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HomeMy WebLinkAboutIES ELECTRONICS INDUSTRIESA-1 999- 144 THIS AGREEMENT is entered into on the "'?d day of 19 9 9, by and b6tween the City of Santa Ana, a charter city and municipal corporation of the state of California, (hereinafter CITY) and IES ELECTRONICS INDUSTRIES, USA, INC. (hereinafter ELECTRONICS INDUSTRIES)) for the purchase of the Range 2000 Millennium Interactive Multimedia Force -Control Digital Simulator and related equipment as identified in attachment "A" (RANGE 2000 SIMULATOR), training of CITY personnel in the use of the RANGE 2000 SIMULATOR, and software updates, as delineated in this AGREEMENT. WHEREAS, the CITY has need for special equipment for the training officers in the use of force, ranging from firearms to verbalization, WHEREAS, ELECTRONICS INDUSTRIES produces a use of force simulator that meets the specific requirements of the City of Santa Ana Police Department, NOW THEREFORE, the parties mutually agree as follows-, SCOPE OF SERVICES ELECTRONICS INDUSTRIES agrees to sell to the CITY their RANGE 2000 SIMULATOR, and related equipment as described in attachment "A," train CITY Personnel in the use of the RANGE 2000 SIMULATOR, provide maintenance and/or repairs on the Range 2000 during the warranty period and provide software upgrades during the first year after purchase. 111112 1; is] :4 1 : A I Lei IZ K01 A. -ELECTRONICS INDUSTRIES shall sell to the CITY anew, fully functional RANGE 2000 SIMULATOR which shall be delivered to the City of Santa Ana Police Department within thirty (30) calendar days of the signing of this AGREEMENT, B. ELECTRONICS INDUSTRIES agrees to provide a four (4) day training session on the RANGE 2000 SIMULATOR to six (6) CITY employees. The training shall be provided at a location designated by the CITY and shall consist of training in the set-up, operation, routine maintenance and use of the RANGE 2000 SIMULATOR. Such training shall be scheduled to coincide with the delivery of the RANGE 2000 SIMULATOR. Page I of 7 C. ELECTRONICS INDUSTRIES agrees to provide software updates, as they are developed, during the first year following the delivery of the RANGE 2000 SIMULATOR at ELECTRONICS INDUSTRIES' expense. If the software updates require physical modifications to the RANGE 2000 SIMULATOR, ELECTRONICS INDUSTRIES agrees to provide, in a timely manner, such physical modification. 3. COMPENSATION ELECTRONICS INDUSTRIES agrees to sell the RANGE 2000 SIMULATOR to the CITY for $74,500.00, This sum includes the RANGE 2000 SIMULATOR as described in attachment 'A" hereto. This sum also includes the training to be provided by ELECTRONICS INDUSTRIES to CITY employees and any software upgrades developed within one year of the delivery date. It is mutually agreed between the parties thereto that the sums to be paid by the CITY for the products and services provided by ELECTRONICS INDUSTRIES to CITY shall be payable 2%/10, Net 60, after ELECTRONICS INDUSTRIES's invoice detailing work satisfactorily performed. A. Taxes The sales price of the RANGE 2000 SIMULATOR does not include sales and/or use taxes. All such sales and/or use taxes paid by ELECTRONICS INDUSTRIES shall be reimbursed by the CITY and shall be due and payable to ELECTRONICS INDUSTRIES on the same terms as the purchase price. 4. TITLE, RISK OF LOSS AND SHIPMENT Neither legal nor equitable title on the RANGE 2000 SIMULATOR, shall pass to CITY until payment in full for the same has been received by ELECTRONICS INDUSTRIES. Until such payment in full has been made, CITY shall hold any goods as bailee for ELECTRONICS INDUSTRIES. Risk in any goods shall pass to CITY upon undamaged delivery of such goods to the City of Santa Ana Police Department. ELECTRONICS INDUSTRIES shall be responsible for shipping charges. Buyer shall be responsible for the full replacement value of the RANGE 2000 SIMULATOR and its related equipment between the delivery and the passing of title to the CITY. A. Acceptance of Delivery by City CITY shall not accept delivery of goods which evidence damage in transit. If CITY refuses to accept goods which appear to have been damaged in transit, CITY shall immediately inform ELECTRONICS INDUSTRIES of the observed damage as well as the person attempting delivery. 