HomeMy Public PortalAbout2018 Move software to new computer.pdfKRTOS
PUBLIC SAFETY & SECURITY SOLUTIONS, INC.
Proposal for:
Village of Key Biscayne - Move
Software to New Computer
03/06/2018
Submitted to:
VILLAGE OF KEY BISCAYNE FIRE D
ACCTS PAYABLE, 88 WEST MCINTYRE STREET
KEY BISCAYNE, FL 33149
Submitted by:
Krista Colandrea
Kratos Public Safety & Security Solutions, Inc.
5773 NW 158 Street
Miami Lakes, FL 33014
(305) 822-8565
Krista.Colandrea@kratospss.com
www.kratospss.com
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Proposal
Date: 03/06/2018
To:
Peter J. Kulpa
VILLAGE OF KEY BISCAYNE
ACCTS PAYABLE, 88 WEST MCINTYRE STREE
KEY BISCAYNE, FL 33149
Phone: (305) 365-8957
Email: peter.kulpa@vkb.org
Quote: 17300-1-0
From: Krista Colandrea
Kratos PSS
5773 NW 158 Street
Miami Lakes, FL 33014
Phone:
Email: Krista.Colandrea@kratospss.com
Kratos Public Safety & Security Solutions, Inc. (Kratos PSS) is pleased to submit this Proposal for your consideration. Kratos
PSS hereby agrees to provide the Professional Services & Equipment as required for the Client at the location shown above, as
described in the Scope of Work and Clarifications & Assumptions, as per the Kratos PSS Terms & Conditions hereinafter set
forth. This Proposal is valid for 30 days from the above date unless otherwise stated in writing within this Proposal.
Project Pricing
'Relocate software
OTY Manufacturer Part #
1 No SL Code SUSP-W-ES
Description
Support
Financial Summary
Total Proposal Amount:
Note: The above price does not include sales tax.
This project has NOT been priced at Prevailing Wage.
$2,072.49
Notice: These documents contain data proprietary to Kratos Public Safety & Security Solutions. Inc., which submits these documents in confidence
with the understanding that such data shall not be duplicated, used, or disclosed - in whole or in part - for any purpose without the prior, written
consent of Kratos Public Safety & Security Solutions, Inc. The customer is implicitly authorized to reproduce pages for evaluation of this proposal or to
excerpt pages or information for incorporation into customer briefings, proposals, et cetera that endorse the products and services of Kratos Public
Safety & Security Solutions, Inc.
VILLAGE OF KEY BISCAYNE FIRE D hereby authorizes Kratos Public Safety & Security Solutions, Inc. to perform the work it
accordance with the attached quote dated 03/06/2018, in the amount of $2,072.49.
Approval
Customer Signature
Kratos PSS Signature
Date
Print Name
4.7 V,j �j�•�ca
Print Name
K R!'.TOS
Proposal 2
Village of Key Biscayne - Move Software to New C VILLAGE OF KEY BISCAYNE FIRE D
Scope of Work
Kratos will provide labor and programming to reinstall Dongle ID 124273 (formerly 61942) on to a new
computer provided by the customer.
Kratos will provide labor to troubleshoot the Access Control Reader in the elevator cab. If the reader is
found to be defective, there will be an additional cost to repair which can be quoted at that time.
Kratos will renew the SUSP effective through 11/19/18
This estimate does not include sales tax.
This estimate does not include permit or permit fees.
Exceptions I Notes
KRTOS
Scope of Work 3
PUBLIC SAFETY U SECLIPIT' SOLUTIONS. INC
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Clarifications & Assumptions
In regards to the specification sections, drawings, addendum, and additional documentation detailed in the table below
we have generated this document to communicate Kratos PSS's Clarifications & Assumptions.
1. Kratos PSS has incorporated its best efforts to assure that this bid proposal completes any elements of design
that may have been implied, or otherwise would be required to provide the intended results of the design.
However, Kratos PSS cannot accept full responsibility for details and/or concepts of the design that are not
shown or described in the Contract Documents, Drawings, System Specifications, etc... The detail that is not
shown, described or explained therefore might not be included in this bid. These details can be included after
Kratos PSS receives the latest versions of the Specification along with all Bulletins, Appendixes, Addenda,
etc...
2. The Construction Manager of the subject property will provide Kratos PSS with full and complete access to the
subject property and designated work areas.
3. The Construction Manager of the subject property will provide all utilities, such as electric and water, utility
connections, building and facility services, space for temporary storage, site security, and bathroom facilities at
the subject property at no cost to Kratos PSS for the duration of the project.
4. The Construction Manager of the subject property will verify, identify, and mark -out all utilities and structures,
such as but not limited to, foundations, pilings, vaults, and pipes in and near the work areas. Kratos PSS is not
responsible for the direct or indirect costs associated with damage and/or repair of utility lines and structures not
identified, verified, and marked -out by the Construction Manager of the subject property.
