Inc. will provide free UPS Ground delivery with this purchase. The delivery lead time for this order will be 7-10 days ARO. Please let us know if we can be of any further assistance to you. You can email or contact us.at the phone number below. We look forward to doing business with you in the future. Sincerely, Brian Hosmon Government / Law Enforcement / Institutional / Volume Sales Team OpticsPlanet.com Brian.Hosmon@OpticsPlanet.com http://www.opticsplanet.com Phone: (847) 513-6201 x287 Toll -Free; (800) 504-5897 option 5 Fax: (847) 919-3003 Cbr.STA� 1 EXHIBIT B EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor City of Vernon By By Date Date OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 November 26, 2008 VIA FEDERAL EXPRESS Mr. Brian Hosmon, General Sales Associate Optics Planet, Inc. 3150 Commercial Avenue Northbrook, IL 60061 Re: Equipment Purchase Agreement Dear Brian: Enclosed please find two duplicate originals of the aforementioned Agreement, which need to be signed by the appropriate parties and returned to the City, to the attention of Judy Lehr, City Attorney. Department, as soon as possible. Once the originals are executed by the City, one fully executed original will be returned to you for your files. Please refer to the enclosed "City of Vernon Signature Requirements for a Corporation for All City Agreements and Contracts" and comply with the requirements set forth therein. Sincerel J A. arrison C Attorney JH:em Enclosures CC: Ms. Nelly Giron, City Clerk (w/o encls.) (Resolution No. 9775) Excfusivefy Industfiaf To: From: Date: Re: APPROVED DEC 01 '08 CITY COUNCIL CITY CLERK DISTRIBUTION ; - JVay 11; 'A a ' i" 4 MARTHA VALENZUELA, PURCHA ING AGENT DEBBY NICKENS, PURCHASING 1--_/ 10/20/2008 POLICE DEPARTMENT REQUISITION #0003244 :m OC r 2 1 2008 CITY CLERN'S OFFICE PCs - 911s- Attached for your approval is requisition #0003244. The Police Department is requesting to purchase (4) RATHEON THERMAL -EYE 250D/50MM DIGITAL CAMERAS (see attached). Lt. Jerry Winegar advised that the department currently has two similar viewing systems in their inventory. One unit is a roof mounted imaging system, the other is a larger handheld camera. The requested four cameras will be added to their inventory. The proposed cameras are smaller, and are capable of taking digital photographic images if necessary. The image photographed is not a 3-dimensional image, but a thermal image of the individual under surveillance. Two of the cameras will be used by the Patrol unit, the other two will be used by the detectives. The cameras will increase the officer's safety while performing night searches, and enhance his policing skills in determining the best course of action in a situation. Three price quotations were obtained, with Purchasing acquiring a fourth from the internet. The suggested vendor for this purchase is Optics Planet, Inc., The approximate cost for this purchase is $48,000.00 (vendor will not charge sales taxes or freight charges). The funding for this purchase is coming from the Buffer Zone Protection Program Grant, Lt. Winegar advised Purchasing that this grant stipulates that purchases must be received and paid for, prior to January 1, 2009. The standard warranty is for a term of one year, and covers all parts and labor for repairs. Lt. Winegar advised that the department will not purchase additional warranty coverage, since this additional cost is not reimbursable under the grant RegMstr 10/9/2008 10:45:17AM Requisition Master Report Page: 35 CITY OF VERNON Document #: 4138 Date: 10/08/2008 Year: 2,009 Requisition #: 0003244 Description: THERMAL EYE DIGITAL CAMERAS Requestor: ROBERTSON, DANITA Requested for: WINEGAR, JERRY Apprvl Queue: police Group: drobertson Combine: N Current Aprv: JAUNZEMIS, DOLORES Lvl: 3 Prev: TOWLES, STEVEN PO Type: reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: DEBBY NICKENS Phone: (323) 583-8811 x110 Text Code: Restock: N Department: 1031 Order Placement: Purchasing l�eqursi#iori;l#em ... Type Item Code