Resolution No. 97842
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RESOLUTION NO. 9784
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
PIPS TECHNOLOGY, INC. REGARDING LICENSE PLATE
RECOGNITION CAMERA SYSTEM 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
three (3) Mobile Law Enforcement Automated License Plate Recognition
three -camera systems with PAGIS together with the necessary software,
licenses, training and installation (collectively, the "Equipment") by
utilizing the 2006 BZPP Grant funds for said Equipment; and
WHEREAS, PIPS Technology, Inc. ("PIPS"'), the leader in
automated license plate recognition.systems worldwide for over fifteen
(15) years, submitted a proposal dated October 15, 2008, for the
Equipment; and
WHEREAS, the Purchasing Agent has recommended that the
Equipment be purchased from PIPS; and
WHEREAS, the purchase of the Equipment will improve the
Police Department's response time, 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
1 determined that, pursuant to the provisions of subsection (a) of
2 Section 2.27 of the Vernon City Code, it is in the public interest and
3 necessity to enter into an agreement with PIPS.
4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
5 CITY OF VERNON AS FOLLOWS:
6 SECTION 1: The City Council of the City of Vernon hereby
7 finds and determines that the recitals contained hereinabove are true
8 and correct.
9 SECTION 2: The City Council of the City of Vernon hereby
10 approves the Agreement with PIPS, in substantially the same form as
11 the copy which is attached hereto as Exhibit A and incorporated by
12 reference.
13 SECTION 3: The City Council of the City of Vernon hereby
14 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
15 and on behalf of, the City of Vernon and the City Clerk or Deputy City
16 Clerk is hereby authorized to attest thereto.
17 SECTION 4: The City Council of the City hereby authorizes
18 the City Administrator, or his designee, to make whatever non-
19 substantive, administrative and/or text changes, upon advice of
20 counsel, to the Agreement.
21 SECTION 5: The City Council of the City of Vernon hereby
22 authorizes the City Administrator, or his designee, to take any action
23 deemed necessary to carry out or to perform such other acts and deeds
24 as may be necessary or convenient to effect the purposes of this
25 Resolution and the transactions herein authorized.
26 SECTION 6: The City Council of the City of Vernon hereby
27 directs the City Clerk, or her designee, to send a fully executed
28 Agreement to:
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PIPS Technology, Inc.
Attn.: Vice President and General Manager
804 Inn -ovation Drive
Knoxville, TN 37932
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 1st day of December, 2008.
ATTEST:
N&NUELA GIROa-, City Clerk-
Name: Leonis C. Malburg
Title: Mayor
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STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9784, 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.
(SEAL)
hz�(=� Xx�^ .
MANUELA GIRION,iCity Cl—erk
- 4 -
EXHIBIT A
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A Federal $ignal Company
October 15th, 2008
Lt. Danny Calleros
Vernon Police Department
7001 Santa Fe Avenue
Vernon, CA. 90058
REF: Mobile Law Enforcement License Plate Recognition (ALPR) 3-Camera System with
"PAGIS"
Danny,
Thank you for the opportunity to quote our Mobile Law Enforcement Automated License Plate
Recognition (ALPR) System referred to as PAGIS. PIPS Technology has been the Industry
leader In ALPR systems worldwide for over 15 years. When considering an ALPR vendor I
hope you will take Into consideration the following key points about our company:
• Our only market focus is specializing in Automatic Ucense Plate Recognition technologies,
• As an Original Equipment Manufacturer, we design, manufacture, and develop our own
hardware and software - we control the quality and support of our products from start to
finish.
• PIPS offers an ALPR "back -end" analysis software package (BOSS) that provides data -mining
of "historic" license plate Information obtained and stored from all deployed mobile (and
fixed) systems within your department.
• Our technology has passed a rigorous 5-protocol day and night testing procedure by the CHIP
with successful capture and plate Interpretation rates of 920/0 obtained at speeds up to 110
miles per hour in various conditions that simulate the mobile law enforcement environment,
Our durable camera mounts were designed by law enforcement for law enforcement
deployment.
• We have an established western U.S. sales and support office based in the Los Angeles Area.
I am pleased to provide you with the following pricing for three (3) three camera LPR systems
'hard" mounted and Integrated into your existing MDC's in a patrol vehicle.
QTY
DESCRIPTION
3
P362-950-LE-G Police ALPR PAGIS unit to include: three P362 dual
lens cameras with Infrared and color overview; all custom camera
cabling; PIPS ALPR processor -trunk mounted; GPS module; All
required PAGIS and ALPR software Installed on the processor,
$ 61,275
3
EjPS-SRVC-FE-M01l3jLC On -site Installation and Training
$4,500
N/A
PIPS -SW -BOSS -Back 0 Server Software installed on sheriff department
hardware - one (1) software license per site is required
$-0-
Freight
$ 600
$61,275 @ 8,25% Tax
$5,055.18
rOTAL
$71,430.18
1108 E.Raymond Way Phone: (949) 280-1716
Anaheim, Ca. 92801 Fax: (949) 770-8824
E-mall- lnfof&Diystechnoloqy.com
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A Federal Sk.gnsl Company
5-c-ove of Work:
Our quote inclu installation and training,
in your designated vehicles, and you or the
both PAGIS and BOSS by our representative.
Page 2
During that time, our system will be installed
appropriate personnel will receive training on
Our quote 9&QWdes the cost for our Back Pffice Server Software (BOSS) since you already
have a license with your agency.
All PIPS equipment hardware and software is covered by a one-year parts and labor
warranty. Maintenance agreements are available for both our hardware and software
products. These agreements supply you with upgrades and improvements to our OCR
engine for enhanced plate detection capabilities and software upgrades for BOSS and PAGIS
In addition to all hardware sold by PIPS Technology, Inc.
Please let me know if you require any other information. I can be reached directly at 949-
280-1716 should you have any questions regarding the content of this quotation.
Best Regards,
Kris Robinson
Regional Sales Manager
PIPS Technology, Inc,
1108 E.Raymond Way Phone: (949) 280-1716
Anaheim, Ca. 92801 rax: (949) 770-8824
E-mail: info(&PiPstechnolo9y.c;9m
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Statement of Terms, Conditions and Warranties of Sale
PIPS Tecbnology
804 Innovation Drive
Knoxville, TIN 37932
WWW.I)il)SteChDO10i!V.COM
Office: 865-392-5540
In these Conditions of Sale, "PIPS" shall mean PIPS Technology, Inc.; "the Customer" shall mean the purchaser ofthe goods including all agents, employees, contractors,
subcontractors, and other people acting on the customer's behalfundeT these conditions; the "Goods" shall mean the goods referred in the quotation supplied by PIPS.
Acceptance — This is to acknowledge receipt ofyour ("Purchase") order for the PIPS goods ("Goods") and/or licensed software and/or firmware, which are preloaded, or to
be loaded into Goods ("Software") and/or performance ofservices ("Services"). Performance of any Services or sale of Goods or Software by PIPS is expressly conditioned
upon the terms and conditions herein. Acceptance ofoffers to purchase Goods, license Software or perform Services is expressly conditioned upon Purchaser's assent to the
terms and conditions contained herein, which assent is acknowledged by Purchaser upon accepting shipment, and shall prevail as the final expression for theparties in the
event of conflict.
These terms and conditions take precedence over Purchaser's additional or different tenns and conditions, to which notice ofobjection is hereby given. Neither
commencement nor delivery by PIPS shall be acceptance of Purchaser's additional or different terms and conditions. PIPS expects, and Purchaser acknowledges, that if
Purchaser disagrees with the terms contained herein, Purchaser will immediately (i.e.. prior to Use) return the Goods or Software to PIPS Or cancel performance ofServices
before PIPS commences the performance of such Services.
2. Validity —PIPS reserves the right to amend any errors and/or unintentional omissions on quotations at the time of acceptance of order. Quotations by PIPS do not constitute
an offer and PIPS reserves the right to withdraw or amend the same at any time prior to the issue by PIPS of any acceptance of order. No binding contract shall come into
effect until the Customer's order has been accepted in writing, facsimile or E-mail by PIPS. The Uniform Laws on International Sales are hereby excluded.
