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HomeMy Public PortalAbout2012-41 Authorizing the purchase of an updated CCTV digital recording and an identification-key card security systemsRESOLUTION NO. 2012-41 A CAPITAL PROJECT AUTHORIZING RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE PURCHASE OF AN UPDATED CCTV DIGITAL RECORDING AND AN IDENTIFICATION / KEY CARD SECURITY SYSTEMS FOR THE VILLAGE OF KEY BISCAYNE; PROVIDING FOR IMPLEMENTATION AND AUTHORIZING THE VILLAGE MANAGER TO COMPLETE THE PURCHASE OF THE EQUIPMENT AND EXECUTE AGREEMENTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Section 3.07(b) ofthe Village Charter, the Village Council desires to authorize an expenditure for the purchase of an updated Closed Caption Television (CCTV) Digital Recording and an Identification / Key Card Security Systems; and WHEREAS, the Equipment in -place now has become obsolete with over 10+ years of use. It is no longer supported by the original manufacturer and is no longer recommended to repair; and WHEREAS, the Village will utilize a similar system as that purchased by the City of Miami under GSA Contract #GS07F0326T and by Key Biscayne Fire Department for the purpose of allowing system interoperability and ease of integration as needed at the Miami Police Emergency Operations Center (EOC) for the Police and Fire Departments; and WHEREAS, the Village Council finds, upon advice from the Village Attorney, that no competitive bidding is required for the purchase of the Equipment pursuant to Village Code Section 2-85, which authorizes the Council, by majority vote, to waiver competitive bidding procedures if the Council determines that it is impractical to apply such procedures; and WHEREAS, the Village Council finds that it is in the best interest of the Village to proceed with the purchase ofthe Equipment from Kratos HBE Public Safety and Security Solutions and enter into an agreement as indicated in this Resolution. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted and confirmed. Section 2. Contract Approved. That the purchase of the Equipment from Kratos HBE Public Safety and Security Solutions as described in attached quotations and scope of work agreements, final attached hereto as Exhibit "A", is hereby approved. Section 3. Purchase Authorized, Specification of Funds. That the acquisition of the Equipment described in the attached quotations and scope of work agreements, Exhibit "A" is hereby approved and authorized, subject to the restriction that the total project cost of the Equipment authorized herein shall not exceed $50,924.31. The funding source shall be the Capital Improvement Projects fund under The Village Hall Maintenance for $48,295.31. Additional funding will be obtained as reimbursement from Miami -Dade Edward Byrne Grant F/Y 2013 for a total of $2,629.00. Section 4. Implementation. That the Village Manager is hereby authorized to take any and all action necessary to implement the purposes of this Resolution, and is authorized to sign any necessary purchase agreements, subject to the approval of the Village Attorney as to form and legal sufficiency. Section 5. Effective Date. That this Resolution shall be effective immediately upon adoption hereof. PASSED AND ADOPTED this 4th day of December, 2012. 2 CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY VILLAGE ATTORNEY 3 4.1 ``��� pox EXHIBIT "A" K RTOS KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC 5773 N W 158 Street, Miami Lakes, Fl 33014 TEL. 954-868-9937 FAX 305-822-8566 November 20, 2012 Bid Proposal For: Type of System: Village of Key Biscayne Police Department Video Upgrade SCOPE OF WORK This proposal is for a video system upgrade to the existing analog system at KBPD. All existing cameras will be coverted from an analog to digital via encoders. A 5TB server will be installed in the existing video rack. 8 camera license will be installed on the server with five client connections. The customer will provide a viewing station computer and monitors for the system. The existing rooftop PTZ camera will be relocated approximately 60 feet to south on the parapet. All existing cameras that do not come up after the conversion will be trouble shot for cause and a detailed estimate for repair or replace will be furnished at that time. An additional color dome camera will be installed to view the City Manager's door. Total Price $ 21,269.05 (Note: The above price does not include sales tax.) Kratos is pleased to submit this proposal for your consideration in accordance with the Kratos terms and conditions. Conditions not specifically stated herein shall be governed by established trade practices. No provisions have been included in the cost of the following: Taxes, fees, bonds, and sealed engineered drawings. SALES CONTACT: Steve Andrietta Customer Signature Date Bid Proposal For: KRTD5 Terms and Conditions — Standard DEFENSE & SECURITY SOLUTIONS arr,u.rtm ro wecrsx- TIME iS OF THE ESSENCE WITH RESPECT TO THE PERFORMANCE OF EACH OF THE COVENANTS AND AGREEMENTS SET FORTH HEREIN i DEFINITIONS As used in this Purchase Order, the below terms shall have the following meanings (a) "Contractor" or "Buyer" means the legal entity purchasing the supplies/sernces, (b) "Subcontractor," "Seller," "Supplier," or "Vendor" means the legal entity that has entered into this agreement with the Buyer, (c) "Contract," "Subcontract," "Purchase Order," "Agreement," and "Order" (whether capitalized or not) are used interchangeably and refer to this contractual instrument 2 ACCEPTANCE OF PURCHASE ORDER The purchase order, to which these terms are attached, becomes a binding