Whse Quantity Units Unit Cost Extension 9 4.00 ea 12,200.00000 48,800.00 Tax cd: Comm cd: 1099 box: FA? Y Fund Typ: G Allow partial: N Allow backorder: N SKU #: EY-HS-Thermal-Eye-250-TIMN250D050 Raytheon Thermal -Eye 250D/50mm digital camera Account(s) Project Account(s) Acct % Amount E 011.1031.850000 E 096001.6050.6130 100.00 48,800.00 RFQ: N Encumber: Y Vendor: Selected: N Order from: Pay to: FOB Point: Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Total: 48,800.00 Reqursr#ron Approval 1►Vstoty . .,, Approver: JIM RODINO Lvl: 1 In:10/8/2008 11:54:27AM Out:10/8/2008 5:15:47PM Action: app Approver: STEVEN TOWLES Action: app Lvl: 2 In:10/8/2008 5:15:47PM Out: 10/8/2008, 5:25:02PM Page: 35 T. nMOPTIESW1JWm1PT1C5PL1 � � 4I ! iNC 3150 Commercial Ave, Northbrook, IL 60062 Phone: (847) 513-6201 Fax: (847) 919-3003 E-mail: Sales@OpticsPlanet.com Quotation TATIOIV_- DATE CUSTOMER ID REFERENCE # 0 6 10/20/2008 508427 Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90068 Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90068 " S)7ipping,Method„; UPS Ground Pay ant f!lethod: Last 4 digits: Agt.Terrrs„.,*k FOB Northbrook, IL P:ayme dTerrris:.: PO Number: e'lvery Informations 7-10.Days ARO QiferµVlitl foF: 30 days a)es.Person' Brian Hosmon AIt(ss are UNIT SKU DESCRIPTION QUANTITY PRICE TOTAL EY-HS-Thermal- Raytheon Thermal -Eye 25013/50mm Digital Camera 4 $12,200.00 $48,800,00 Eye-250 TIMN260D050 SUBTOTAL $48,800.00 SHIPPING $0.00 SALES TAX $0.00 TOTAL $48,800.00 If you have any questions concerning this quotation, contact our Sales Team via e-mail to Care@OpticsPlanet.com or via phone (800) 504-5897, Mon - Fri 9:OOAM — 6:OOPM CST Please see http://www.OpticsPlanet.net/our-policy.htmi for our Return & Exchange Policy. Important Export Restrictions! Commodities, products, technologies, and services listed herein are subject to one or more of the U.S. export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Commerce, or the U.S. Department of the Treasury. It is unlawful and strictly prohibited to engage in conduct requiring a license or other approval from the proper U.S. Department without such license or approval. Such conduct includes, but is not limited to, the export, or attempt to export or otherwise transfer or sell any commodity, product or technical data, or furnishing any service to any foreign party, whether abroad or in the United States. Furthermore, U.S. law prohibits the sale, transfer, or export of items to Embargoed Countries and entities on the Department of State's List of Debarred Parties, the Department of Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationals and Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and Specially Designated Nationals and Blocked Persons. These Lists can be found at the applicable U,S. Government agency website, Having lawfully received the above commodities from OpticsPlanet, Inc., the Buyer and Entity and/or Person(s) listed in "Ship To" (1) assumes all responsibility to further comply with the requirements imposed by all applicable laws, regulations and administrative policies and (2) certifies that it will so comply. Diversion contrary to U.S. law is prohibited. The export control laws and regulations are complex; therefore any summary of such laws and regulations provided by OpticsPlanet, Inc. herein is not comprehensive and is not to be taken as legal advice or counseling, All Exports: These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to United States law is prohibited. Qu?tation - C DATE C STOMER ID REFERE�C7E#:: Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90058 Rex Hill Vernon Police Department 213-216-9922 Los Angeles CA 90058 �IIIIIIIIII�IIVIId ._sletkSH ;° UPS Ground P,'.OY ly[1?f �i5 _ Last 4 dig felg `Fgrms FOB Northbrook, ILrient)ms PO Number. De1%VErltt�rli 7-10 Days ARO 30 days dale 1rs®m Brian Hosmon,11 Gres are iT�_�i'ipllar5,- .. UNIT SKU DESCRIPTION QUANTITY PRICE TOTAL EY-HS-Thermai- Raytheon Thermal -Eye 250D/50mm Digital Came r 4 $12,200.00 $48,800.0a