3. Price — PIPS reserves the right to increase prices to allow for any increase in Cost Of appropriate federal, state and/or local taxes, surcharges, handling and/or shipping fees,
labor and/or materials which may occur before delivery of the goods. The prices do not include any export duties or tariffs payable in respect to the goods nor any costs of
insurance relating thereto. Prices for Goods and Software are FOB shipping point and remain in effect for thirty (30) days from quotation date. Prices quoted for Services
shall remain in effect for the period stated in PIPS' written quotation or proposal for such Services, or, ifirione is stated, for ninety (90) days after the quotation is given. In
all other respects, the quotation and solicitation for offers/orders for Goods, Software or Services may be withdrawn or modified at any time prior to acceptance by PIPS.
4. Taxes — Prices do not include any sales, use, excise, value-added or similar taxes. Liability for all taxes, licenses, or other fees imposed by any governmental authority upon
the production, sale, shipment, or use of Goods or Software or the performance of Services covered by this solicitation shall be assumed and paid for by the Purchaser, and
Purchaser shall indemnify PIPS against any such liability. Applicable sales or use taxes are billed by PIPS unless suitable exemption certificates are furnished by Purchaser
before acceptance by PIPS.
5. Insurance — Where PIPS insures the goods at its discretion or at the Customer's request, charges for such insurance will be reflected on the invoice. PIPS liability shall be
limited to be amount received by PIPS under such insurance or the value ofthe good whichever is less from which amount deduction may be made by PIPS in respect to any
expenses incurred by PIPS. PIPS shall be under no liability to affect any insurance in respect ofthe good for any period after the passing ofthe risk as stated in Paragraph 2 1
below, notwithstanding that title remains with PIPS.
6. Shipment — Shipping/freight is not included in the price, which is quoted FOB PIPS facility in Knoxville, TN. Shipping to the Customer's premises will, ifrequired by the
Customer, be arranged by PIPS and charged as an extra. Any costs of insurance incurred by PIPS in respect of such shipping shall also be charged as an extra and reflected
on the invoice.
Payment — Unless otherwise specified in PIPS' quotation and solicitation for offers, payment terms for Goods, Software and Services are net thirty (30) days from the date
of PIPS' invoice, payable in United States dollars. Purchaser shall be billed monthly for Services performed. Upon PIPS' failure to receive payment within thirty (30) days
in addition to any other remedies, which PIPS may have, it shall have the right to (i) repossess Goods and Software as to which full payment has not been received (ii)
suspend further performance under this and/or other agreements with Purchaser, and (iii) terminate this agreement and/or other agreements with Purchaser, which other
agreements PIPS and Purchaser hereby amend accordingly. Purchaser shall be liable for all expenses, including attorney's fees, relating to the collection ofpast due
amounts. On all currency -based transactions, interest of one and one-half percent (I - 1/21/.) per month, eighteen percent (18%) annually or, if lower, the maximum rate
permitted by law, from the date on which it is due until it is paid, shall be added to past due accounts. Should Purchaser's financial responsibility become unsatisfactory to
PIPS, cash payments or security satisfactory to PIPS may be required by PIPS for future deliveries of Goods or Software or performance of Services. Ifsuch cash payment
or security is not Provided, in addition to PIPS' other rights and remedies, PIPS may discontinue deliveries of Goods or Software and/or suspend performance of Services
without liability. Customer shall be responsible for payment upon receipt of an invoice, and PIPS shall not be responsible for sending Customer more than one invoice.
8. Destination — PIPS reserves the right to decline or cancel contracts received directly or indirectly where the ultimate destination of the goods is a country with which it is
not lawful for a United States company to trade or where the law of the destination country prohibits the importation of the goods.
9. Regulation — The Customer, in placing the Order with PIPS, is deemed to warrant compliance with every applicable legal or regulatory requirement ofany goverrunprit or
other relevant authority and those necessary licenses or permits required in connection with the contract have been lawfully obtained by the Customer prior to the shipment
of the goods.
10. Consignment — PIPS i nay make any extra charge as required to ship goods in consignments of smaller quantities than originally quoted.
11. Illustrations and Broch ures — All descriptive literature and illustrations given are intended as a general gu ide of the goods described and none of these shall form part of
the contract nor shall any provision contained therein be deemed to be a representation, warranty, term Or condition Of Or relating to the contact or constitute a collateral
contract. All drawings prepared by PIPS in connection with the goods and the copyright ofsuch drawings shall remain at all times the property ofPIPS.
12. Specifications — PIPS follows a policy of continual product or component development, which may be implemented without notice and without affecting the validity ofthis
contract, and PIPS shall not be responsible for providing Customer with any product improvements that Occur after the date of sale. PIPS shall not be liable for failure to
attain performance figures stated in the contract unless these have been guaranteed within a specific margin oftolerance.
13. Weights and Measurements — PIPS drawings, descriptive matter, weigbts, dimensions, and shipping specifications are approximate only, unless specifically guaranteed.
Cable is provided within +10% ofspecified length.
14, Cancellation — Contracts may only be altered or cancelled by the Customer with the written consent of PIPS who shall, upon giving such consent, be entitled to invoice the
customer for all and any costs and lost profits incurred or that would be incurred as a result ofthe cancellation.
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15. Limited Warranty — Hardware Limited Warranty: Purchaser assumes the responsibility for the selection of a particular Good to achieve its intended results, and for the
installation, use, and results obtained therefrom. Subject to the limitations of liability set forth in Section 16, PIPS warrants the hardware it manufactures to be free from
defects in material and workmanship under normal use for a period of twelve (12) months from the date ofpurchase, PIPS' obligation under this warranty shall be limited to
the repair or exchange of any part or parts which may prove defective under normal use and service within one (1) year from the date ofpurchase and which our examination
sball disclose to OUT reasonable satisfaction to be defective. Any field engineering required to resolve a hardware warranty item will be billed to the customer on a labor Tate
per day basis plus travel and living expenses (billed in accordance with Paragraph 27).
THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON PIPS'PART, AND PIPS
NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTIONWITH THE SALE OF THE
GOODS. BY USING THE GOODS, THE PURCHASER ACKNOWLEDGES THAT NO OTHER REPRESENTATIONS WERE MADE TO HIM OR RELIED UPON
BY HIM WITH RESPECT TO THE QUALITY AND FUNCTION OF THE GOODS HEREIN SOLD.
This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than PIPS'), unauthorized
modification or alteration, use beyond Tate capacity, or improper installation, maintenance or application. To the extent that Purchaser or its agents has supplied
specifications, information, representation of operating conditions or other data to PIPS in the selection or design ofthe Goods and the preparation ofPIPS' quotation, and in
the event that actual operating conditions or other conditions differ from those represented by Purchaser, any warranties or other provisions contained herein which are
affected by such conditions shall be null and void.
If within thirty (30) days after Purchaser's discovery of any warranty defects within the warranty period, Purchaser notifies PIPS thereof in writing, PIPS sball, at its option,
repair, corrector replace F.O.B. point of manufacture, or refund the purchase price for, that portion of the Goods found by PIPS to be defective. Failure by Purchaser to give
such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Purchaser's claim for such defects. GOOdsTepairedoT
replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of
shipment, whichever is longer.
Purchaser assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use ofGoods, either
alone or in combination With Other products/components.
Software Limited Warran :Subject to the limitations in Section 16, PIPS warrants the media (CDROM, diskette,etc) upon which Software is furni shed, but not the
Software itself, to be free from defects in material, and workmanship for a period of one (1) year from the date ofpurchase. Our obligation under the software warranty sball
be limited to repair Or replacement of the defective media during the one (1) year period. Defective media shall be returned prepaid to PIPS for service. PIPS reserves the
right to determine in its sole discretion whether to repair or replace the defective media.
PIPS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SOFTWARE, AND IT IS LICENSED "AS IS." THIS LICENSE IS MADE ON
THE EXPRESS UNDERSTANDING THAT THERE IS NO IMPLIED WARRANTY, THAT THE SOFTWARE SHALL BE MERCHANTABLE, AND NO IMPLIED
WARRANTY THAT THE SOFTWARE SHALL BE FIT FOR ANY PARTICULAR PURPOSE. BY USE OF THE SOFTWARE, THE PURCHASER
ACKNOWLEDGES THAT HE IS NOT RELYING ON PIPS'SKILL OR JUDGEMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR ANY
PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES ON SOFTWARE WHICH EXTEND BEYOND THE DESCRIPTION HEREOF.
ServieeWaTran :PIPS warrants to Purcbaser that Services provided will be performed by trained personnel using proper equipment and instrumentation for the particular
Service provided. Any analysis of data, subsequent recommendations and other Services will be in accordance with established industry standards and practices, as
applicable.
EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, PIPS EXTENDS NO WARRANTIES OF ANY KIND TO SERVICES, EQUIPMENT OR MATERIALS AND
HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than PIPS'), unauthorized
modification Or alteration, use beyond Tate capacity, or improper installation, maintenance Or application. To the extent that Purchaser or its agents has supplied
specifications, information, representation of operating conditions or other data to PIPS in the selection or design ofthe Services and the preparation ofPIPS' quotation, and
in the event that actual operating conditions or other conditions differ from those represented by Purchaser, any warranties or other provisions contained herein which are
affected by such conditions shall be null and void.
Equipment Manufactured by Others: Computer equipment and peripherals sold by PIPS, but manufactured by other companies, carries the manufacturer's original warranty,
and PIPS does not warrant and shall not be liable for equipment or instruments supplied by PIPS but manufactured by others.
16. Limitation of Remedy and Liability —THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO
REPAIR, CORRECTION REPLACEMENT, PROPER PERFORMANCE, OR REFUND OF THE PURCHASE, PRICE AS NOTED IN SECTION 15. BECAUSE OF THE
NATURE OF THE GOODS, SOFTWARE AND/OR SERVICES AND THE CIRCUMSTANCES PECULIAR TO IT OR THEM, THE PURCHASER
ACKNOWLEDGES THAT THE EXCLUSION OF REMEDIES IS NEITHER UNREASONABLE NOR UNCONSCIONABLE.
PIPS SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM
OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SMALL
PIPS'LIABILITY TO PURCHASER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY PURCHASER FOR THE SPECIFIC GOODS, SOFTWARE
AND/OR SERVICES PROVIDED BY PIPS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. PURCHASER AGREES THAT IN NO EVENT SHALL PIPS'
LIABILITY TO PURCHASER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term
"consequential damages" shall include, but not be limited to, loss ofanticipated profits, business interruption, loss of use or revenue cost of capital or loss or damage to
property or equipment.
It is expressly understood that any technical advice furnished by PIPS with respect to the use of the Goods, Software or in connection with the Services is given without
charge, and PIPS assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Purchaser's risk.
17. Inspection — There shall be no special tests ofthe goods except as provided for either in PIPS quotation or in the Customer's order and, if the Customer fails, after fourteen
(14) business days notice, to attend or to be represented at any such tests, they may be conducted by PIPS in the Customer's absence. Results ofsuch tests will be binding
upon the Customer. Further, if the goods fail to meet such tests, the Customer may reject the goods within ten (10) business days of the date of delivery to the Customer.
After this time, if not rejected, the goods shall be deemed accepted. During the fourteen business day time period, the Customer must provide to PIPS in writing the specific
reason/s the goods are being rejected. Ifno such writing is provided, the goods are deemed to have been accepted by the Customer.
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18. Indicated Delivery Dates — Delivery dates are approximate only and PIPS shall be under no liability to the Customer in respect of any delay or non -delivery of the goods
however caused.
19. Partial Deliveries — PIPS reserves the right to dispatch part ofthe order and each installment she]] be separately invoiced and paid for when due without regard to
subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of the obligation to accept remaining deliverables. The order shall not be
cancelable by the Customer for delays in delivery of any installment.
20. Date and Place of Deliveries — Delivery shall be FOB PIPS facility in Knoxville, TN. The Customer is responsible for all shipping costs to the final point ofdestination.
Shipping shall take place when the Customer receives PIPS invoice addressed to the Customer informing the Customer that the goods are ready for dispatch, Where such
invoice is sent to the Customer by the United States Postal Service, it shall be conclusively presumed to have been received by the Customer on the fifth working day after
mailing in the United States.
21. Risk — The risk of loss in the goods will pass to the Customer on delivery in accordance with paragraph 20 above.
22. Labeled and Listed Products — Whenever the goods comprise products which have been certified as labeled and listed by approved certification authorities ("Labeled and
Listed Products"), it is the sole responsibility of the Customer to ensure that the Labeled and Listed Products are operated and serviced only in accordance with the
instructions contained in any relevant PIPS product user and maintenance manual in accordance with PIPS guidelines referred to in paragraph 15.
23. Storage and Delayed Delivery — Ifthe Customer fails to give instructions for shipment within fourteen (14) days ofireceived advice from PIPS that the goods are ready for
shipment (as provided by paragraph 20 above), payment shall be due forthwith and PIPS shall be entitled to store the goods at any available place at the Customer's risk and
expense.
24. Property — Ownership of goods will pass to the Customer when PIPS has received payment in full and, until such time as this shall occur, the goods shall be stored by the
Customer separately from all other goods and shall be clearly marked by the Customer as being the property of PIPS.
25. Shortage in Delivery or Damage or Loss In Transit — PIPS shall in no way be responsible for any breakage or loss ofgoods in transit and sball be under no liability to
affect any insurance in this respect unless otherwise previously agreed. Both the carrier concerned and PIPS must be advised in writing ofall shortages in quantity delivered
and any breakage or loss within three (3) days ofthe consignment. In the event ofthe goods failing to reach their destination, both the carrier and PIPS must be notified of
this in writing within seven (7) days after the date on which the Customer was advised that the goods had been shipped. As further security for payment ofthe price oftbe
goods by Customer, Customer hereby grants to PIPS a security interest in the goods.
26� Commissioning — The quotation does not include commissioning and installation services unless expressly stated otherwise. HPIPS is requested to supply;
a) Descriptive literature Or instructions other than one (1) copy in English for the operation oftbe equipment, or
b) The services of any PIPS' engineer on -site for the purpose of checking, servicing, or commissioning, an extra charge will be made. Any complaints regarding the
quality ofsuch service must be made to the President ofPIPS within seven (7) business days ofthe said services being carried out.
27. Subsistence and Other Travel Expenses — Meals, transportation, lodging, and miscellaneous expenses are considered travel expenses and are billed at actual cost plus a ten
percent (10%) administrative fee. If time required to complete work is extended at the Purchaser's request, travel and living expenses will also increase. Travel hours
consumed by the PIPS engineer will be incorporated within the daily rate for services performed. The cost of shipping supplies required for Services are likewise charged at
cost plus ten percent (10%). Payment of all travel and living expenses are in accordance with the payment terms defined in paragraph 7.
28. Overseas Sales — In any case where goods are sold CIF or on the basis of any other international trade terms contained in Incoterms (1980), such term shall apply as if
expressly incorporated herein except so far as any part of the same is inconsistent with any of the provisions contained in these terms.
29. Repairs — Goods returned for repair must be sent to PIPS Technology, Inc., 10511 Hardin Valley Road, Knoxville, TN 37932-1565, with shipping paid by the Customer
and, after repair or exchange, items will be shipped COD to the Customer. All repairs outside of the 12-month warranty are guaranteed for ninety (90) days.
30. Force Maj eure — PIPS shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of PIPS being
prevented, hindered or delayed in the manufacture of the goods by reason of any circumstances whatsoever outside the control of PIPS including but without limit to the
generality of the foregoing: any act of God, riot, strike, lock -out, trade dispute or labor disturbance, accident, breakdown of PIPS facility or PIPS machinery, fire, flood,
difficulty in obtaining workers, materials or transport or any foreign or domestic terrorism.
31. Property Information and Copyright — Any data supplied by PIPS is for use in support ofits manufactured and supplied Goods, Software and/or Services only.
Reproduction or use of supplied data for any other purpose is prohibited, except with the express written permission of PIPS. Any Software supplied is copyrighted. The
Purchaser may copy the Software for backup Or Modification purposes in support of the Purchaser's use of the Software only.
32. License — PIPS grants to Purchaser a non-exclusive royalty free license to use PIPS Software on one computer at any one time. A separate license(s) is required for each
additional computer on which the Software will be used. The Software may be transferred to other computers provided it is first deleted from the previous computerupon
which the Software was loaded. All right, title, and interest in and to the Software shall at all times remain the sole and exclusive property of PIPS. Violation of these terms
immediately terminates said license.
33. Software Updates — PIPS agrees to provide Purchaser, at no charge except for media, preparation and shipping charges, for (1) year from the date ofpurchase, updates to
the Software made at the sole discretion of PIPS. Should Purchaser desire to Purchase Software maintenance for the next subsequent year following the initial year from the
date of purchase, and thereafter on an annual basis, and if PIPS is Still Providing maintenance, Purchaser may purchase the same, annually, at the existing rate.