contract on the terms set forth herein when it is accepted by Seller either in wntten acknowledgement of this Purchase Order or by part performance hereof No condition stated by Seller in accepting or acknowledging this Purchase order shall be binding upon Buyer if it is in conflict with, is inconsistent with, or is in addition to the Terms and Conditions contained herein unless expressly accepted in wntmg by the Buyer 3 APPLICABLE LAW This Purchase Order shall be governed by and construed in accordance with the laws of the State of California 4 COMPLIANCE WITH LAWS Seller shall comply with all applicable federal, state, and local laws, rules, regulations and orders Seller agrees to indemnify and hold Buyer harmless against any loss or liability due to Seller's violation or non-compliance with such regulations 5 SUBCONTRACT Seller shall not subcontract any portion of the work without the prior written consent of Buyer This shall not apply to standard commercial items or raw matenals 6 WARRANTY Seller represents and warrants ( I ) that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship, (2) that all goods will conform to applicable specifications, drawings, and standards of quality and performance, and that all items will be free from defects in design and suitable for their Intended purpose, and (3) that all services perfonned pursuant hereto will be performed in accordance with the specifications and instnictions of Buyer, provided nevertheless that Seller retain discretion and control with respect to the manner and means of performing such services and shall at all times remain an independent contractor All the representations and wanannes of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer's customers The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer 7 INDEMNITY Seller agrees to indemnify and hold Buyer harmless from all claims, liability, loss, damage and expense incurred or sustained by Buyer by reason of any breach of any warranty with respect to the goods or services which are puichased in accordance herewith 8 WORK ON BUYER'S OR BUYER'S CUSTOMER'S PREMISES If this order requires Seller to perform work on Buyer's or Buyer's customer's premises, Seller shall take all necessary precautions to prevent any injury to persons or damage to property during the progress of such work Except to the extent that any injury to persons or damage to property is due solely and directly to Buyer's or its customer's fault or negligence, Seller agrees to indemnify Buyer and its customer against all loss or liability resulting from any act or omission of Seller, its employees, agents, or subcontractors 9 TAXES The pnce of the supplies/services procured hereunder includes all applicable federal, state, and local taxes and duties unless otherwise stated in the Purchase Order 10 PACKAGING AND PACKING Seller shall be responsible for properly packing and packaging the supplies in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice 11 TITLE AND RISK OF LOSS The F 0 B point shall be the delivery destination indicated in this order, and title to the supplies and risk of loss or damage shall pass to Buyer upon Buyer's acceptance of the supplies regardless of where Buyer takes physical possession 12 INSPECTION AND TEST All goods supplied and services performed pursuant hereto shall be subject to inspection and test by Buyer and its agents If a defect exists and if Seller is unable or refuses to replace the goods or render the service again promptly, Buyer may replace such goods or obtain such services and charge Seller, or deduct from amounts owed by Buyer to Seller, the costs, expenses and losses including incidental and consequential damages incurred thereby which are in excess of Seller's pnce for such goods or services After notification to Seller that goods are defective, all nsk of loss with respect to such goods shall be in Seller and Seller shall pay all packing and shipping charges in connection with defective goods returned by the Buyer Buyers approval of design furnished by Seller shall not relieve Seller of its obligations herein All rights and remedies of the Buyer hereunder shall be in addition to any other remedies provided by law 13 DELIVERY Seller agrees that time is of the essence In the performance of this Purchase Order It is Seller's responsibility to furnish the quantity of supplies/services called for in this order No variation in the quantity specified herein will be accepted as compliance with this order Buyer reserves the nglit to return excess shipments at Seller's expense Seller agrees to advise Buyer, as soon as possible, of any delays in meeting the order delivery schedule and the reasons therefore If a delay is due to causes beyond Sellers and, when applicable, its subcontractor's control, and without fault or negligence of either of them, Buyer may, at its sole discretion, either adjust the delivery schedule or terminate the order for convenience if the delay is due to Seller's, or its subcontractor's, failure and the failure is not cured within ten (10) days after Seller's receipt of Buyer's notice thereof, Buyer may, at its sole discretion, either accept a revised delivery schedule and an equitable reduction in the order pnce or terminate the order for default Acceptance of late delivenes shall not constitute a waiver thereof by Buyer 14 INVOICES An itemized invoice shall be submitted in tnplicate to the address shown on the face of the order to the attention of the Accounts Payable Department The invoice should contain the Purchase Order number, descnption of supplies/services furnished, quantity, unit