5. CANCELLATION CITY agrees that ELECTRONICS INDUSTRIES shall not be liable for any delay in delivering the RANGE 2000 SIMULATOR due to any cause beyond its control. Such Page 2 of 7 causes include, but are not limited to, strikes, acts of God, lot failure, acts of CITY, interruptions of transportation or inability to obtain necessary labor, materials, or facilities. In the event of such delays, ELECTRONICS INDUSTRIES shall immediately inform CITY of the expected delay and provide CITY with an expected date of delivery. Nothing in this paragraph prevents the CITY from canceling their order for the RANGE 2000 SIMULATOR based on the failure of ELECTRONICS INDUSTRIES to meet their initial delivery date. 6. WARRANTY ELECTRONICS INDUSTRIES shall be responsible for the repair or replacement of defective RANGE 2000 SIMULATOR and/or related equipment for a period of one-year from the date of receipt by the CITY. Should repair or replacement be needed, CITY shall notify, both verbally and by facsimile, ELECTRONICS INDUSTRIES of the need for repair. CITY shall be responsible for the costs of shipping the defective equipment to ELECTRONICS INDUSTRIES. Once a piece of defective equipment is received by ELECTRONICS INDUSTRIES, ELECTRONICS INDUSTRIES shall, if the equipment cannot be repaired within 72 hours, immediately ship a temporary replacement for the defective equipment to CITY, at ELECTRONICS INDUSTRIES's expense. Upon the repair or ELECTRONICS INDUSTRIES's decision to replace the defective equipment, ELECTRONICS INDUSTRIES shall provide such replacement equipment to the CITY prior to the return of the temporary replacement. All shipping charges other than the original shipment of the defective equipment shall be at the expense of ELECTRONICS INDUSTRIES. A. ELECTRONICS INDUSTRIES is not responsible for the repair of the RANGE 2000 SIMULATOR or related equipment that is not defective in its design, construction or implementation. Damage caused by the CITY, whether intentional or unintentional, shall not be covered by this warranty. 7. INDEMNIFICATION A. ELECTRONICS INDUSTRIES shall indemnify, defend and save CITY harmless from and against any and all claims for damages, including bodily injury and property damage, arising from use of the RANGE 2000 SIMULATOR that result from defects in the RANGE 2000 SIMULATOR. & ELECTRONICS INDUSTRIES shall indemnify, defend and save CITY harmless from and against any and all claims made by ELECTRONICS INDUSTRIES trainers, whether ELECTRONICS INDUSTRIES' employees or independent contractors employed by ELECTRONICS INDUSTRIES, who are injured as a result of the set-up, operation, training or use of the RANGE 2000 SIMULATOR in the training given to CITY employees. C. CITY shall indemnify, defend and save ELECTRONICS INDUSTRIES harmless from and against any and all claims for damages, including bodily injury and property damages, arising from the use of the RANGE 2000 SIMULATOR that is not related to defects in the equipment. Page 3 of 7 D. Neither party hereto may assert against the other party any claim in connection with this AGREEMENT unless the asserting party has given the other party written notice of the claim within one (1) year after the asserting party first knew or should have known of the facts giving rise to such claim. 8. INSURANCE A. ELECTRONICS INDUSTRIES shall provide worker's compensation insurance as required by Colorado law. In addition, ELECTRONICS INDUSTRIES shall carry comprehensive general liability insurance, including product, contractual, and broad form vendor's coverage, with minimum limits of one million dollars ($1,000,000.00). ELECTRONICS INDUSTRIES shall furnish to CITY a certificate of insurance indicating that such insurance is in effect. B. Comprehensive General Liability Insurance shall contain the following clauses: 1) "The City of Santa Ana is added as an additional insured as respects operations of the named insured performed under AGREEMENT with the City of Santa Ana." 2) "It is agreed that any insurance maintained by the City of Santa Ana shall apply in excess and not contribute with, insurance provided by this policy." C. If ELECTRONICS INDUSTRIES fails or refuses to procure or maintain the insurance required by this paragraph or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this AGREEMENT. 