5. The Construction Manager of the subject property will be responsible for transferring all moveable items, such as
but not limited to, vehicles, trailers, boxes, and containers from the designated work areas as required.
6. If site conditions cause significant delays in activities on the subject property, Kratos PSS reserves the right to
be compensated for these delays.
7. Kratos PSS is not responsible for any hoisting, scaffolding, shoring, stabilizing, or dewatering.
8. The final Scope of Work and Work Procedures must be verified and agreed upon by all applicable parties prior to
Kratos PSS initiating fieldwork for the project.
9. Kratos PSS will not be responsible for project bonding and special insurances, which are not specifically
identified in the RFP documentation.
10. Kratos PSS will not be responsible stand-by time/waiting time, demobilization/remobilization, fire watch, site
security, building/facility services, interference/delay from trades/unions or other parties, and/or stand-by
trades/unions.
11. Where the delivery of materials, components, or goods required under this agreement is delayed through no fault
of Kratos PSS, as a result of shortage of commodities, raw materials, components, and/or products, Kratos PSS
shall not be liable for any additional costs or damages associated with such delay(s).
12. Base Bid Price does NOT include costs for:
a. Background Screening
b. Locking Hardware
c. Fire Alarm Interface & Testing
d. High Voltage Power
e. Ceiling Tile Replacement
f. Cutting, Patching, & Painting
g. Conduit, Ladder Racks, & Pull Boxes
13. Additional equipment, labor, and materials required above and beyond the agreed upon Scope of Work included
in this proposal will be considered a Change Order and will only be executed upon receipt of written order, and
will be billed to the Client as an extra charge over and above the original estimate.
14. Costs associated with the Master Mechanic, Teamster Foreman, Laborer Foreman, Operating Engineers, Site
Safety Personnel, Maintenance Engineers, and temporary light, power & water are not included.
15. Kratos PSS does not accept back charges that have not been previously agreed upon in writing.
16. Pathways are assumed to be free and clear of obstructions.
17. All work areas are assumed to be free of lead and asbestos.
18. All work is to be performed during normal business hours.
19. Customer must provide CAD drawings in CAD format.
20. Permits are not included unless specifically stated otherwise in the RFP documentation.
21. All locking hardware to be provided and installed by others unless specified otherwise in the RFP documentatio
22. All low voltage cabling will be plenum rated and run above the ceiling without conduit, unless specified otherwise
in the RFP documentation.
KR!!TOS
Clarifications & Assumptions 4
Village of Key Biscayne - Move Software to New C VILLAGE OF KEY BISCAYNE FIRE D
23. A proper level of Air Conditioning and Ventilation must be provided for all areas in which security equipment is
installed. These areas include, but are not limited to Security Room, Racks & Consoles, Closets, Elevator
Machine Rooms, etc...
24. Completion in accordance with the schedule is contingent upon no strikes, accidents, or delaying events beyond
Kratos PSS's control.
25. Patching, painting, concrete, masonry, ceiling removals/replacements, temporary protections and debris removal
is not included.
26. Lighting conditions are anticipated to be adequate and proper for the operation of CCTV cameras.
27. Lock operation is subject to the proper condition and operation of door hardware, door alignment, and closing
devices. Access Control is contingent upon proper operation of all such devices and hardware. Factors such as
air conditioning, wind or related draft problems and abusive usage can render any system inoperative.
Eliminating and preventing these interfering factors is the responsibility of the customer.
28. Kratos PSS retains title to all equipment until installation or material title transfer is complete and reserves the
right to retake possession of the same or any part thereof at the customer's cost upon payment default.
29. Customer shall purchase and maintain all-risk builder's risk insurance upon the full value of the entire work,
including materials delivered to the job site, as per Kratos PSS's Terms & Conditions.
30. Kratos PSS shall not be responsible for delays or defaults that are occasioned by causes of any kind beyond
Kratos PSS's reasonable control, including but not limited to delays or defaults of architects, the customer or
customer's landlord, other contractors or subcontractors, any other third parties, or by civil disorder, labor
dispute, or Act of God. Kratos PSS shall be entitled to equitable adjustment in the amount of the Contract for
delays caused by any such party or cause.
31. Intellectual Property: This proposal and all accompanying materials, and the original information, designs,
concepts and ideas represented herein are the exclusive intellectual property of Kratos PSS as per Kratos PSS's
Terms & Conditions.
32. LIMITATION OF LIABILITY — KRATOS PSS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL,
CONSEQUENTAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY REASON WHATSOEVER AS FURTHER
DELINEATED IN KRATOS PSS's TERMS & CONDITIONS.
KRTOS
Clarifications & Assumptions 5
oI IAI If. SAFFTV A FCIIRITV SOLUTIONS INS.