pnces, and total price Approval and payment of invoices may be delayed pending correction of any errors or omissions 11202012, 10 14 AM Kratos 1 HBE 2 of 5 CONFIDENTIAL Bid Proposal For: 15 PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY Seller shall at its expense indemnify and defend Buyer and Buyer's successor in interest to the goods (collectively called "Buyer") against any claim, suit or proceeding (collectively called "sun") brought against Buyer which is based upon a claim, whether nghtful or otherwise, that the goods or services, or any part thereof, furnished under this order, or Buyer's use (including resale) thereof, constitutes an intnngement of any patent, trademark, or copyright in the United States, if Seller is given reasonable notice of such suit, and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by Buyer in connection with such suit In case the goods or services or use thereof is in such suit held to constitute infringement and the use thereof is enjoined, Seller shall at its expense and at its option either procure for Buyer the nght to continue the use of such goods or services, or in a manner acceptable to Buyer make replacement or modification to avoid infringement The foregoing indemnity shall not apply, and Buyer shall indemnify and defend Seller if given notice and in the same manner and extent as provided above where such goods or services are allegedly infringing as a result of Sellers compliance with specified wntten mstmctions by Buyer directing use by Seller of a feature not customarily used by Seller 16 CHANGES Buyer shall have the right at any time to make changes in quantities, provided drawings, designs, specifications, materials, packaging, time of delivery, place of delivery, method of transportation, and any other tens of this Purchase Order if any such changes cause an increase or decrease in the cost of, or time required for performance under this Purchase Order, Seller shall have ten (10) days to request, in writing, adjustments to the price and/or delivery schedule for material ordered or service provided directly affected by Buyer's changes To the extent that Buyer agrees to such adjustments, Buyer will revise this Purchase Order in wnting accordingly Any request by Seller for adjustments under this clause shall be deemed waived if not asserted within ten (10) days or if Seller commences performance of the change without objection to such teens Failure to timely request an adjustment shall not excuse Seller from performing in accordance with the revised Purchase Order No such adjustment or any other modification of the teens of this Purchase Order will be allowed unless authorized by Buyer by means of a written revision to this Purchase Order 17 DISPUTES Any dispute arising under this order that is not settled by agreement between the parties may be settled by appropriate legal proceeding in the courts of the State of California Pending final resolution, Seller shall proceed, in all good faith, with the performance of this order in accordance with Buyer's instructions 18 TERMINATION a FOR CONVENIENCE — Buyer reserves the right to terminate, upon written notice, this Purchase Order, in whole or in part In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any suppliers or subcontractors to cease such work Buyer shall only exercise its right to terminate for convenience if it has been terminated by its customer b FOR DEFAULT Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this order in whole or in part by wntten notice of default if Seller (a) fails to deliver the supplies or perform the services within the time specified, (b) fails to make sufficient progress with the work, thereby endangenng completion of performance within the time specified, or (c) tails to comply with any of the other instructions, terms, or conditions Buyer's right to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer's notice of such failure If Buyer terminates this order in whole or in part, Buyer may purchase similar supplies or services from others and Seller shall be liable for any additional costs above the original price for the terminated supplies/services In the event of a partial termination, Seller shall continue the work not terminated Seller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractors control and without fault or negligence of either of them, provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements Buyer shall pay Seller the order pnce for any completed supplies/services delivered and accepted 19 SELLER CONTACTS WITH BUYER'S CUSTOMER If Seller is a subcontractor to Buyer under a Buyer pnme contract, Buyer shall be responsible for all liaison and communications with Buyer's customer for the term of this Purchase Order Seller shall not communicate with Buyer's customer regarding this Purchase Order unless authonzed to do so by Buyer 20 BUYER'S PROPERTY AND INFORMATION Any property furnished to Seller for performance of the work shall remain the property of Buyer, shall be considered private and confidential Buyer information, and shall not be given to others not having a need -to -know or used by Seller for its own purposes Upon order completion, all Buyer furnished property shall be returned to the Buyer in the same condition as received, allowing for reasonable wear and tear, except to the extent that the property has been incorporated into supplies delivered or consumed in the pertormance of the work 21 UNAUTHORIZED CHANGES TO SUPPLIES/SERVICES Seller shall make no changes affecting form, fit, or function of the supplies without Buyer's prior written approval Any approvals by