Eye-250- TIMN250D050 If you have any questions concerning this quotation, cd via e-mail to Care@0pticsP]anet.com or via phone (800) 504.5897, Please see http://www.OpticsPlanet.net/our-policy.html for our SUBTOTAL $48,800.00 SHIPPING $0.00 SALES TAX $0.00 TOTAL $48,800.00 ct our Sales Team in — Fri 9:OOAM — 6:00PM CST turn & Exchange Policy. Important Export Restrictlonsl Commodities, products, technologies, and services listed herein re subject to one or more of the U.S. export control laws and regulations enforced by the U.S. Department of State, the U.S. Department of Com erce, or the U.S, Department of the Treasury. It is unlawful and strictly prohibited to engage In conduct requiring a license or other approval from the proper U.S. Department without such license or approval. Such conduct includes, but Is not limited to, the export, or attempt to export or otherwise ansfer or sell any commodity, product or technical data, or furnishing any service to any foreign party, whether abroad or in the United States, rthermore, U.S. law prohibits the sale, transfer, or export of Items to Embargoed Countries and entities on the Department of State',, List of De arced Parties, the Department of Commerce's Denied Persons List, and the Department of the Treasury's Specially Designated Nationals and Blocked Persons List. It is the Buyer's responsibility to be aware of the Lists of Embargoed Countries, Debarred Parties, Denied Persons, and S `ecially Designated Nationals and Blocked Persons. These Lists can be found at the applicable U.S. Government agency website. Having lawfully received the above commodities from OpticsPlanet, Inc., the Buyer and Entity anI Person(s) listed in "Ship To" (1) a"umes all responsibility to further comply with the requirements Imposed by all applicable laws, regulations and administrative policies and (2) certifies that It will so comply. Diversion contrary to U.S. law is prohibited. The export control laws and regulations are complex; therefore any summary of such laws and regulations provided by OpticsPlanet, Inc. herein is not comprehensive and is not to be taken as legal advice or counseling. 11111, Rex From: OpticsPlanet,com [Sales@OpticsPlanet.com} Sent: Friday, August 15, 2008 8:38 AM To: Hill, Rex Subject: Your OpticsPlanet.com Quotation Number 8096 p�F , Quote Number ;096 (UID 103652).. Thank you for choosing OpticsPlanet.com! Please find your quotation attached with this email. Rex, Optics Planet, Inc. will provide free UPS Ground delivery with this purchase. The delivery lead time for this order will be 7-10 days ARO. Please let us know if we can be of any further assistance to you. You can email or contact us.at the phone number below. We look forward to doing business with you in the future. Sincerely, Brian Hosmon Government / Law Enforcement / Institutional / Volume Sales Team OpticsPlanet.com Brian.Hosmon@OpticsPlanet.com http://www.opticsplanet.com Phone: (847) 513-6201 x287 Toll -Free: (800) 504-5897 option 5 Fax: (847) 919-3003 4aL4P 0� C)td 1 c )' a o v vmac cn X w cn ? o 0 N p n CD (0 0 O. w= N +. N 0 (D cDD :3 Z p %ti (Do m c 0 (fl C N m 0 to a O Z cnN c In f% 00N (a CD p O N _<. ro N N 3CD O 7 (D y y m N m (a Cl) �< z U m Err v7 CD N I 0 CD O 3 3 c a v N M. O rn N O N O N O O 00 S CD 3 w m l< CD N Ul O v, c� n w CD 0-1a-10-10-10-1m m McD M(D Mm Mm M,� (D N 3 N CD cn CD K) 1"1 t`1 (� fl1 Al O y CD O 0, V1 ' 0 is N = �a � ' 4 `< O O O CT o O o N w 3 3 3 3 w w EA w EA EA w V N (A c4 w 00 G1 a) C? C O O C) O O O O O O 3 CD 3 E- n A o3m-^I 39'�Z m _ O O .