L3 Communications Mobile-Vision/CPD 1- La Communications Mobile Vision Inc
Police Department 2009
Appropriation 1 10 15 01 $19 557 12 Pub Fm Leine $91 554 87 IAG Grant $20 661 00 P 0 #21407
Contract Nat 7 o Exceed $131 772 99 APPROVED, AS TO
FORM BY C
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES Agreement) is hereby entered into by
and between the City of Carmel Indiana acting by and through its Board of Public Works and Safety ('City') and L3
Communications Mobile Vision Inc an entity duly authorized to do business in the State of Indiana Vendor
TERMS AND CONDITIONS
1 ACKNOWLEDGMENT ACCEPTANCE
Vendor acknowledges that it has, read and understands this Agreement and agrees that its execution of
same constitutes its acceptance of all of the Agreement s terms and conditions
2 PERFORMANCE
City agrees to purchase the goods and/or services (the Goods and Services) from Vendor using City
budget appropnation number 1110 515 01 Pub Fin Lease and JAG Grant funds Vendor agrees to provide
the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all
times the highest technical and industry standards
3 PRICE AND PAYMENT TERMS
31 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than One Hundred Thirty One Thousand Seven Hundred Seventy Two Dollars and
Ninety Nine Cents ($131 772 99) (the Estimate) Vendor shall submit an invoice to City no more
than once every thirty (30) days detailing the Goods and Services provided to City within such time
penod City shall pay Vendor for such Goods and Services within sixty (60) days after the date of
City s receipt of Vendor s invoice detailing same so long as and to the extent such Goods and
Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are
submitted on an invoice that contains the information contained on attached Exhibit B and Vendor
has otherwise performed and satisfied all the terms and conditions of this Agreement
3 2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate unless City has
previously agreed in writing to pay an amount in excess thereof
4 WARRANTY
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications descriptions and/or quotations regarding same as were provided to Vendor by City
and /or by Vendor to and accepted by City all of which documents are incorporated herein by reference and
that the Goods and Services will be delivered in a timely good and workmanlike manner and free from
defect Vendor acknowledges that it knows of City s intended use and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's
stated use and are fit and sufficient for their particular purpose
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Li Communications Mobile Vision Inc
Police Department 2009
Approprntion 1110 515 01 119 557 12 Pub Fm Leese $91 554 87 JAG Grant 120 661 00 P 0 #21407
Contract Not To Exceed $131 772 99
5 TIME AND PERFORMANCE
This Agreement shall become effective as of the last date on which a party hereto executes same Effective
Date') and both parties shall thereafter perform their obligations hereunder in a timely manner Time is of
the essence of this Agreement
6 DISCLOSURE AND WARNINGS
If requested by City Vendor shall promptly furnish to City in such form and detail as City may direct a list of
all chemicals matenals, substances and items used in DT dunng the provision of the Goads and Services
provided hereunder including the quantity quality and concentration thereof and any other information
relating thereto At the time of the delivery of the Goods and Services provided hereunder Vendor agrees to
furnish to City sufficient written waming and notice (including appropnate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services
7 LIENS
Vendor shall not cause or permit the filing of any lien on any of City s property In the event any such hen is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof by payment or bonding
City shall have the nght to pay such lien or obtain such bond ,ail at Vendor s sole cost and expense
8 DEFAULT
In the event Vendor (a) repudiates breaches or defaults under any of the terns or conditions of this
Agreement including Vendors warranties (b) fails to provide the Goods and Services as specified herein
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter penod of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach or (d) becomes insolvent is placed into receivership makes a general assignment for the benefit of
creditors or dissolves each such event constitubng an event of default hereunder City shall have the nght to
(1) terminate all or any parts of this Agreement, without liability to Vendor and (2) exercise all other nghts
and remedies available to City at law and/or in equity
9 INSURANCE AND INDEMNIFICATION
Vendor shall procure and maintain in full force and effect dunng the term of this Agreement with an insurer
licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers compensation, occupational disease and /or
unemployment compensation act for bodily injunes including but not limited to personal injury sickness
disease or death of or to any of Vendor s agents officers employees contractors and subcontractors and
for any injury to or destruction of property including but not limited to, any joss of use resulting therefrom
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City upon request with copies of all such policies and shall provide that such insurance policies shall not be
canceled without thirty (30) days pnor notice to City Vendor shall indemnify and hold harmless City from and
against any and all liabilities claims demands or expenses (including but not limited to- reasonable attomey
fees) for injury death and /or damages to any person or property arising from or in connection with Vendors
provision of Goods and Services pursuant to Of under this Agreement or Vendor s use of City property
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13 Communications Mobile V000n Inc
Police Department 2009
Appropriation 110 51) 01 $19 557 12 Pub I'm Lease $91 554 87 JAG Grant $20 661 00 P Q #21407
Contract Not To rxceed 5131 772 99
Vendor further agrees to indemnify defend and hold harmless City and its officers officials agents and
employees from all claims and suits of whatever type, including but not limited to all court costs attorney
fees and other expenses caused by any act or omission of Vendor and/or of any of Vendor s agents,
officers employees, contractors or subcontractors in the performance of this Agreement These
indemnification obligations shall survive the termination of this Agreement
10 GOVERNMENT COMPLIANCE
Vendor agrees to comply with all federal state and local laws executive orders rules regulations and codes
which may be applicable to Vendor s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference Vendor agrees to indemnify and hold harmless
City from any loss damage and /or liability resulting from any such violation of such laws orders rules
regulations and codes This indemnification obligation shall survive the termination of this Agreement
11 NONDISCRIMINATION
Vendor represents and warrants that it and all of its officers employees agents contractors and
subcontractors shall comply with all laws olthe United States the State of Indiana and City prohibiting
discrimination against any employee applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire tenure terms conditions and pnvileges of
employment and any other matter related to their employment or- subcontracting because of race religion
color sex handicap national ongin ancestry age disabled veteran status and /or Vietnam era veteran
status
12 NO IMPLIED WAIVER
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof
13 NON ASSIGNMENT
Vendor shall not assign or pledge this Agreement whether as collateral for a loan or otherwise and shall not
delegate its obligations under this Agreement without City s pnor wntten consent
14 RELATIONSHIP OF PARTIES
The relahonship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers employees contractors subcontractors and agents are employees of City The contract pnce
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
15 GOVERNING LAW LAWSUITS
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana
except for its conflict of laws provisions The parties agree that in the event a lawsuit is filed hereunder they
waive their nght to a jury trial agree to file any such lawsuit in an appropriate court in Hamilton County
Indiana only and agree that such court is the appropriate venue for and has junsdiction over same
IL.F &Yii
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L3 Communication% Mobile Vision Inc
Police Department 2009
Appropriation 1110 515 01 $19 57 12 Pnb Fin Lease $91 5)4 87 JAG Grant $20 661 00 P 0 #21407
Contract Not To Exceed $131 772 99
16 SEVERAB{LITY
If any term of this Agreement is invalid or unenforceable under any statute regulation, ordinance executive
order or other rule of law such term shall be deemed reformed or deleted but only to the extent necessary to
comply with same and the remaining provisions of this Agreement shall remain in full force and effect
17 NOTICE
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U 8 certified mail return receipt requested to the party to be notified at the address specified
herein
If to City City of Carmel
One Civic Square
Carmel Indiana 46032
ATTN Michael Fogarty Police Chief
AND
Douglas C Haney City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor L3 Communications Mobile Vision Inc
90 Fanny Road
Boonton NJ 07005
Telephone 800 3368475
E -Mail www L 3com com /MV