Buyer shall not relieve Seller of responsibility for any errors or deficiencies that may exist, or for performing the work and furnishing the supplies/services in strict accordance with the Purchase Order requirements 22 USE OF DATA Seller shall not deliver or furnish any data subject to limited use of reproduction unless and until an agreement to hold in confidence or restrict distribution is accepted in writing by an authorized representative of Buyer Seller shall not use or disclose any data, designs, or other information belonging to or supplied by or on behalf of Buyer, except as required in the performance of this Purchase Order Upon completion of this Purchase Order, all data furnished by Buyer shall be returned to Buyer 23 INSURANCE Seller shall carry or obtain insurance as required by the Buyer Seller shall provide a certificate of insurance upon request 24 LIMITATION OF LIABILITY NEITHER PARTY SHALL BE RESPONSIBLE OR HELD LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHICH SHALL INCLUDE WITHOUT LIMITATION, LOSS OF PROFITS, PRODUCT OR SERVICE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM AGES THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAULT, NEGLIGENCE OR OTHER THEORY OF LIABILITY WHICH MAY BE ASSERTED AGAINST THE PARTY WHOSE LIABILITY HAS BEEN LIMITED 25 WAIVER OF RIGHTS Failure of either party to insist on performance of any provision of this Purchase Order shall not be constnied as a waiver of that provision or a waiver of Buyer's or Seller's right to require compliance with such provision in any later instance 26 SEVERABILITY If any provision of this Purchase Order is found to be illegal or unenforceable under law, that provision shall be deleted, however, all other provisions of this Purchase Order shall not be affected thereby, and shall remain in full force and effect 11202012 10 14 AM Kratos 1 HBE 3 o(5 CONFIDENTIAL Bid Proposal For: 27 ORDER OF PRECEDENCE Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence typed or wntten provisions on the face of this Purchase Order or continuation pages thereof, any attachments to these Terms and Conditions, these Standard Terms & Conditions, statements of work, specifications, and drawings 28 ENTIRE AGREEMENT This Purchase Order and the Terns and Conditions constitute the entire agreement between Buyer and Seller regarding this procurement and supersedes all previous written or oral agreement and commitments No terms or conditions of sale set forth in Seller's quotation or acknowiedgmrent shall be included as a part hereof, nor shall any pnor course of dealing, custom, or usage in the trade supersede or modify any Purchase Order provisions Any subsequent additions, deletions or modifications to this agreement shall not be binding upon the parties unless same are mutually agreed upon and incorporate herein in wnting 29 EXPORT REQUIREMENTS The receiving Party shall not export any information furnished by the disclosing party without first complying with all requirements of the International Traffic in Arms Regulations (iTAR) and the Export Control Administration Act including the requirement for obtaining any export license, if applicable The receiving Party shall first obtain the written consent of disclosing Party prior to submitting any request for authonty to export any such information The receiving Party shall defend, indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorney's fees and all other expenses and costs arising from failure to comply with this paragraph or the International Traffic in Arms Regulations and the Export Administration Act 30 GOVERNMENT CONTRACT If this Purchase Order is placed under a U S Government contract, additional Terms and Conditions from the Federal Acquisition Regulation or agency supplements will be attached as listed below a Federal Acquisition Regulation (FAR) b Defense Federal Acquisition Regulation Supplement (DFARS) c FAR Commercial Item Terms and Conditions d Other 31 PROPRIETARY INFORMATION All information included, but not limited to drawings, prints, publications, specifications, process manufacturing techniques, software products and programs (in object code or any other form), and other intellectual property, provided by the Buyer to the Seller pnor to and during the performance of this order which is identified as proprietary by the Buyer shall be received in confidence by the Seller and shall remain the property of the Buyer Such information shall not be reproduced, used, or disclosed to any third party by Buyer without the prior wntten consent of the Buyer Buyer shall own all nghts and interest in any intellectual property developed as a result of this order 32 ASSIGNMENT Neither the rights nor the duties of either Party under this order may be assigned in whole or in part by either Party without having first obtained the pnor written consent of the other Party Any attempted assignment or delegation without such consent shall be void 33 PUBLICITY Buyer must approve in witting, poor to releases and any other public statements concerning this Purchase Order or its contents 34 STOP WORK ORDER Buyer reserves the right to direct Seller to stop work in accordance with the provisions of this Purchase Order This may be exercised at the sole discretion of the Buyer Rights of the Seller shall be as specified in this Purchase Order 11/20/2012, 10 14 AM Kratos 1 HBE 4 0'5 CONFIDENTIAL K RtiiTOS FROM STRENGTH TO SUCCESS OCflNSF 5 Secretor sororities Key Biscayne Police Department Video Upgrade Date Accepted: Customer Name Site Location Key Biscayne, Flonda 33149 Proposal No. , Salt UNIT EXTENDED ITEM MANUFACTURER MODEL 