� to � (D L =r ro CD r« y < (D U! -0Q 3 ci ( N h n v O (D ->-I�N -0 -CCO �. CD Ct3 a n (D . a O 0 o -p n @ N C O N CD m N (D w (D a CD CD - CD O Oto O (D RD 0 Q, Q w 0) 3' O ro m o .. •a o p cD N °1 t4 �'a m (D '� N t) O O CD nw�. p M o 00 C W. O O a.P,O O (D .sz 0 m C A 'y. C m N 1,0/ 14/ 2008 13: 21 3238261484 COV PD PAGE 02/ 05 klugcrst 15, 2008 Page. 2 American Technologies Network Cor 41 San Mateo Ave, South Son Francisco, CA 940801 (800) 910-2862 (650) 875- 0130 tel. (650) 875-0129 fax wvvw.atncorr).com info@atncorp com 3. Warranty ATN Corp. has attached a user manual with General Standard Limited Warranty for Two Years from time of sale to the buyer. ATN Corp. warranty covers: • Hand-off Warranty ■ Material and Workmanship Warranty ■ Pass -Through Warranty ■ All warranty work to be done at ATN SSF, CA USA facilities ■ Sub/Prime Contractor Is responsible for administration and all expenses associated with warranty administration including, but not limited to two-way shipping charges, clearance, duties and fees for non -warranty repairs. 4. Price and Delivery Item Description and Delivery Schedule Qty Unit Price Total Price = TIMNT25ODSO Thermal -Eye 25OD50 4 $12,995.00 $51,980.00 Subtotal= $51,980.00 Tax(7.25%) $3,768.55 Shipping= $157.00 Total= $55,905.55 Delivery: 10-20 Business days after receiving Purchase Order and Payment. Principal Notes: ■ Prices are FOB SSF, CA USA • Condition of Items: New • Cash Quotation (US Dollars Only) ■ Prices are good and firm for the term of the contract 30 days as of Aug 15, 2008 • Export of all items is subject to issuance of valid State Department export license. Diversion contrary to US law is prohibited. 10/14/08 TUE 12:24 [TX/RX NO 72691 la002 10/14/2008 13:21 3238261484 C0V PD PAGE 05,' 05 08-19-08;03:10PM;OioricsFianet, Inc. 13238261483 18475193003 iF 2/ 2 Optics on Web 30 Manor Ct Daly City, Ca 94015 Phone: 415-290-5546 Price and Delivery Item Descri Lion and Delivery Schedule-Qty Unit price Total Price $55,980,00 TIMNT250050 Thermal -Eye 250DSO 4 $13,995.00 Subtotal= $55,980.00 Tax(7.25%) $4,058.55 Shipping= $187,00 Total= $60,226,55 Delivery: 1t)-20 Business days after receiving Purchase Order and Payment. Principal Notes: ■ Prices are FOB SSF, CA USA • Condition of Items: New • Cash Quotation (US Dollars Only) • Prices are good and firm for the term of the contract 30 days as of Aug 15, 2008 • Export of all items is subject to issuance of valid State Department export license. Diversion contrary to US law is prohibited. 10/14/08 TUE 12:24 [TX/RX NO 72691 2005 Picture 1 for Raytheon Thermal -Eye 250 D Digital Camera Thermal Eye Thermal Imagin... Page 1 of 1 Thermal -Eye 250 D Thermal Imaging Digital Camera Back to order page ING Thermal -Eye 250 D Thermal Imaging Digital Camera Thermal -Eye 250 D Thermal Imaging Digital Camera Back to Thermal -Eye 250 D Thermal Imaging Digital Camera order page. Store Home > Heat Seekers & Thermal Imagers > Thermal Eye Heat Seekers & Thermal Imagers Thermal -Eye 250 D Thermal Imaging Digital Camera Store Home > Thermal Eye > Thermal Eye Heat Seekers & Thermal Imagers > Thermal -Eye 2501 Thermal Imaging Digital Camera Copyright © 1999 - 2007 OpticsPlanet, Inc http://www.opticsplanet.net/picture-I-atn-250d-mm-thermal-eye-camera.html 10/20/2008 EY-HS-Thermal-Eye-250 Thermal -Eye 250 D Thermal Imaging Digital Camera Page 1 of 2 OPTICS Thermal -Eye 250 D Thermal Imaging Digital Camera curs Back to Order Page Print This Page I SKU: EY-HS-Thermal-Eye-250 Ensuring the safety of the community has just gotten a little easier. In today's volatile environment, the power of sight can mean the difference between catching a fugitive or saving a life. Thermal -Eye 250D Thermal Imaging ' Camera is the industry standard for public safety departments, law enforcement agencies and security professionals. The tried and true Thermal Eye 250 Digital Infrared Camera each have a long history of providing officers with the advantage of infrared technology for everyday operations. Officers can now See the Unseen, even in the darkest of nights or in poor weather. Suddenly, night is turned into day. Offering the longest viewing range in its class, Raytheon Thermal Eye 250D is able to detect human activity as far away as 3000 feet and features 2X zoom. ThermalEye 250-D Thermal Imaging Digital Camera from L3 Thermal Eve are designed with BST detector technology, the gold standard in the world of thermal imaging, which provides the sharpest and crispest images available in the