ATTENTION
Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given
orally as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice
18 TERMINATION
181 Notwithstanding anything to the contrary contained in this Agreement City may upon notice to
Vendor immediately terminate this Agreement for cause in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropnated or encumbered to pay for the Goods and
Services to be provided hereunder In the event' of such termination Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming _Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination unless the parties have previously agreed in
wnting to a greater amount
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L3 Communication Mobile Vision Inc
Police Department 2009
Apprapnatton tt 1110 515 01 $19 557 12 Pub I'm Lease 191 '154 87 JAG Grant $20 661 00 P 0 421407
Contract Not To Exceed $131 772 99
18 2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor In the
event of such termination Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount
19 REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent
20 ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may from time to time request Vendor to provide additional goods
and services to City When City desires additional goods and services from Vendor the City shall notify
Vendor of such additional goods and services desired as well as the time frame in which same are to be
provided Only after City has approved Vendors time and cost estimate for the provision of such additional
goods and services has encumbered sufficient monies to pay for same and has authonzed Vendor in
writing to provide such additional goods and services shall such goods and services be provided by Vendor
to City A copy of the City s authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City
21 TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove this Agreement shall be in effect from the Effective Date through December 31, 2009 and
shall, on the first day of each January thereafter automatically renew for a penod of one (1) calendar year
unless otherwise agreed by the parties hereto
22 HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit expand or otherwise alter the meaning of any provision hereof
23 BINDING EFFECT
The parties and their respective officers officials agents partners successors assigns and legal
representatives are bound to the other with respect to all of the covenants terms warranties and obligations
set forth in Agreement
24 NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor
25 ADVICE OF COUNSEL
The parties warrant that they have mad this Agreement and understand it have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement and enter into same
freely voluntarily and without any duress undue influence or coercion
IZ E EWM4 Doc mm M Rs. owl Sawmill' 1 tO*DS IIM_ mum La n Geed Len win 71111121119 1144 A2dl
87/19/2889 14 24 9732573024 L3 MOBILE— VISION PAGE 81/81
F rom 07/1012009 12 54 0748 P 007/014
7.3 CevmwdaglouMolhe Vidon lea
Poke Department 2009
AppropImtlen n 1110 313 01419 557 12 PP no I cne.l9LS54 27 JAO area. SIIO GPI 00 P 0 1i21407
Cmaeut Not To lieaad 513i 772 P
ffi ENIIREAGREEMENT
The Agreement, together with any edible attached hereto or referenced hewn, coneflbdes the entire
agreement between Vendor and City Ali mspect to the subject matter hereof, and supersedes all prior oral
or written lepteaentallons and wale regarding same NoNIlhmtandIng airy other tenn or condo set
forth hereby but aub$1 to paragraph 10 hereof to the extent toy term or aendllorl contained In any stag
attached to tide Agreement ter in any document referenced herein conflicts wtIh any ten or condition
contacted In Min Agreement, are ten or centime contained In Inb Agreement nag govern end prevNI
We Agreement mgy only be nwd@ed by written amendment evaded by belt parties hereto, or glen
inmeesaore In Interest,
IN WITNESS WHEREOF the par* hereto here made and moseuted DM Agreement asfelon
CITY OF CARMEL INDIANA L3 Oomrnur xhans Motile Vision, Ina
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Works and Safety
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Carmel Pollee Department OOmmll7l)CIabons
3 Clew Square Mehl. -wimp hm.
Cannel IN 46032
A0n Natar Jim Barlow DATE 51142009
Phan 317 571 2527 )n -Car Emmert. Quotation 0 CP6051409 2
CITY DESCRIPTION der PRICE AMOUNT
15 MVO MOMS L3Mdde.Msan hMar Mend Woo Ram dna(01M) 'Wen wnh 5 5 295 00 79142500
FarhBtwa° Na -WIWP Colo/ism a wdh a 12X Gptcd— 144X Dgaal won
mgaal Ndaw Srerddwls Parr MaltrColor 2 5 LCO Malea
Ramrdar (ma) VoaaUni flaw 900MIt155S WFehae Aanepnone
Owreal4 Pmtadan Sahara
Wirth. 502.11{91) LAN ewe and Menu
MN Fash Mamey Card
GPS Recede ant Antrim
MI pawns cat b e and herder.