5 DESCRIPTION OF PRODUCT (Unselect(Blanks)] SELL SELL Panasonic Security & Dg dal WVCW504S Camera SD III vandal proof dome 1 $ 63426 $ 63426 Aogdon ENC-4P-H264 4 -Port H 264 Analog Woo Encoder 8 $ 289 80 $ 2 318 40 Avignon ENC-BRKI U Mounting bracket for 3 Avgilon Analog Vdeo Encoders 3 $ 46 20 $ 138 60 Av,gilon 8C-HD-NVMS-STD ACC 4 Standard HD NVMS for up to 8 camera channels and 5 'among clients 1 $ 1 113 00 $ 1,113 00 Av,gdon 5 OTB-HD-NVR HD NVR 50 TB Storage 2U Rack Mount 1 $ 6,434 40 $ 6,434 40 Proscan PLCD 5092A 50 LCD Monitor a Wall Mount 2 $ 632 50 $ 1,265 00 RR EQUIP Caningency to Remove and Replace Non Functional Equipment 1 $ 4,900 00 $ 4,900 00 EQUIPMENT PRICE $ 16,803 66 INSTALLATION PRICE $ 4,465 39 TOTAL INSTALLATION CHARGES $ 21,269.05 GRAND TOTAL $ 21,269.06 11/20!2012 1014 AM Kratos 1 HBE 5015 CONFIDENTIAL KRTOS ESE KRATOS PUBLIC SAFETY & SECURITY SOLUTIONS, INC 5773 N W 158 Street, Miami Lakes, Fl 33014 TEL 954-868-9937 FAX 305-822-8566 November 14, 2012 Bid Proposal For: Type of System: Village of Key Biscayne Police Department Access Control System SCOPE OF WORK This proposal is for the installation of a New Lenel access control systems to replace the existing system that consist in five ACU controllers located in the telephone room # 145 and 31 RRE remote reader modules located 23 in the 1st floor and 8 in the 2nd floor above ceiling tiles. All doors access control devices such as card reader, request to exit sensor, door contact and electric lock will be utilized. Kratos will be adding request to exit sensors and emergency exit push buttons to the doors with electromagnetic locks, to comply with fire code. A new access control devices will be added to the Armory door. A long range reader will be installed on the existing pedestal at the parking entrance to replace existing reader. Also a new audio/video intercom will be installed to replace the existing audio only intercom located in the parking entrance. The existing intercom wire will be utilized if in good condition. If the wire needs to be replaced an extra cost will be charged at that time. This proposal includes programming, testing and training on the system. Total Price $ 29,655.26 (Note: The above price does not include sales tax.) Kratos is pleased to submit this proposal for your consideration in accordance with the Kratos terms and conditions. Conditions not specifically stated herein shall be governed by established trade practices No provisions have been included in the cost of the following: Taxes, fees, bonds, and sealed engineered drawings. SALES CONTACT: Steve Andrietta Customer Signature Date Bid Proposal For: KROATD5 Terms and Conditions — Standard DEFENSE & SECURITY SOLUTIONS TIME IS OF THE ESSENCE WITH RESPECT TO THE PERFORMANCE OF EACH OF THE COVENANTS AND AGREEMENTS SET FORTH HEREIN 1 DEFINITIONS As used in this Purchase Order, the below tens shall have the following meanings (a) "Contractor" or "Buyer" means the legal entity purchasing the supplies/services, (b) "Subcontractor," "Seller," "Supplier," or "Vendor" means the legal entity that has entered into this agreement with the Buyer, (c) "Contract," "Subcontract," "Purchase Order," "Agreement," and "Order" (whether capitalized or not) are used interchangeably and refer to this contractual instrument 2 ACCEPTANCE OF PURCHASE ORDER The purchase order, to which these terms are attached, becomes a binding contract on the terms set forth herein when it is accepted by Seller either in written acknowledgement of this Purchase Order or by part performance hereof No condition stated by Seller in accepting or acknowledging this Purchase order shall be binding upon Buyer if it is in conflict with, is inconsistent with, or is in addition to the Terms and Conditions contained herein unless expressly accepted in wnttng by the Buyer 3 APPLICABLE LAW This Purchase Order shall be govemed by and construed in accordance with the laws of the State of California 4 COMPLIANCE WITH LAWS Seller shall comply with all applicable federal, state, and local laws, rules, regulations and orders Seller agrees to indemnify and hold Buyer hannless against any loss or liability due to Seller's violation or non-compliance with such regulations 5 SUBCONTRACT Seller shall not subcontract any portion of the work without the poor written consent of Buyer This shall not apply to standard commercial items or raw materials 6 WARRANTY Seller represents and warrants (1) that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship, (2) that all goods will conform to applicable specifications, drawings, and standards of quality and performance, and that all items will be free from defects in design and suitable for their intended purpose, and (3) that all services performed pursuant hereto will be performed in accordance with the specifications and instructions of Buyer, provided nevertheless that Seller retain discretion and control with respect to the manner and means of perfonnmg such services and shall at all times remain an independent contractor All the representations and warranties of Seller together with its service warranties and guarantees, if any, shall run to Buyer and Buyer's customers The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer 7 INDEMNITY Seller agrees to indemnify and hold Buyer harmless from all claims, liability, loss, damage and expense incurred or sustained by Buyer by reason of any breach of any warranty with respect to the goods or services which are purchased in accordance herewith 8 WORK ON BUYER'S OR BUYER'S CUSTOMER'S PREMISES If this order requires Seller to perform work on Buyer's or Buyer's