34. Variation of Conditions — No employee, servant, representative, agent, distributor or any other such person or Organization is empowered to vary these conditions. The
President of PIPS, Inc. can only expressly make any variation with this written agreement.
35, Non -Assignment — The benefit to the Customer of this contract shall not be assigned in whole or in part to any other person, company or agent except with the express prior
written consent of PIPS.
PIPS Technology Terms and Conditions — R3 3 August, 2008
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36. Default and Insolvency —Each of the following shall constitute an "Event of Default" under this Agreement:
The Customer fails to perform or observe any term, covenant Or undertaking in any agreement with PIPS (including failure to pay any amount due to PIPS) and such
default continues for seven (7) calendar days after PIPS gives the Customer written or oral notice of such failure to perform.
The Customer files a voluntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction; the Customer consents to or applies for
appointment of a trustee, receiver, custodian or similar official appointed to take possession of all or substantially all of the Customer's assets and shall not be
dismissed within thirty (30) days after appoint; the Customer makes any assignment for the beriefit of creditors or other arrangement or composition under any laws
for the benefit of insolvents; an order for relief is entered against the Customer under any bankruptcy, reorganization or insolvency law of any jurisdiction or in any
case, proceeding or other action seeking such order remains undismissed for thirty (30) days after its filing; or any writ of attachment, gamishment Or execution is
levied against all or substantially all of the Customer's assets; or all or substantially all of the Customer's assets become subject to any attachment, garnishment,
execution or other judicial seizure, and the some is not satisfied, removed, released or bonded within thirty (30) days after date the writ was levied Or date of the
attachment, gamishment, execution or otherjudicial seizure.
If the Customer is an individual, the Customer shall die.
Upon the occurrence of an Event ofDefault:
a) The Customer shall forthwith, upon demand, deliver to PIPS any goods which are in the possession or control ofthe Customer the property in which remains with
PIPS and, in default thereof, PIPS shall be entitled to repossess the same and for such damage caused thereby and the Customer shall indemnify PIPS from, and
against all actions, proceedings, claims and such like arising; and;
b) PIPS shall be entitled by notice in writing to the Customer to declare that all amounts due are immediately payable (whether under this or any other contract) and all
such amounts shall bear interest in accordance with paragraph 25 from date of notice until payment.
c) PIPS shall have the remedies Provided under the Uniform Commercial Code of the State of Tennessee and other applicable laws of the State of Tennessee for any
breach, default or nonperformance of and provision of this Agreement.
d) No right or remedy given to PIPS hereunder is intended to be exclusive; each shall be cumulative and in addition to any other remedy provided herein or otherwise
available at law or in equity. No failure by PIPS and no delay in exercising any right sball operate as a waiver of that Tight. Nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise of a right, power Or privilege granted hereunder or otherwise.
37. Headings — The headings used in these Terms and Conditions of Sale are for convenience only and shall not affect the construction thereof
38. Entire Contract — This writing constitutes the entire agreement and understanding between the parties as of the date of acceptance by PIPS and shall not thereafter be modified in
any way except in writing by an authorized PIPS representative. No waiver ofthese terms and conditions shall be binding upon PIPS unless made in writing and signed by PIPS.
No conditions, usage oftrade, course ofdealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be
binding unless hereafter made in writing and signed by the party to be bound, and no modification or additional terms shall be applicable to this agreement by PIPS' receipt,
acknowledgement or acceptance or purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein.
No waiver by either party with respect to any breach or default or ofany right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other
breach or default Or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
39. United States Low — The contract shall be governed by, construed, and interpreted in accordance with the laws of the United States ofAmerica and the State of Tennessee
and, for the purpose of the determination of any dispute arising out of or in connection with the contract, the parties hereby submit to the jurisdiction ofthe Tennessee courts.
Any controversy or claim arising out of or relating to this order shall be settled by arbitration held in Knox County, Tennessee, in accordance with the rules ofthe American
Arbitration Association and judgment upon any arbitration award may be entered in any court having jurisdiction. In the event of a dispute under this contract, the
prevailing party shall be entitled to recover its attorney's fees and costs from the other.
Authorized Customer Acceptance:
Signed: Signed:
Name: Name:
Title: Mayor / Mayor Pro-Tem Title:
Date: Date:
ATTEST:
By:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
jeff A. Harrison, City Attorney
PIPS TECHNOLOGY, INC.
PIPS Technology Terms and Conditions — R3 4 August, 2008
-A� — .
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
December 1, 2008
PIPS Technology, Inc.
Attn: Vice President and General Manager
804 Innovation Drive
Knoxville, TN 37932
Re: License Plate Recognition Equipment Purchase Agreement
Dear Sir or Madam:
Transmitted herewith is a fully executed agreement as referenced
above, approved by City Council on December 1, 2008, through
Resolution No. 9784.
If you have any questions regarding this matter, please call Chief of
Police Towles, at (323) 583-8811 ext. 114.
Very truly yours,
Nel .. Gi
City Clerk
NG: dr
c: Purchasing Department
Steve Towles
Resolution No. 9784
Agreement No. 08-117
EJ�cfusivefy Industria(
P M C'e'-i 1
RE
IVOIL 01
fir fuali
A Federal $19nal Company
October 15th, 2008
Lt. Denny Calleros
Vernon Police Department
7001 Santa Fe Avenue
Vernon, CA. 90058
REF: Mobile Law Enforcement License Plate Recognition (ALPR) 3-Camera SYstern with
"PAGIS"
Danny,
Thank you for the opportunity to quote our Mobile Law Enforcement Automated License Plate
Recognition (ALPR) System referred to as PAGIS. PIPS Technology has been the industry
leader In ALPR systems worldwide for over 15 years. When considering an ALPR vendor I
hope you will take Into consideration the following key points about our company:
Our only market focus is specializing in Automatic Ucense Plate Recognition technologies,
As an Original Equipment Manufacturer, we design, manufacture, and develop our own
hardware and software - we control the quality and support of our products from start to
finish.
PIPS offers an ALPR "back -end" analysis software package (BOSS) that provides data -mining
of "historic" license plate Information obtained and stored from dep oyed mob le n
fixed) systems within your department, all I I d
Our technology has passed a rigorous 5-protocol day and night testing procedure by the CHP
with successful capture and plate Interpretation rates of 92% obtained at speeds up to 110
miles per hour in various conditions that simulate the mobile law enforcement environment,
Our durable camera mounts were designed by law enforcement for law enforcement
deployment.
We have an established western U.S. sales and support office based in the Los Angeles Area.
I am pleased to provide you with the following pricing for three (3) three camera LPR systems
"hard" mounted and Integrated Into your existing MDC's in a patrol vehicle.
QTY
DESCRIPTION
3
P362-950-LE-G Police ALPR PAGIS unit to include: three P362 dual
lens cameras with Infrared and color overview; Oil custom camera
cabling; PIPS ALPR processor -trunk mounted; JGPS module; All
required PAGIS and ALPR software Installed on the processor,
61,27.5
3
N/A
UPS-SEVC-FE-MOBILE On -site installation and Training
PIPS -SW -BOSS "Back Oftice Server Software Installed on sheriff de—partment
-hardware - one U) software lice ise per site is required
$4,500
$-0-
Freight
600
$61,275 0 8,25% Tax
$5,o55.18
7-0 TA L
$71,430.18
I 108 E.Raymond Way Phone: (949) 280-1716
Anaheim, Co. 92801 Fax: (949) 770-8824
E-mail: info(&pjpStechnoIocjy.com
A Federal -Signal Company
Page 2
Scooe of Work:
Our quote include installation and training, During that time, our system will be Installed
in your designated vehicles, and you or the appropriate personnel will receive training on
both PAGIS and BOSS by our representative.
Our quote NZEW—des the cost for our Back Office Server Software (BOSS) since you already
have a license with your agency.
All PIPS equipment hardware and software is covered by a one-year parts and labor
warranty. Maintenance agreements are available for both our hardware and software
products. These agreements supply you with upgrades and improvements to Our OCR
engine for enhanced Plate detection capabilities and software Upgrades for BOSS and PAGIS
In addition to all hardware sold by PIPS Technology, Inc.
Please let me know if you require any other information. I can be reached directly at 949-
280-1716 should you have any questions regarding the content of this quotation.