I nsr Fscary Alts and Ls& Warmly
45 SVD DR2 Hawn Duty 50211a°Sane Dame M lend In 15 a oatla(RP 195 95 Ile Chary II pan
211551155 Stud a RG 174) 3MA a BMAeennoclen dln15al OVR
Meant mane
15 MVO-CRASH Con hen SenenMayes DVR for noaaag when rnobor a swag 15000 2 250 00
15 UV-POUCH VLP Maid laeha Pack lar VLP TraontIer 5 2500 37500
15 MVD101eGB Fa.h Card upgrade to loco 15500 232500
UP_D
15 MVP reCRL -LT Eternal PR =anted RECORD Indian n9M 4995 J 74525
15 MVD IR.CAM eaebeal IRC aura 5 29500 4.42600
A9ws for Ndee ramping k Ma basis 1 piing while in low IbM
cendlo a IrcJudaa inroad larwuanLEDI aM andoe in bah
WA Mil ales end ads with ran Wm lanai
Noe Prang eon Id node abyssal los Sal an a/ Ina anions or any mesh wa a SUBTOTAL 8854925
Add4Drm) Discount (8 054 03)
Daiwary 90 Days or Less ARO SALES TAX (as regnrad) TED
Credit Terms Igo 30 drys Shipping win the mnbnenlS USA as UPS Grouno S 750 OD
OUmrSter01LoceiFeat Nollndudae TOTAL 61344381
90 Fenny Road Oxman 114 07005 Vora 800`380 8475 or 173 233 1090 Fax 973 257 3024
9 Mall MOP= salles& 3mm Cam Web Page watt L Spun aaaMV
"EXHIB 4 Y q
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Carmel Police Department communions
3 CMc Squats 5100110/ 1aI Inc.
Canner IN 411032
MI Mapr Am Barlow DATE 5
Phalle 317 671 2529 nk CBlee Sotdbaa OVeta00n 0 CPO4514094
OIY I DESCR'IPI1ON I UNIT PR/CE AMOUNT
L 3 Mobilo Vfalen Olin, Evidence Pro
L 3 MablaVhans 012141 Slane. Fro Sett on fa hays Nemah secant =hooka a amdarA Idea R crw40es out d•paaara van
mntr aaerm cod .4dhe ■read S.Iomp'ale nYragirig onto flee Fawnig .each eepebldle. via various K.y Daa exhnInp officer
Mme gnat dela woo No_ Cue ge weaken 'Rich Media supped (digital phdc% entail' do doormats Mc tednAed pee Kay Ode
somas Beam dam of rata /Mb user wales WI lease Apra. ROSPA 4sL search muwel are copy rapeleedy Mews S p Dace of
West %MINCR Ike cnaaen caMrS s and easy wading Divide. le potable meta Puffy snow* vndae dD.nlped ian the Fesdi ts'
reorder Me 602 11 Si/a) mamma
76 MVDUEPLIC40 DrplM Evidence PrCPralnet Bona..S.MrlgOErtIoon 5 25000 37500D
OVA Doansaa Poi Seam CommrncsSns Made
Imor/s. .rd Nutley Mocha (WEB auQhceten Unfimilatl 5.1111
CON 9L d and Wes Modem Me rep.wenl Wee&
hedlew Velum I.®pm.m Module (lhandogi and FJeedl
Clrt aCwlody Madura
PealpeaM Demhe e
Spam Spoon and MaVpanenco
1 Yea Ryden Updates
1 Y er r9oftowe 5uppme slid Mamma
)1P Sarno Nardwed
1 MVO HPOL300 HP Paldem OL35006 Dual zOuadsae Ind Xenon E5e06 Amassers E 14 184 00 5 14 194 00
2.72 (2000Ns. 18e3M14 F89 60W) RP 401 Fully Beard DIMM PC252 11
MOB M Molter Keyboard a Morse
MVO9IV.MBA d0
20 HP 145420&clow.v1J100320 SCSI wrh nob m em
trim
67B treble
1 MVO-0EPNDICFT Interims PArrpned and Aseam6y non Boner Nowak Ss Oh 493 57 493 57
10/100n00 Pooh Cobras Oacumealorkin ono Component Checkout
5 MVDSS75. Window Axes Palm WEdrrro Melated Antenna No Charge
602 11(p) Wheless Aecets pore
MIMS NW Calla
e MVO4102 Wan= Axes. Palo 102 nuCormmt.II 5 17985 107910
AP CV Kit 802 115)120 dogma w510mace rnlllpeenead ammo
APpglad6 nrh ORINOCO AP P SMA MALE t
7 MND4300N 131u !Seemed DJ%OIpW /Artlam yolk en mewed end WaeRsy OVO. 5--12.800.90 5 71 000 00
enema 6200N 2 a 60 Oh crpeob sad Grand lop decay
L.311cblN4.lon OVO Ard.Mne Schwa.