customer's premises, Seller shall take all necessary precautions to prevent any injury to persons or damage to property during the progress of such work Except to the extent that any injury to persons or damage to property is due solely and directly to Buyers or its customer's fault or negligence, Seller agrees to indemnify Buyer and its customer against all loss or liability resulting from any act or omission of Seller, its employees, agents, or subcontractors 9 TAXES The puce of the supplies/services procured hereunder includes all applicable federal, state, and local taxes and duties unless otherwise stated in the Purchase Order 10 PACKAGING AND PACKING Seller shall be responsible for properly packing and packaging the supplies in suitable containers for protection during shipment in accordance with transportation regulations and good commercial practice 11 TITLE AND RISK OF LOSS The F 0 B point shall be the delivery destination indicated in this order, and title to the supplies and risk of loss or damage shall pass to Buyer upon Buyer's acceptance of the supplies regardless of where Buyer takes physical possession 12 INSPECTION AND TEST All goods supplied and services performed pursuant hereto shall be subject to inspection and test by Buyer and its agents If a defect exists and if Seller is unable or refuses to replace the goods or render the service again promptly, Buyer may replace such goods or obtain such services and charge Seller, or deduct from amounts owed by Buyer to Seller, the costs, expenses and losses including incidental and consequential damages incurred thereby which are in excess of Sellers price for such goods or services After notification to Seller that goods are defective, all risk of loss with respect to such goods shall be in Seller and Seller shall pay all packing and shipping charges in connection with defective goods returned by the Buyer Buyer's approval of design furnished by Seller shall not relieve Seller of its obligations herein All rights and remedies of the Buyer hereunder shall be in addition to any other remedies provided by law 13 DELIVERY Seller agrees that time is of the essence in the performance of this Purchase Order it is Seller's responsibility to furnish the quantity of supplies/services called for in this order No variation in the quantity specified herein will be accepted as compliance with this order Buyer reserves the right to return excess shipments at Seller's expense Seller agrees to advise Buyer, as soon as possible, of any delays in meeting the order delivery schedule and the reasons therefore If a delay is due to causes beyond Seller's and, when applicable, its subcontractor's control, and without fault or negligence of either of them, Buyer may, at its sole discretion, either adjust the delivery schedule or terminate the order for convenience If the delay is due to Seller's, or its subcontractor's, failure and the failure is not cured within ten (10) days after Seller's receipt of Buyer's notice thereof, Buyer may, at its sole discretion, either accept a revised delivery schedule and an equitable seduction in the order puce or terminate the order for default Acceptance of late deliveries shall not constitute a waiver thereof by Buyer 14 INVOICES An itemized invoice shall be submitted in tnplicate to the address shown on the face of the order to the attention of the Accounts Payable Department The invoice should contain the Purchase Order number, description of supplies/services furnished, quantity, unit prices, and total price Approval and payment of invoices may be delayed pending correction of any errors or omissions 11/1412012, 2 48 PM Kratos I HBE 2 o/5 CONFIDENTIAL Bid Proposal For: 15 PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY Seller shall at its expense Indemnify and defend Buyer and Buyer's successor in interest to the goods (collectively called "Buyer") against any claim, suit or proceeding (collectively called "suit") brought against Buyer which is based upon a claim, whether rightful or otherwise, that the goods or services, or any part thereof, furnished under this order, or Buyer's use (including resale) thereof, constitutes an infringement of any patent, trademark, or copyright in the United States, if Seller is given reasonable notice of such suit, and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by Buyer in connection with such suit In case the goods or services or use thereof is in such suit held to constitute infringement and the use thereof is enjoined, Seller shall at its expense and at its option either procure for Buyer the right to continue the use of such goods or services, or in a manner acceptable to Buyer make replacement or modification to avoid infringement The foregoing indemnity shall not apply, and Buyer shall indemnify and defend Seller if given notice and in the same manner and extent as provided above where such goods or services are allegedly infringing as a result of Seller's compliance with specified written instructions by Buyer directing use by Seller of a feature not customarily used by Seller 16 CHANGES Buyer shall have the right at any time to make changes m quantities, provided drawings, designs, specifications, materials, packaging, time of delivery, place of delivery, method of transportation, and any other terms of this Purchase Order If any such changes cause an Increase or decrease in the cost of, or time required for performance under this Purchase Order, Seller shall have ten (10) days to request, in writing, adjustments to the price and/or delivery schedule for material ordered or service provided directly affected