9. PATENT & COPYRIGHT INDEMNIFICATION CITY agrees to indemnify, defend and save ELECTRONICS INDUSTRIES harmlesa, at its expense, from any suits against ELECTRONICS INDUSTRIES based upon a claim that any product furnished hereunder by ELECTRONICS INDUSTRIES to CITY, which was designed by CITY, infringes a patent or copyright. CITY'S indemnification and defense is conditioned on the cooperation and assistance of ELECTRONICS INDUSTRIES in defense of same. 10. EXPORTATION CITY agrees that it will not in any form export, resell, strip or divert any product or technical data or software furnished by ELECTRONICS INDUSTRIES to any country for which the United States Government or any agency thereof at the time of export or re- export requires an export license or other governmental approval without first obtaining such license or approval. Page 4 of 7 11. SOFTWARE LICENSE CITY is hereby granted a non -transferable, non-exclusive, fully paid, perpetual license to use any software purchased in conjunction with any system purchased under this AGREEMENT, solely for use by CITY for its internal business purposes. CITY receives no title or ownership rights to such software. CITY agrees that it shall not decompile, reverse engineer or otherwise attempt to gain access to the software source code. Except for the license granted in this section, all right, title and interest in the software and documentation shall remain exclusive property of ELECTRONICS INDUSTRIES or its licensors. 12. NOTIFICATION All notices or other communication hereunder shall be deemed to be duly given when made in writing and delivered in person or deposited in the United States Mail, postage paid, certified mail, return receipt requested and addressed as follows: To CITY: Lieutenant Collie Provence City of Santa Ana Police Department 60 Civic Center Plaza, M-97 PO Box 1981 Santa Ana, CA 92702 Telephone: (714) 245-8050 Facsimile: (714) 245-8097 To ELECTRONICS INDUSTRIES: Shelley Tirell IES Electronics Industries, USA, Inc. 8250 E. Park Meadows Drive, Suite 110, Littleton, CO 80124 Telephone: (303) 662-1212 Facsimile: (303) 652-1211 13. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This AGREEMENT represents the complete and exclusive statement of this AGREEMENT between the CITY and ELECTRONICS INDUSTRIES, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by the CITY and by an authorized representative of ELECTRONICS INDUSTRIES. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate ELECTRONICS INDUSTRIES nor the CITY. 14. NON -ASSIGNMENT OF AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of ELECTRONICS INDUSTRIES, ELECTRONICS INDUSTRIES may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. Page 5 of 7 1 v. EMPLOYMENT STATUS. ELECTRONICS INDUSTRIES shall, during the entire term of the AGREEMENT, be construed to be an independent Contractor and not an employee of the CITY. This AGREEMENT is not intended nor shall it be construed to create an employer -employee relationship, a join venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which ELECTRONICS INDUSTRIES performs the services which are the subject matter of the AGREEMENT; provided always, however, that the services to be provided by ELECTRONICS INDUSTRIES shall be provided in a manner consistent with all applicable standards and regulations governing such services. 16. CONFLICT OF INTEREST CLAUSE ELECTRONICS INDUSTRIES covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this AGREEMENT. 