Best Regards,
Kris Robinson
Regional Sales Manager
PIPS Technology, Inc.
1108 E. Raymond Way Phone: (9419) 280-1716
Anaheim, Co. 92801 Fax: (949) 770-8824
E-mail: info65�pipstechnolgay.rom
."0—
Nat PIPS
MW TECHNOLOGY
A Federal Slqnal Company
Statement of Terms, Conditions and Warranties of Sale
PIPS Technology
804 Innovation Drive
Knoxville, TN 37932
www.pil2stechnology. coin
Office: 865-392-5540
In these Conditions of Sale, "PIPS" shall mean PIPS Technology, Inc.; "the Customer" shall mean the purchaser of the goods including all agents, employees, contractors,
subcontractors, and other people acting on the customer's behalfunder these conditions; the "Goods" shall mean the goods referred in the quotation supplied by PIPS.
Acceptance — This is to acknowledge receipt ofyour ("Purchase") order for the PIPS goods ("Goods") and/or licensed software and/or firmware, which are preloaded, or to
be loaded into Goods ("Software") and/or performance of services ("Services"). Performance of any Services or sale of Goods or Software by PIPS is expressly conditioned
upon the terms and conditions herein. Acceptance of offers to purchase Goods, license Software or perform Services is expressly conditioned upon Purchaser's assent to the
terms and conditions contained herein, which assent is acknowledged by Purchaser upon accepting shipment, and shall prevail as the final expression for the parties in the
event ofconflict.
These terms and conditions take precedence over Purchaser's additional or different terms and conditions, to which notice ofobjection is hereby given. Neither
commencement nor delivery by PIPS shall be acceptance ofPurchaser's additional or different terms and conditions. PIPS expects, and Purchaser acknowledges, that if
Purchaser disagrees with the terms contained herein, Purchaser will immediately (i.e.. prior to use) return the Goods or Software to PIPS or cancel performance ofServices
before PIPS commences the performance of such Services.
2. Validity —PIPS reserves the right to amend any errors and/or unintentional omissions on quotations at the time of acceptance of order, Quotations by PIPS do not constitute
an offer and PIPS reserves the right to withdraw or amend the same at any time prior to the issue by PIPS of any acceptance of order. No binding contract shall come into
effect until the Customer's order has been accepted in writing, facsimile or E-mail by PIPS. The Uniform Laws on International Sales are hereby excluded.
3. Price — PIPS reserves the right to increase prices to allow for any increase in cost ofappropriate federal, state and/or local taxes, surcharges, handling and/or shipping fees,
labor and/or materials which may occur before delivery ofthe goods. The prices do not include any export dudes or tariffs payable in respect to the goods nor any costs of
insurance relating thereto. Prices for Goods and Software are FOB shipping point and remain in effect for thirty (30) days from quotation date. Prices quoted for Services
shall remain in effect for the period stated in PIPS' written quotation or proposal for such Services, or, ifnone is stated, for ninety (90) days after the quotation is given. In
all other respects, the quotation and solicitation for offers/orders for Goods, Software or Services may be withdrawn or modified at any time prior to acceptance by PIPS.
4. Taxes — Prices do not include any sales, use, excise, value-added or similar taxes. Liability for all taxes, licenses, or other fees imposed by any governmental authority upon
the production, sale, shipment, or use ofGoods or Software or the performance of Services covered by this solicitation shall be assumed and paid for by the Purchaser, and
Purchaser shall indemnify PIPS against any such liability. Applicable sales or use taxes are billed by PIPS unless suitable exemption certificates are famished by Purchaser
before acceptance by PIPS.
5. Insurance — Where PIPS insures the goods,at its discretion or at the Customer's request, charges for such insurance will be reflected on the invoice. PIPS liability shall be
limited to be amount received by PIPS under such insurance or the value ofthe good whichever is less from which amount deduction may be made by PIPS in respect to any
expenses incurred by PIPS. PIPS shall be under no liability to affect any insurance in respect ofthe good for any period after the passing of the risk as stated in paragraph 2 1
below, notwithstanding that title remains with PIPS.
6. Shipment — Shipping/freight is not included in the price, which is quoted FOB PIPS facility in Knoxville, TN. Shipping to the Customer's premises will, ifrequired by the
Customer, be arranged by PIPS and charged as an extra. Any costs ofinsurance incurred by PIPS in respect ofsuch shipping shall also be charged as an extra and reflected
on the invoice.
Payment — Unless otherwise specified in PIPS' quotation and solicitation for offers, payment terms for Goods, Software and Services are net thirty (30) days from the date
ofPIPS' invoice, payable in United States dollars. Purchaser shall be billed monthly for Services performed. Upon PIPS' failure to receive payment within thirty (30) days,
in addition to any other remedies, which PIPS may have, it shall have the right to (i) repossess Goods and Software as to which hill payment has not been received (ii)
suspend fialher performance under this and/or other agreements with Purchaser, and (iii) terminate this agreement and/or other agreements with Purchaser, which other
agreements PIPS and Purchaser hereby amend accordingly. Purchaser shall be liable for all expenses, including attorney's fees, relating to the collection ofpast due
amounts. On all currency -based transactions, interest of one and one-half percent (1 - 1/2%) per month, eighteen percent (18%) annually or, if I ower, the maximum rate
permitted by law, from the date on which it is due until it is paid, shall be added to past due accounts. Should Purchaser's financial responsibility become unsatisfactory to
PIPS, cash payments or security satisfactory to PIPS may be required by PIPS for future deliveries ofGoods or Software or performance of Services. If such cash payment
or security is not provided, in addition to PIPS' other rights and remedies, PIPS may discontinue deliveries of Goods or Software and/or suspend performance ofServices
without liability. Customer shall be responsible for payment upon receipt ofan invoice, and PIPS shall not be responsible for sending Customer more than one invoice.
8. Destination — PIPS reserves the right to decline or cancel contracts received directly or indirectly where the ultimate destination of the goods is a country with which it is
not lawful for a United States company to trade or where the law ofthe destination country prohibits the importation ofthe goods.
9. Regulation — The Customer, in placing the order with PIPS, is deemed to warrant compliance with every applicable legal or regulatory requirement ofany government or
other relevant authority and those necessary licenses or permits required in connection with the contract have been lawfiilly obtained by the Customer prior to the shipment
of the goods.
10. Consignment— PIPS may make any extra charge as required to ship goods in consignments ofsmaller quantities than originally quoted.
It. Illustrations and Brochures — All descriptive literature and illustrations given are intended as a general guide ofthe goods described and Done of these shall form part of
the contract nor shall any provision contained therein be deemed to be a representation, warranty, term or condition of or relating to the contact or constitute a collateral
contract. All drawings prepared by PIPS in connection with the goods and the copyright of such drawings shall remain at all times the property of PIPS.
12. Specifications — PIPS follows a policy of continual product or component development, which may be implemented without notice and without affecting the validity of this
contract, and PIPS shall not be responsible for providing Customer with any product improvements that occur after the date of sale. PIPS shall not be liable for failure to
attain performance figures stated in the contract unless these have been guaranteed within a specific margin oftolerance.
13. Weights and Measurements — PIPS drawings, descriptive matter, weights, dimensions, and shipping specifications are approximate only, unless specifically guaranteed.
Cable is provided within +10% ofspecified length.
14. Cancellation — Contracts may only be altered or cancelled by the Customer with the written consent ofPIPS who shall, upon giving such consent, be entitled to invoice the
customer for all and any costs and lost profits incurred or that would be incurred as a result ofthe cancellation.
PIPS Technology Terms and Conditions — R3 I August, 2008
rPIPS
If TEC,,,L,,Y
A Federal SIgnal Company
15. Limited Warranty —Hardware Limited Warranty: Purchaser assumes the responsibility for the selection ofa particular Good to achieve its intended results, and for the
installation, use, and results obtained therefrom. Subject to the limitations offiability set forth in Section 16, PIPS warrants the hardware it manufactures to be free from
defects in material and workmanship under normal use for a period of twelve (12) months from the date of purchase. PIPS' obligation under this warranty shall be limited to
the repair or exchange of any part or parts which may prove defective under normal use and service within one (I) year from the date of purchase and which our examination
shall disclose to our reasonable satisfaction to be defective. Any field engineering required to resolve a hardware warTanty item will be billed to the customer on a labor rate
per day basis plus travel and living expenses (billed in accordance with Paragraph 27).
THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON PIPS'PART, AND PIPS
NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE
GOODS. BY USING THE GOODS, THE PURCHASER ACKNOWLEDGES THAT NO OTHER REPRESENTATIONS WERE MADE TO HIM OR RFLIED UPON
BY HIM WITH RESPECT TO THE QUALITY AND FUNCTION OF THE GOODS HEREIN SOLD.
This warranty does not extend to any losses or damages due to inisuse, accident, abuse, neglect, nonnal wear and tear, negligence (other than PIPS'), unauthorized
modification or alteration, use beyond rate capacity, or improper installation, maintenance or application. To the extent that Purchaser or its agents has supplied
specifications, information, representation ofoperating conditions or other data to PIPS in the selection or design ofthe Goods and the preparation ofPIPS' quotation, and in
the event that actual operating conditions or other conditions differ from those represented by Purchaser, any warranties or other provisions contained herein which are
affected by such conditions shall be null and void.
Ifwithin thirty (30) days after Purchaser's discovery of any warranty defects within the warranty period, Purchaser notifies PIPS thereofin writing, PIPS shall, at its option,
repair, correct or replace F.O.B. point ofmanufacture, or refund the purchase price for, that portion ofthe Goods found by PIPS to be detective. Failure byPurchaser to give
such written notice within the applicable time period shall be deemed an absolute and unconditional waiver ofPurchaser's claim for such defects. Goods repaired or
replaced during the warranty period shall be covered by the foregoing warranty for the remainder ofthe original warranty period or ninety (90) days from the date of
shipment, whichever is longer.
Purchaser assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use ofGoods, either
alone or in combination with other products/components.
Software Limited Warran : Subject to the limitations in Section 16, PIPS warrants the media (CD ROM, diskette,etc) upon which Software is firmished, but not the
Software itself, to be free from defects in material, and workmanship for a period of one (1) year from the date ofpurchase. Our obligation under the soffivare warranty shall
be limited to repair or replacement ofthe defective media during the one (1) year period. Defective media shall be returned prepaid to PIPS for service. PIPS reserves the
right to determine in its sole discretion whether to repair or replace the defective media.
PIPS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SOFTWARE, AND IT IS LICENSED "AS IS." THIS LICENSE Is MADE ON
THE EXPRESS UNDERSTANDING THAT THERE IS NO IMPLIED WARRANTY, THAT THE SOFTWARE SHALL BE MERCHANTABLE, AND NO IMPLIED
WARRANTY THAT THE SOFTWARE SHALL BE FIT FOR ANY PARTICULAR PURPOSE. BY USE OF THE SOFTWARE, THE PURCHASER
ACKNOWLEDGES THAT HE IS NOT RELYING ON PIPS'SKILL OR JUDGEMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR ANY
PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES ON SOFTWARE WHICH EXTEND BEYOND THE DESCRIPTION HEREOF.
Service Warrant : PIPS warrants to Purchaser that Services provided will be performed by trained personnel using proper equipment and instrumentation for the particular
Service provided. Any analysis ofdata, subsequent recommendations and other Services will be in accordance with established industry standards and practices, as
applicable.
EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, PIPS EXTENDS NO WARRANTIES OF ANY KIND TO SERVICES, EQUIPMENT OR MATERIALS AND
HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPP ESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear and tear, negligence (other than PIPS'), unauthorized
modification or alteration, use beyond rate capacity, or improper installation, maintenance or application. To the extent that Purchaser or its agents has supplied
specifications, information, representation ofoperating conditions Or other data to PIPS in the selection or design oftbe Services and the preparation of PIPS ' quotation, and
in the event that actual operating conditions or other conditions differ from those represented by Purchaser, any warranties or other provisions contained herein which are
affected by such conditions shall be null and void.
Eguipment Manufactured by Others: Computer equipment and peripherals sold by PIPS, but manufactured by other companies, carries the manufacturer's original warranty,
and PIPS does not warrant and shall not be liable for equipment or instruments supplied by PIPS but manufactured by others.
16. Limitation ofRemedy and Liability — THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO
REPAIR, CORRECTION REPLACEMENT, PROPER PERFORMANCE, OR REFUND OF THE PURCHASE PRICE AS NOTED IN SECTION 15. BECAUSE OF THE
NATURE OF THE GOODS, SOFTWARE AND/OR SERVICES AND THE CIRCUMSTANCES PECULIAR TO IT OR THEM, THE PURCHASER
ACKNOWLEDGES THAT THE EXCLUSION OF REMEDIES IS NEITHER UNREASONABLE NOR UNCONSCIONABLE.
PIPS SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM
OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL
PIPS'LIABILITY TO PURCHASER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY PURCHASER FOR THE SPECIFIC GOODS, SOFTWARE
AND/OR SERVICES PROVIDED BY PIPS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. PURCHASER AGREES THAT IN NO EVENT SHALL PIPS'
LIABILITY TO PURCHASER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term
"consequential damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss ofuse or revenue cost ofcapital or loss or damage to
property or equipment.
It is expressly understood that any technical advice furnished by PIPS with respect to the use of the Goods, Software or in connection with the Services is given without
charge, and PIPS assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Purchaser's risk.
17. Inspection — There shall be no special tests of the goods except as provided for either in PIPS quotation or in the Customer's order and, if the Customer fails, after fourteen
(14) business days notice, to attend or to be represented at any such tests, they maybe conducted by PIPS in the Customer's absence. Results of such tests will be binding
upon the Customer, Further, if the goods fail to meet such tests, the Customer may reject the goods within ten (10) business days of the date of delivery to the Customer.
After this time, ifnot rejected, the goods shall be deemed accepted. During the fourteen business day time period, the Customer must provide to PIPS in writing the specific
reasonts the goods are being rejected. If no such writing is provided, the goods are deemed to have been accepted by the Customer.
PIPS Technology Terms and Conditions — R3 2 August, 2008
pips
NW TECHNOLOGY
A Federal Signal Company
18. Indicated Delivery Dates — Delivery dates are approximate only and PIPS shall be under no liability to the Customer in respect of any delay or non -delivery of the goods
however caused.
19. Partial Deliveries — PIPS reserves the right to dispatch part ofthe order and each installment shall be separately invoiced and paid for when due without regard to
subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of the obligation to accept remaining deliverables. The order shall not be
cancelable by the Customer for delays in delivery of any installment.
20. Date and Place of Deliveries — Delivery shall be FOB PIPS facility in Knoxville, TN. The Customer is responsible for all shipping costs to the final point ofdestination.
Shippingidiall take place when the Customer receives PIPS invoice addressed to the Customer informing the Customer that the goods are ready for dispatch. Where such
invoice is sent to the Customer by the United States Postal Service, it shall be conclusively presumed to have been received by the Customer on the fifth working day after
mailing in the United States.
21. Risk — The risk ofloss in the goods will pass to the Customer on delivery in accordance with paragraph 20 above.
22. Labeled and Listed Products — Whenever the goods comprise products which have been certified as labeled and listed by approved certification authorities ("Labeled and
Listed Products"), it is the sole responsibility ofthe Customer to ensure that the Labeled and Listed Products are operated and serviced ordy in accordance with the
instructions contained in any relevant PIPS product user and maintenance manual in accordance with PIPS guidelines referred to in paragraph 15.
23. Storage and Delayed Delivery — Ifthe Customer fails to give instructions for shipment within fourteen (14) days ofreceived advice from PIPS that the goods are ready for
shipment (as provided by paragraph 20 above), payment shall be due forthwith and PIPS shall be entitled to store the goods at any available place at the Customer's risk and
expense.
24. Property — Ownership of goods will pass to the Customer when PIPS has received payment in full and, until such time as this shall occur, the goods shall be stored by the
Customer separately from all other goods and shall be clearly marked by the Customer as being the property ofPIPS.
25. Shortage in Delivery or Damage or Loss in Transit.— PIPS shall in no way be responsible for any breakage or loss ofgoods in transit and shall be under no liability to
affect any insurance in this respect unless otherwise previously agreed. Both the carrier concerned and PIPS must be advised in writing of all shortages in quantity delivered
and any breakage or loss within three (3) days ofthe consignment. In the event ofthe goods failing to reach their destination, both the carrier and PIPS must be notified of
this in writing within seven (7) days after the date on which the Customer was advised that the goods had been shipped. As further security for payment ofthe price ofthe
goods by Customer, Customer hereby grants to PIPS a security interest in the goods.