by Buyer's changes To the extent that Buyer agrees to such adjustments, Buyer will revise this Purchase Order in wnting accordingly Any request by Seller for adjustments under this clause shall be deemed waived if not asserted within ten (10) days or if Seller commences performance of the change without objection to such terms Failure to timely request an adjustment shall not excuse Seller from performing in accordance with the revised Purchase Order No such adjustment or any other modification of the terms of this Purchase Order will be allowed unless authonzed by Buyer by means of a written revision to this Purchase Order 17 DISPUTES Any dispute arising under this order that is not settled by agreement between the parties may be settled by appropriate legal proceeding in the courts of the State of California Pending final resolution, Seller shall proceed, in all good faith, with the performance of this order in accordance with Buyer's instructions 18 TERMINATION a FOR CONVENIENCE — Buyer reserves the nght to terminate, upon written notice, this Purchase Order, in whole or in part In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any suppliers or subcontractors to cease such work Buyer shall only exercise its nght to terminate for convenience if it has been terminated by its customer b FOR DEFAULT Buyer may, without liability, and in addition to any other rights or remedies provided herein or by law, terminate this order in whole or in part by written nonce of default if Seller (a) fails to deliver the supplies or perform the services within the time specified, (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified, or (c) fails to comply with any of the other instructions, terms, or conditions Buyer's right to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer's nonce of such failure if Buyer terminates this order in whole or in part, Buyer may purchase similar supplies or services from others and Seller shall be liable for any additional costs above the onginal price for the terminated supplies/services In the event of a partial termination, Seller shall continue the work not terminated Seller shall not be liable for any additional costs if failure to perform anses from causes beyond Seller's or Seller's subcontractor's control and without fault or negligence of either of them, provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for the Seller to meet the order delivery requirements Buyer shall pay Seller the order pnce for any completed supplies/services delivered and accepted 19 SELLER CONTACTS WITH BUYER'S CUSTOMER If Seller is a subcontractor to Buyer under a Buyer prune contract, Buyer shall be responsible for all liaison and communications with Buyer's customer for the tern of this Purchase Order Seller shall not communicate with Buyer's customer regarding this Purchase Order unless authorized to do so by Buyer 20 BUYER'S PROPERTY AND INFORMATION Any property furnished to Seller for performance of the work shall remain the property of Buyer, shall be considered pnvate and confidential Buyer information, and shall not be given to others not having a need -to -know or used by Seller for its own purposes Upon order completion, all Buyer furnished property shall be returned to the Buyer 111 the same condition as received, allowing for reasonable wear and tear, except to the extent that the property has been incorporated into supplies delivered or consumed in the perfomiance of the work 21 UNAUTHORIZED CHANGES TO SUPPLIES/SERVICES Seller shall make no changes affecting form, fit, or function of the supplies without Buyer's prior wntten approval Any approvals by Buyer shall not relieve Seller of responsibility for any errors or deficiencies that may exist, or for performing the work and furnishing the supplies/services in stnct accordance with the Purchase Order requirements 22 USE OF DATA Seller shall not deliver or furnish any data subject to limned use of reproduction unless and until an agreement to hold in confidence or restrict distribution is accepted m writing by an authorized representative of Buyer Seller shall not use or disclose any data, designs, or other information belonging to or supplied by or on behalf of Buyer, except as required in the performance of this Purchase Order Upon completion of this Purchase Order, all data furnished by Buyer shall be returned to Buyer 23 INSURANCE Seller shall carry or obtain insurance as required by the Buyer Seller shall provide a certificate of insurance upon request 24 LIMITATION OF LIABILITY NEITHER PARTY SHALL BE RESPONSIBLE OR HELD LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHICH SHALL INCLUDE WITHOUT LIMITATION, LOSS OF PROFITS, PRODUCT OR SERVICE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAULT, NEGLIGENCE OR OTHER THEORY OF LIABILITY WHICH MAY BE ASSERTED AGAINST THE PARTY WHOSE LIABILITY HAS BEEN LIMITED 25 WAIVER OF RIGHTS Failure of either party to insist on performance of any provision of this Purchase Order shall not be constmed as a waiver of that provision or a waiver of Buyer's or Seller's right to require compliance with such provision in any later instance 26 SEVERABILITY If any provision of this Purchase Order is found to be illegal or unenforceable under law, that provision shall be deleted, however, all other provisions of this Purchase Order shall not be affected thereby, and shall remain in fill force and effect 11/142012 2 48 PM Kratos 1 HBE 3 of 5 CONFIDENTIAL Bid Proposal For: 27 ORDER OF PRECEDENCE Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence typed or wntten provisions on the face of this Purchase Order or continuation