17. CERTIFICATION OF NONDISCRIMINATION ELECTRONICS INDUSTRIES shall not discriminate because of race, color, religion, sex, sexual orientation, age, national origin, disability or status as a Vietnam Veteran, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. ELECTRONICS INDUSTRIES affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. VALIDITY If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 19. LAWS GOVERNING THIS AGREEMENT This AGREEMENT and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. Page 6 of 7 For the purposes of this AGREEMENT, Lieutenant Collie Provence, or his designee, will be the CITY's Project Manager. All project responsibilities and/or correspondence shall be sent to Collie Provence, IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be signed by their duly authorized representatives the day and year first above written. ATTEST: .Janie C. Guy Clerk of the Council Hugh Halford Assistant City Attorney APPROVED AS TO CONTENT �_ ,Milk of 71 City Manager RECOMMENDED FOR APPROVAL: Paul M. Walters Chief of Police CITY OF SANTA ANA, a municipal corporation of the State of California A4 Miga6l'A. Pulido Mayor ELECTRONICS INDUSTRIES qoKy Ottd�-' t-,W6 President 84-133k4089 <i(l - I Ll () S C, Employer ID # or Individual SS # ATTEST: Shelley Tirell Page 7 of 7 J03bb2i Zl l 1Eb Ll )A Z2'karanics Industries UM, Inc. "CONFIDENTIAL" -11L Santa Arta Police De artr»ent mant. Arrbtny LevaWa iO Box 1981 Santa Ana, CA 92702 RE : Fangs 2000 - Quote PAGE 01 Since our establishment in 1979, IES has become a major farce Within Intemetianol high-tech market- From design and manufacturing of innovative products, sales and distribution, to Our high quality services, IES provides a complete range of solutions for your use -of -force training needs. IES is honored to quite you go f0#IarArIg system: ty �. i1wn 0 .,_ _ c 60" PA"H II rks 1 RNG200Qrr4 Four Lane System $48,900.00 1 RNG20001EDT Scenario Ediwr Add -on NIC 1 RNG200QfSW Statistics & Date Management $1,175.00 1 RNG2000f2DG 2D Graphics Add -On $2,125,00 1 RNG2000G*M Laser Gas Canister $2,625 1 RNG20006WF Laser Flashlight $2.625 4 RNG2000/LSRXLX Laser Tranamittem & .40-A5 Cal $4,200 1 RNG200ONc Voice Recognition Module $2,450.00 1 RNG20001V1RP Real Time Video Role Play $4,8W,00 1 RNG20001REM Remote Control $925.00 1 RNG20001PRT Hewieit Packard Printer & Drivers $450.00 4 Giock Tfaining Gans (2) Model 22 & (2) Model 21 $1,335.00 1 RNG20OO/LVS-NM Non -Motorized Live Fire Screen $800.00 5 RNG2000ILVS-PPR Replacement Paper Rolls $800,00 1 Scenario Dsk 12W Marksmanship Module $1,200,00 6 RNG20OO1TRN Training for people N1C t . T*W with tax (7,7fi%) $84.273.751 YJb/ YJGf l yy� 1 L: 'J7 ;+t1.�bbL1 L11 lt� UUW i' 9GE 02 /E5 -3* Electronics Industries USA, Inc. **CONFIDENTIAL** Please note: This quote expiros on October 31, 1999. Pricing is subject to change after this dataa. With rhea Raange 2000 you will have the ability W date and obit new scenarios at yoW' 10cati0n- Over the live of the system you will never have to buy "canned" laser disks keeping your training fresh and using your own training phibsophies. W*h this offer, you wol also recelve this 14 year of software upgrades relsoxedl during your warranty perlodl. ' When you saw the demonstration we only touched the surfbw of possibilities that are available on rhea Range 2000. This is a cornplet multimedia training simulator. You will see the benefits as a classroom trainer, along with the entire use -of -force continuum. You are only limited to your imagination when it comes to creating relevant and useful scenarios. The system available for you today is capable of adding a whole list of extras to help keep Your system now. All of these options take no special upgrades to your currant system. Maintenance Is easy and low cost. The entire system is windowa-based and runs off an IBM Pentium computer. You have the ability to upgrade the computer without teeing vendor dependent. All of this keeps your long term cost clown and you up and running. I look forward to talking to you about this proposal and getting your feedback. If I can answer any questions, please contact me. Thank you for your Interest in the Range 20M, Sincerely, rrgory Otte vice President - Sales