market today. Thermal -Eye 250 D Digital Camera are designed to fit the specific needs of law enforcement professionals and are powered by a standard rechargeable camcorder battery. Video output and recording is available through an RCA jack. Add Thermal -Eye Thermal Imaging to your arsenal of crime fighting technology today and see the incredible difference thermal can make. Features of L3 Thermal -Eye 250D Thermal Camera: • Greatly enhance an officer's vision and improve overall effectiveness on the job • Free up the number of officers required for an operation • Improve officer safety • Allow officers to go undetected, as they search and survey the scene, unnoticed and out of harm's way • Provide the powerful advantage of sight in the dark, while monitoring criminals without their knowledge The following Thermal Eye 260D Thermal Imaging Infrared Cameras are available: 250D/75mm Thermal -Eye camera and 250D/50mm Thermal -Eye camera. Specifications for Raytheon L-3 Thermal Eye 260D Digital Camera: Focal Plane Array (FPA) Type & Material: Uncooled Ferroelectric Pixel Count: 320 x 240 Spectral Response: • 7-14 pm Thermal Imaging Performance Detection Range for Human Activity: Up to 3000 Feet (915 meters) w/ standard 75mm lens] Contrast / Brightness & pixel processing: • Automatic & Manual Gain/Level control with advanced image processing features Optics Lens Focal Length: 50mm or 75mm 250D/25mm - (36° x 27°) 250D150mm - (18°x13.5°) Field of View: 250D/75mm - (12°x9°) 250D/100mm - (9° x 6.6°) 2500/150mm - (6° x 4.4°) Focus Method: Manual focus w/ Iris Electric motor Video: Output Format: NTSC or PAL Compatible (RCA jack) Monocular Viewfinder: NTSC or PAL Compatible (RCA jack) Monocular Viewfinder: Monochrome (black & white) Camera Digital Zoom: 1x, 2x Power: Power Source: NiMH Rechargeable camcorder battery (6VDC) Operating Time: — 3 hrs. with supplied battery Standby Mode: Viewfinder off Physical Characteristics: Size: • 9.51 x 4"W x 4"H (24 x 10 x 10cm) Weight (w/o battery): • - 3.4 pounds (1.5 kg) Mounting Provision: • 1/4" - 20 Tripod Mount Environmental: Operating Temp: -20°C to 49°C Storage Temp: -40°C to 80°C http://www.optiesplanet.net/printable-atn-250d-mm-thermal-eye-camera.html 10/20/2008 rs< - Ir THERMAL-EYIE' i Ensuring the safety of the community has just gotten a little easier. In today's volatile environment, the power of sight can mean the difference between catching a fugitive or saving a life. The Thsrmatl.l ye 2$00 handheld thermal imaging camera is the industry standard for public safety departments, law enforcement agencies and security professionals. The tried and true 2500 has a long history of providing officers with the advantage of infrared technology for everyday operations. Officers can now See the Unseen TM', even in the darkest of nights or in poor weather. $uddenly, night is turned into day. Offering the longest viewing range in its class, the Thermal eye 2501D is able to detect human activity as far away as 3000 feet and features 2X zoom. The Thermal -eye 26010 is designed with I0$T detector technology, the gold standard in the world of thermal imaging, which provides they sharpest and crispest images available in the market today. • Wildland and exterior firefighting • Search and rescue • Border patrol • Area and building sweeps • Covert surveillance • pugitive pursuit The Thermal-1 ye 250D is designed to fit the specific needs of law enforcement professionals and are powered by a standard rechargeable camcorder battery. Video output and recording is available through an RCA jack. Add thermal imaging to your arsenal of crime fighting technology today and see the incredible difference thermal can make. • Greatly enhance an officer's vision and improve overall effectiveness on the job • Free up the number of officers required for an operation • Improve officer safety • Allow officers to go undetected, as they search and survey -- the scene, unnoticed and out of harm's way • Provide the powerful advantage of sight in the dark, while