50 pack preamble DVD R media f SI pack BlWiey Med
Additional Daxu 1 (unit eraexhr at August 09) 5 (2 500 00)
1 MVO -0EP BT2 Sei ear Cer6pumtlm /Trans 3 350 00 3 35000
Stale; Wad out end csipumaoapba 1 days (on see) (mobil
Nom Pr cog dam rat rearde pryacel n (.barn ar um edema co to network maxi SUBTOTAL 5355727
Addlheal Discount (338573)
Oehvwy 90 Days or Lass ARO SALES TAX (es required) TBp
&Sir Form. Nei 30 days Shipping wen the tmbnentel USA via UPS Ground 40000
Mar senstec &Fees Noilndaded TOTAL 5 3057154
90 Ferny Rood Boonton NJ 07005 Vole 600 336 8475 or 975 2831000 Fare 973 267 3021
E 1.44.1403113a Mese 3com tom Web Page won L 3o d5 anew
51ExH i f 24
Cannel Pollee Oepaltment communicabOns
3 Civic Squire Bomb -Melon, Ina
Carmel IN 46032
Ann MalcrJlm Bedew 0117E 5114/2008
Plans 317 671 2527 Ed& Quallmn 0PO415t409
OTY OESCRIPTION UNIT PRICE AMO01'iT
15 OVA Herd* re Anmt 1E61Alorllpo Car Hardware S 20000 300000
EW1
15 0lm Female Annual EMA for the ltrCer Armin (Includes all update') 7500 112600
al9A
15 Appl reflmr Annual BMA for the Application Software Oneludaa a0 Sr 6500 975 00
Warn BMA updates)
Annual OVR Iaefoad SUBTOTAL S 100 00
1 r ack Wks All L3 provided Beek Office Equrpmenl (e g Sonar E1og. 2808 00 2 308 OD
Equipment Eau Access Pmts. eta
Annual SUBTOTAL 740800
3 Nuumbar of Total Annual EMA for the Bolden f5 740800 22
Wu unit yens
Optional OLeounl for p'rovlding broadband (512mbpsr•) remota acrxas NAM 887
SOWS 1915712
PW wry 90 Days or LIM ARO SALES TAX (as ragulrao) TBO
Crodlt Mons Net 30 days Shipping win the camtlental USA ha UPS Gfapnd NA
Other SWIeLacsi Fees Mat Included TOTAL S 19 557 12
90 Fanny Road Samoa' NJ 07005 Vo es 800 336 6475 or 973 294 1090 Fait 973 257 9024
E Mai Maass aaleaCL Seam aim Web Pa9`e teem L 3aim cm/MV
"EXHIBIT 3 /9 I,
Cannel Ponce Deperlmont
3 Clvle Square Ye nS
Carmel IN 48032
Ann Mn n Jim Beebe DATE 5/14/2009
Phone 317 571 2417 Quotation CP64at4® 1
DESCRIPTION AMOUNT
In far Equipment 3 81 344 33
Back Mao Solution Total 9 30 871 54
ESA Total (years 2 through 4] 3 19 55712
Nom Pore crow art maker physical nrttlal on of the entente Many natwik who SUBTOTAL 3 131 77229
Downy 960eys or Les PRO SALES TAX (as roqulmd) 7130
Ceamr Tema NN 30 days Shipping war the canamefal USA via UPS Grounn NA
Orhir 8blta maS
1eoFFoes Npl lno TOTAL 131 77299
90 Fanny Road 8alnlon NJ 07005 Vase 800 3' 1415 or 974 263 1090 Fax. 973 259 3024
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