pages thereof, any attachments to these Terms and Conditions, these Standard Terms & Conditions, statements of work, specifications, and drawings 28 ENTIRE AGREEMENT This Purchase Order and the Terms and Conditions constitute the entire agreement between Buyer and Seller regarding this procurement and supersedes all previous written or oral agreement and commitments No terns or conditions of sale set forth in Seller's quotation or acknowledgment shall be Included as a part hereof, nor shall any prior course of dealing, custom, or usage in the trade supersede or modify any Purchase Order provisions Any subsequent additions, deletions or modifications to this agreement shall not be binding upon the parties unless same are mutually agreed upon and incorporate herein in wnting 29 EXPORT REQUIREMENTS The receiving Party shall not export any information furnished by the disclosing party without first complying with all requirements of the International Traffic in Arms Regulations (ITAR) and the Export Control Administration Act including the requirement for obtaining any export license, if applicable The receiving Party shall first obtain the wntten consent of disclosing Party prior to submitting any request for authonty to export any such information The receiving Party shall defend, indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorney's fees and all other expenses and costs arising from failure to comply with this paragraph or the international Traffic in Arms Regulations and the Export Administration Act 30 GOVERNMENT CONTRACT If this Purchase Order is placed under a U S Government contract, additional Terns and Conditions from the Federal Acquisition Regulation or agency supplements will be attached as listed below a Federal Acquisition Regulation (FAR) b Defense Federal Acquisition Regulation Supplement (DEARS) c FAR Commercial Item Terns and Conditions d Other 31 PROPRIETARY INFORMATION All information included, but not limited to drawings, prints, publications, specifications, process manufacturing techniques, software products and programs (in object code or any other form), and other intellectual property, provided by the Buyer to the Seller pnor to and dunng the performance of this order which is identified as propnetary by the Buyer shall be received in confidence by the Seller and shall remain the property of the Buyer Such mfonnatton shall not be reproduced, used, or disclosed to any third party by Buyer without the prior written consent of the Buyer Buyer shall own all rights and interest in any Intellectual property developed as a result of this order 32 ASSIGNMENT Neither the rights nor the duties of either Party under this order may be assigned in whole or m part by either Party without having first obtained the pnor wntten consent of the other Party Any attempted assignment or delegation without such consent shall be void 33 PUBLICITY Buyer must approve in writing, prior to releases and any other public statements concerning this Purchase Order or its contents 34 STOP WORK ORDER Buyer reserves the right to direct Seller to stop work m accordance with the provisions of this Purchase Order This may be exercised at the sole discretion of the Buyer Rights of the Seller shall be as specified in this Purchase Order 11/14/2012, 2 48 PM Kratos 1 HBE 4 of 5 CONFIDENTIAL KROITOS FROM STRENGTH TO SUCCESS DEP{NSt 0 SCCURIrY 50100000 Key Biscayne Police Department Date Accepted: Customer Name site Location Key Biscayne, Fronde 33149 Proposal No, SUX UNIT EXTENDED ITEM MANUFACTURER MODEL it DESCRIPTION OF PRODUCT (Unselect(13lanks)j SELL SELL Lenel Systems Imernatronal LNL-3300 Inlellgenl System Controller —12 VDC or 24 VDC er300nmA sae (5 in (127mm) 1 $ 1 478 25 $ 1,478 25 Lenel Systems Imernatronal LNL-1300 Single Reader Interface Module 32 $ 255 15 $ 8 164 80 Level Systems International LNL-8000 Star Munglexer 1 $ 475 20 $ 475 20 AL6000LACM Power Supply 12VDC or 24VDC Output 6 Amps wrh 8 Fuse Protected A11,01, x AL6000LACM Access Control System Outputs 5 $ 318 60 5 1,593 00 Secumron SN-EEB2 Emergency Exit Button single gang 30 second timer 9 $ 87 75 $ 789 75 Honeywell IS310WH Request to Exn PIR white 3 $ 53 99 $ 161 96 Tappan W ire and Cable Inc 18/6CSPL 18/6CSP L - Wire 18 Gauge s Cond Stranded Plenum 1 $ 298 94 $ 298 94 Arpnone MCW-S!A Plastic Desk Stand 1 $ 21 11 $ 21 11 Alphone RY-PA Intercom Remote Release Relay 1 $ 9 94 5 9 94 HID Corp 5355AGN00 ProOPro Proxmly Reader 12VDC Wlegand output charcoal 2 $ 179 87 $ 359 75 HID Corp 5375AGN00 MaoProx Long Range Proxrmfty Reader 24VDC Wregand output charcoal 1 $ 466 03 $ 466 03 Attronrx RB1224 691224 Relay 1224313C 5amp 120VAC 8 $ 8 78 $ 70 20 HID Corp 1386LGGMN ISOProx II while gloss front wrote gloss back 26 bit format matching n1 /eel no slot 300 $ 3 92 $ 1,174 50 Schlage M490 Electromagnetic Lock and Installation 1 $ 364 50 $ 364 50 A,pnone JKS-1AED Auerwvaeo Color lmercomm set 1 $ 623 69 $ 623 69 OnGuard 32E5 Server Software 0cense on DM — includes OnGuerd Server software Level Systems International SWS-32ES licenses for System Administration License Server Import Communication 1 $ 668 25 $ 668 25 Level Systems Imernatronal SWC-32ESI Ongurad 32ESI Chem Software License 1 $ 587 00 $ 567 00 Lenel Systems Imernatronal MC-MA300YMCKO Rio Pro VMCKO Dye Film - 300 images 1 $ 106 65 $ 106 65 Lenel Systems International MC -3633-0053 Cleaning 04 (10 cards 1 pen) Rio Pro 1 $ 33 75 $ 33 75 0rgda4 Camera 1 $ 222 75 $ 222 75 EQUIPMENT PRICE 17,650 02 INSTALLATION PRICE $ 12,005 24 TOTAL INSTALLATION CHARGES $ 29,656.26 GRAND TOTAL $ 29,655.26 11/14/2012 2 48 PM Kratos 1 HBE 5015 CONFIDENTIAL