monitoring criminals without their knowledge 2500-L -1104 WA ri MAN a Thermal. el* Sty e i al Focal Plane Array (FPA) Type &Material Uncooled Ferroelectric Pixel Count 32 x 240 Spectral Response 1-14 pm Thermal Imaging Performance Detection Range for Human Acttvi Up to 3000 Feet (915 meters) w/ standard 75mm lens Contrast / Brightness & pixel prq,, ssin Automatic & Manual Gain/Level control with advanced image processing features Lens Focal Length 25mm 50mm 75mm 100mm 160mm Field of View 36°x, l° 18°x13.5° 12141 9°x6.6° 6°0.4° Optics Minimum Focus Distance —18 inches (.5m) -18 inches (.5m) -20 feet ( m) —15 feet (5m) —25 feet (8m) Focus Method Manual focus w/ Iris Manual focus w/ Iris Electric motor Electric motor electric motor output Format NTSC or PAL Com atible MCA jack Video Monocular Viewfinder Monochrome black & white Camera Digital Zoom 1x, 2x . ., Power Power Source NiMH Rechargeable camcorder attory 6VOC Operating Time 3 hrs. with supplied battery Standby Mode Viewfinder off ` Size 9.5"L x 4"W x 4"M 24 x 10 x 10cm Physical Characteristics Weight w/o battery) 3.4 pounds 1.5 k Mounting Provision '/+"- 20 Tripod Mount Environmental Operating temp -20°C to 49°C Storage Tamp -40°C to 80°C Water Resistance - S lash roof per IEC pub.5291PX4 EMC Compliance FCC Part 15 & CE Mark Lens Alternatives5mm 2$mm 50mm 100mm 150mm Ordering Information Kit Part Number NTSC 3261604-01 3261604-03 3261604-02 3261604-04 3261604-05 Kit Part Number (PAL) 3261604-11 3261804-13 3261604-12 3261604-14 3261604-15 Standard Equipment Camera w/ Lens Cover & Lens Cleaning Cloth • AC/DC Battery Charger Kit (110/2a0VAC) 4 Rechargeable Camcorder Battery (NiMH) • Operators Manual • Durable Carrying Case RCA to BNC Adapter Optional Accessories Soft Protective Jacket for rain use • DC Battery Eliminator (12-24 VDC) 0 Extra Batteries • Extra Battery Chargers All s edficetions are subject to than a without notice thermil.5ye 250 Revs Jan 04 tcommunications 1409W,aim W«oe Nickens, Debby From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com] Sent: Monday, October 20, 2008 4:11 PM To: Nickens, Debby Subject: RE: Your Optics Planet. com Quotation Number 8096 (OP:1666306) Hello Debby, Thank you for your message. As I see, you received our updated quote and my contact information. I just contacted our account manager with the supplier who informed me the standard warranty on their products is one year with an additional extended warranty which can be purchased from the manufacturer. Please let me know how I can assist you further with this order. If you have any questions or additional product needs, don't hesitate to contact me. Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: (800) 504-589 Intl. Calls. (847) 513-6201 Fax: (847) 919-3003 http://www.OpticsPlanet.com ----- Original Message ----- From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us] Sent: Monday, October 20, 2008 5:19 PM To: OpticsPlanet.com Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP: 1666306) I Nickens, Debby From: OpticsPlanet Volume Sales [volumesales@opticsplanet.com] Sent: Monday, October 20, 2008 4:31 PM To: Nickens, Debby Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Debby, Optics Planet, Inc. provides free UPS Ground delivery with all purchasing over $29.95 within the continental United States. This purchase will definitely qualify. We also do not charge sales tax outside Illinois. Please let me know if you have any further questions. Sincerely, Brian Hosmon Government Sales Associate brian.hosmon@opticsplanet.com US Toll -Free Phone: (800) 504-5897 Intl. Calls. (847) 513-6201 Fax: (847) 919-3003 http://www.OpticsPlanet.com ----- Original Message ----- From: Nickens, Debby [mailto:DNickens@ci.vernon..ca.us] Sent: Monday, October 20, 2008 6:20 PM To: OpticsPlanet Volume Sales Subject: RE: Your OpticsPlanet.com Quotation Number 8096 (OP:1666306) Brian; One more thing, I noticed that there are no charges for sales tax or shipping. We are not a tax exempt municipality and we can reimburse I