26. Commissioning — The quotation does not include corrunissioning and installation services unless expressly stated otherwise. IfPIPS is requested to supply:
a) Descriptive literature or instructions other than one (1) copy in English for the operation ofthe equipment, or
b) The services of any PIPS' engineer on -site for the purpose of checking, servicing, or commissioning, an extra charge will be made. Any complaints regarding the
quality ofsuch service must be made to the President ofPIPS within seven (7) business days ofthe said services being carried out.
27. Subsistence and Other Travel Expenses — Meals, transportation, lodging, and miscellaneous expenses are considered travel expenses and are billed at actual cost plus a ten
percent (10%) administrative fee. Iftime required to complete work is extended at the Purchaser's request, travel and living expenses will also increase. Travel hours
consumed by the PIPS engineer will be incorporated within the daily rate for services performed. The cost of shipping supplies required for Services are likewise charged at
cost plus ten percent (10%). Payment ofall travel and living expenses are in accordance with the payment terms defined in paragraph 7.
28. Overseas Sales — In any case where goods are sold CIF or on the basis of any other intemational trade terms contained in Incoterms (1980), such tenri shall apply as if
expressly incorporated herein except so far as any part ofthe same is inconsistent with any ofthe provisions contained in these terms.
29. Repairs — Goods returned for repair must be sent to PIPS Technology, Inc., 10511 Hardin Valley Road, Knoxville, TN 37932-1565, with shipping paid by the Customer
and, after repair or exchange, items will be shipped COD to the Customer. All repairs outside of the 12-month warranty are guaranteed for ninety (90) days.
30. Force Majeure — PIPS shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result ofPIPS being
prevented, hindered or delayed in the manufacture ofthe goods by reason;ofany circumstances whatsoever outside the control ofPIPS including but without limit to the
generality ofthe foregoing: any act ofGod, riot, strike, lock -out, trade dispute or labor disturbance, accident, breakdown ofPIPS facility or PIPS machinery, fire, flood,
difficulty in obtaining workers, materials or transport or any foreign or domestic terrorism,
31. Property Information and Copyright — Any data supplied by PIPS is for use in support ofits manufactured and supplied Goods, Software and/or Services only.
Reproduction or use of supplied data for any other purpose is prohibited, except with the express written permission of PIPS. Any Software supplied is copyrighted. The
Purchaser may copy the Software for backup or modification purposes in support of the Purchaser's use of the Software only.
32. License — PIPS grants to Purchaser a non-exclusive royalty free license to use PIPS Software on one computer at any one time. A separate license(s) is required for each
additional computer on which the Software will be used, The Software may be transferred to other computers provided it is first deleted from the previous computer upon
which the Software was loaded. All right, title, and interest in and to the Software shall at all times remain the sole and exclusive property of PIPS. Violation of these terms
inimediately terminates said license.
33. Software Updates — PIPS agrees to provide Purchaser, at no charge except for media, preparation and shipping charges, for (1) year from the date ofpurcbase, updates to
the Software made at the sole discretion of PIPS. Should Purchaser desire to purchase Software maintenance for the next subsequent year following the initial year from the
date ofpurchase, and thereafter on an annual basis, and if PIPS is still providing maintenance, Purchaser may purchase the same, annually, at the existing rate.
34. Variation of Conditions — No employee, servant, representative, agent, distributor or any other such person or organization is empowered to vary these conditions. The
President ofPIPS, Inc. can only expressly make any variation with this written agreement.
35. Non -Assignment — The benefit to the Customer ofthis contract shall not be assigned in whole or in part to any other person, company or agent except with the express prior
written consent ofPIPS,
PIPS Technology Terms and Conditions — R3 3 August, 2008
r PIPS
If T,.,,.L.,Y
A Federal Signal Company
36. Default and Insolvency —Each of die following shall constitute an "Event of Default" under this Agreement:
Ile Customer fails to perform or observe any term, covenant or undertaking in any agreement with PIPS (including failure to pay any amount due to PIPS) and such
default continues for seven (7) calendar days after PIPS gives the Customer written or oral notice of such failure to perform.
The Customer files a voluntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction; the Customer consents to or applies for
appointment of a trustee, receiver, custodian or similar official appointed to take possession of all or substantially all of the Customer's assets and shall not be
dismissed within thirty (30) days after appoint; the Customer makes any assignment for the benefit of creditors or other arrangement or composition under any laws
for the benefit of insolvents; an order for relief is entered against the Customer under any bankruptcy, reorganization or insolvency law of any jurisdiction or in any
case, proceeding or other action seeking such order remains undistriissed for thirty (30) days after its filing; or any writ of attachment, gamishinent or execution is
levied against all or substantially all of the Customer's assets; or all or substantially 0 of the Customer's assets become subject to any attachment, gamishment,
execution or other judicial seizure, and the same is not satisfied, removed, released or bonded within thirty (30) days after date the writ was levied or date of the
attachment, garnishment, execution or otherjudicial seizure.
Ifthe Customer is an individual, the Customer shall die.
Upon the occurrence of an Event ofDefault:
a) The Customer shall forthwith, upon demand, deliver to PIPS any goods which are in the possession or control ofthe Customer the property in which remains with
PIPS and, in default thereof, PIPS shall be entitled to repossess the same and for such damage caused thereby and the Customer shall indemnify PIPS from, and
against all actions, proceedings, claims and such like arising; and;
b) PIPS shall be entitled by notice in writing to the Customer to declare that all amounts due are immediately payable (whether under this or any other contract) and all
such amounts shall bear interest in accordance with paragraph 25 from date ofnotice until payment.
c) PIPS shall have the remedies provided under the Uniform Commercial Code of the State of Tennessee and other applicable laws of the State of Tennessee for any
breach, default or nonperformance of and provision ofthis Agreement.
d) No right or remedy given to PIPS hereunder is intended to be exclusive; each shall be cumulative and in addition to any other remedy provided herein or otherwise
available at law or in equity. No failure by PIPS and no delay in exercising any right shall operate as a waiver ofthat right. Nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise ofa right, power or privilege granted hereunder or otherwise.
37. Headings — The headings used in these Terms and Conditions ofSale are for convenience only and shall not affect the construction thereof
38. Entire Contract — This writing constitutes the entire agreement and understanding between the parties as ofthe date ofacceptance by PIPS and shall not thereafter be modified in
any way except in writing by an authorized PIPS representative. No waiver ofthese terms and conditions shall be binding upon PIPS unless made in writing and signed by PIPS.
No conditions, usage oftrade, course ofdealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be
binding unless hereafter made in writing and signed by the party to be bound, and no modification or additional terms shall be applicable to this agreement by PIPS' receipt,
acknowledgement or acceptance or purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to those set forth herein.
No waiver by either party with respect to any breach or default or of any right or remedy, and no course oftlealing, shall be deemed to constitute a continuing waiver of any other
breach or default or ofany other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
39. United States Law — The contract sball be governed by, construed, and interpreted in accordance with the laws ofthe United States of America and the State ofTennessee
and, for the purpose of the determination ofany dispute arising out of or in connection with the contract, the parties hereby subinit to the jurisdiction ofthe Tennessee courts.
Any controversy or claim ruising out ofor relating to this order shall be settled by arbitration held in Knox County, Tennessee, in accordance with the rules ofthe American
Arbitration Association and judgment upon any arbitration award maybe entered in any court having jurisdiction. In the event ofa dispute tinder this contract, the
prevailing party shall be entitled to recover its attorney's fees and costs from the other.
Authorized Customer Acceptance:
Signed:
Name: Leonis C. Malburg
Tide: Mayor
Date: IgIl /0
TTEST:
MjANUELA G�I4RO, ity Clerk
APPROVED AorO FORM:
*A. 11YRRISON, City Attorney
J V
V/0
f-26, -09
PIPS Technology Terms and Conditions — R3 4 August, 2008
Memo
APPROVED DEC 0 1 '08 CITY COUNCIL
CITY CLERK DISTRIBUTION
1111SW - JUNI
h
N ( J V 1 ('21, Z 0 0 8
To: Martha Valenzuela, Purchasing Agent
C � T Y CL' [.1RK'S 0 F
From: Dolores Jaunzemis, Purchasing Assistan+
Date: November 18,2008
Re: Automated License Plate Recognition System (ALPR) KrIs T194
Attached for your approval is requisition # 0003414. The Police Department is requesting
purchase of (3) ALPR 3-Camera Systems with "PAGIS". Currently, the department has one
patrol vehicle with this system in use and has had much success in recovering stolen vehicles.
This a patrol -car based license plate recognition system that scans surrounding area for license
plates which then checks against databases for stolen vehicles, wanted felons, Amber alerts,
etc. In the event of a "hit", an audible and visual alert notifies the officers. The officer will no
longer be distracted from his driving in order to check on vehicles, The department can also
add to the state's stolen vehicle database in order to be queried.
The department is requesting purchase directly through the manufacturer, Pips Technology,
The approximate cost for 3 units including on -site installation and training is $71, 401.18
(sales tax included). Also included is a one-year warranty on parts and labor. The department
will seek reimbursement through the Buffer Zone Protection Program (BZPP), The
equipment must be received and paid for before the end of this calendar year.
0 Page 1
T,
ReqMstr Requisition Master Report Page: 4
11/17/2008 10:29:32AM CITY OF VERNON
Document #:
4342
Date:
11/12/2008
Year: 2009
Requisition #:
0003414
Description:
BZPP ORDER - ALPR
Requestor:
ROBERTSON, DANITA
Requested for:
WINEGAR, JERRY
Apprvl Queue:
police
Group:
drobertson
Combine: N
Current Aprv:
JAUNZEMIS, DOLORES
LvI:
3
Prev: TOWLES, STEVEN
PO Type:
reg
Confirming:
N
PO #:
Blanket exp:
$Limit - PO:
Tran:
Contact:
ROBERTSON, DANITA
Phone: (323) 583-8811 x1 10
Text Code:
Restock:
N
Department:
1031
Order Placement:
Requestor
R pqu
Type Item code Whse
Quantity
Units
Unit Cost Extension
9
3.00
ea
20,425,00000 61,275.00
Tax cd: s
Comm cd:
1099 box:
FA? y Fund Typ: G
Allow partial: N Allow backorder: N
P362-950-LE-G: Police ALPR PAGIS unit
'to include three P362 dual lens cameras
with Infrared and color overview; all
custom camera cabling; PIPS ALPR
processor -trunk mounted; GPS module;
all required PAGIS and ALPR software
installed on the processor
Account(s) Project Account(s) Acct %
Amount
E 0 11. 1031.850000 E 096001.6050.6130 100.00
61,275.00
RFQ: N Encumber: Y
Vendor: 003278 PIPS TECHNOLOGY
Selected: Y
Order from: 6320 CANOGA AVENUE, STE. 1500 WOODLAND HILLS, CA 91367
Pay to: 6320 CANOGA AVENUE, STE. 1500 WOODLAND HILLS, CA 91367
FOB Point:
Desired: 12/01/2008 Required: 12/01/2008
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:
P,
dquist#Oo� ervico,
Type Item Code
Amount
s
4,500.00
Tax cd: Comm cd: 1099 box: FA? N
PIPS-SRVC-FE-MOBILE: On -site
Installation and Training -
At No Cost: PIPS -SW -BOSS -
Back Office Server Software installed
on the police department hardware; one
(1) software license per site required
Account(s) Project Account(s) Acct %
Amount
E 0 11. 1031.850000 E 096001.6050.6130 100.00
4,500.00
Page: 4
ReqMstr Requisition Master Report Page: 5
11/17/2008 10:29:32AM CITY OF VERNON
Document #: 4,342 (Continued)
Requisition #: 0003414
RFQ:
N
Encumber: Y
Vendor:
003278
PIPS TECHNOLOGY
Selected:
Y
Order from:
6320 CANOGA AVENUE, STE. 1500 WOODLAND HILLS, CA 91367
Pay to:
6320 CANOGA AVENUE, STE. 1500 WOODLAND HILLS, CA 91367
FOB Point:
Desired:
12/01/2008
Required: 12/01/2008
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:
R 0 u 10 nFref
'q J�sP'
Type Item Code
Amount
f
600.00
Tax cd:
1099 box:
Freight
Account(s)
Project Account(s) Acct % Amount
E 0 11. 1031.850000
E 096001.6050.6130
100.00
RFQ: N Encumber: Y
Vendor: 003278 PIPS TECHNOLOGY
Selected: Y
Order from: 6320 CANOGA AVENUE, STE. 1500 WOODLAND HILLS, CA 91367
Pay to: 6320 CANOGA AVENUE, STE, 1500 WOODLAND HILLS, CA 91367
FOB Point:
Desired: 12iOl/2008 Required: 12/01/2008
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:
Requisition, Tax
Type Document Source Amount
tax P0 5,055.19
Tax cd: S Comm cd: 1099 box: FA?
Account(s)
E 0 11. 1031.850000
Project Account(s)
Acct %
Amount
E 096001.6050.6130
100.00
5,065.19
Total:
71,430.19
Page: 5
r1r 11,VLX, 4A U-M
A Federal Signal Company
October 15th, 2008
Lt. Danny Calleros
Vernon Police Department
7001 Santa Fe Avenue
Vernon, CA, 90058
REF: Mobile Law Enforcement License Plate Recognition (ALPR) 3-Camera System with
"PAGIS"
Danny,
Thank you for the opportunity to quote our Mobile Law Enforcement Automated License Plate
Recognition (ALPR) System referred to as PAGIS. PIPS Technology has been the industry
leader In ALPR systems worldwide for over 15 years. When considering an ALPR vendor I
hope you will take Into consideration the following key points about our co I mpany:
0 Our only market focus is specializing in Automatic License Plate Recognition technologies,
N As an Original Equipment Manufacturer, we design, manufacture, and develop our own
hardware and software - we control the quality and support of our products from start to
finish.
0 PIPS offers an ALPR "back -end" analysis software package (BOSS) that provides data -mining
of "historic" license plate Information obtained and stored from all deployed mobile (and
fixed) systems within your department.
Our technology has passed a rigorous 5-protocol day and night testing procedure by the CHIP
with successful capture and plate Interpretation rates of 920/0 obtained at speeds up to 110
miles per hour in various conditions that simulate the mobile law enforcement environment.
Our durable camera mounts were designed by law enforcement for law enforcement
deployment.
We have an established western U.S. sales and support office based in the Los Angeles Area.
I am pleased to provide you with the following pricing for three (3) three camera LPR systems
'hard" mounted and Integrated into your existing MDC's in a patrol vehicle.
QTY
DESCRIPTION
3
P362-9SO-LE-G Police ALPR PAGIS unit to include: three P362 dual
lens cameras with Infrared and color overview; all custom camera
cabling- PIPS ALPR pr ces5or-trunk mounted; GPS module; All
requiQ PAGIS and AOLPR software installed on the processor.
$ 61,275
N/A
L3
2LP_S_SRVC-FE-MOBXLC On -site Installation and Training
PlPS-SW-BOSS "Back Office Server Software installed on sheriff department
hardware - one (1) software license per site is required
$4,5 0
$-0-
Freight
$ 6 0
Tax
$5,055.18
fO _TA L
$71,430.18
1108 E.Raymond Way Phone: (949) 280-1716
Anaheim, Ca. 92801 Fax: (949) 770-8824
E-mail: 1nfo(&piystecfta212gy.com
A Federal Signal Company
Page 2
Stope of Work:
Our quote inglMde installation and training, During that time, our system will be Installed
in your designated vehicles, and you or the appropriate personnel will receive training on
both PAGIS and BOSS by our representative.
Our quote gKaydes the cost for our Back Office Server Software (BOSS) since you already
have a license with your agency.
All PIPS equipment hardware and software is covered by a one-year parts and labor
w a rra nty. Maintenance agreements are available for both our hardware and software
products. These agreements supply you with upgrades and improvements to our OCR
engine for enhanced plate detection capabilities and software upgrades for BOSS and PAGIS
In addition to all hardware sold by PIPS Technology, Inc.
Please let me know if you require any other information. I can be reached directly at 949-
280-1716 should you have any questions regarding the content of this quotation.
Best Regards,
Kris Robinson
Regional Sales Manager
PIPS Technology, Inc.
1108 E. Raymond Way Phone: (949) 280-1716
Anaheim, Ca. 92801 Fax: (949) 770-8824
E-mail: infoC&piPsteqhnqj9_qy.q2m