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Terms & Conditions
The following terms and conditions are entered into between the party receiving this proposal ("Client"), and Kratos Public Safety & Security
Solutions, Inc. ("Kratos"). Client and Kratos may be referred to herein individually as the "Party" or collectively as the "Parties." In the event a
contract is not entered into between the Parties, the terms and conditions set forth herein shall constitute the agreement ('Agreement")
between the Parties.
1. Scope and Compensation. Kratos shall perform on behalf of Client services as described in the scope of work section above
("Services") and shall be compensated according to the pricing set forth herein ("Fees"). Client shall pay Kratos within thirty (30) days of the
date of Kratos' invoice. Any amount in an invoice which is disputed by Client shall be resolved by senior management of the Parties and once
resolved, shall be paid within ten (10) days of the date of resolution. Client shall pay interest on outstanding invoiced amounts at the lesser of
the maximum amount permitted at law or at the rate of one and one-half percent (1.5%) of the overdue amount due per month. Payment of
interest on overdue accounts shall not excuse payment of the principal amount. All taxes and similar assessments, levies and
government -imposed obligations with respect to Kratos' income derived from its performance of Services shall be paid by Kratos. Client shall
pay all other applicable taxes.
2. Term of Agreement The term of this Agreement shall be one (1) year from the Effective Date unless otherwise terminated in
accordance with this Agreement.
3. Warranty. Kratos warrants it shall perform its Services in accordance with the current standards of care and diligence normally practiced
by professionals in performing services of a similar nature. If, during a one (1) year period following the completion of the Services, Client
shows that there is an error in the Services as a result of Kratos' failure to meet those standards, and Client has notified Kratos in writing of
any such error within that period, Kratos shall perform such corrective services within the original scope of Services as may be necessary to
remedy such error.
4. Equipment, If Kratos is providing equipment or materials, Client hereby accepts delivery of such equipment or materials at the point of
origin at Kratos' freight forwarder and assumes ownership of the equipment or materials at such point. Unless otherwise stated. Kratos, for
the protection of Client, shall demand the warranty for equipment or materials, or guarantees for the procurement of services from all vendors
and subcontractors to be made available to Client to the full extent of the terms thereof. Kratos' liability with respect to such equipment and
materials obtained from vendors or services from subcontractors shall be limited to procuring guarantees from such vendors or
subcontractors and rendering all reasonable assistance to Client as part of the Services for the purpose of enforcing the same.
5. Insurance. Each Party shall take out and maintain at its own expense all insurance necessary to cover its obligations under the
Agreement.
6. Liability. Kratos shall hold Client harmless against any and all claims, demands and causes of action for injury to or death of persons or
for damage to tangible property (other than property of Client) to the extent caused by the negligent acts of Kratos. Kratos' liability under this
Agreement shall not exceed the compensation actually paid by Client to Kratos under this Agreement, and, to the fullest extent permitted by
law, Client agrees to release, defend, and hold Kratos and its affiliates and each of their respective successors, assigns, employees,
agents, officers and directors harmless from and against any and all further liability arising in any manner from this Agreement and Kratos'
performance of the Services. Client agrees to waive, and shall require its insurers to waive, subrogation against Kratos under any
applicable policy of insurance. NEITHER PARTY SHALL BE RESPONSIBLE OR HELD LIABLE TO THE OTHER FOR INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF INVESTMENT, LOSS OF PRODUCT OR
BUSINESS INTERRUPTION, HOWSOEVER CAUSED.
7. Confidential Information. Each Party may make available to the other access to certain trade secrets and other confidential technical,
business and financial information, including the contents of this Agreement and the Exhibits thereto (collectively, "Confidential Information").
So long as and to the extent that Confidential Information is marked "Confidential" or "Proprietary" (if in tangible form) or is not generally
available to the public from other sources, each Party shall safeguard such Confidential Information in the manner in which it safeguards its
own confidential information, and shall not disclose Confidential Information to its employees. contractors and agents, except to the extent
necessary to enable it to fulfill its obligations under this Agreement. The obligations of this Section 7 shall survive for two (2) years after the
termination or expiration of this Agreement. Client shall indemnify Kratos from third party liability arising from any unintended use or
unauthorized disclosure.
8. Termination. Either Party may, with or without cause, terminate the Services at any time upon ten (10) working days' written notice to the
other Party. In either case, Kratos shall be paid costs incurred and fees earned to the date of termination and through demobilization.
9. Independent Contractor. Kratos shall perform the Services as an independent contractor.
10. Force Maieure. Any delays in or failure of performance by Kratos shall not constitute a default hereunder if such delays or failures of
performance are caused by occurrences beyond the reasonable control of Kratos, including but not limited to: acts of God or the public
enemy; expropriation or confiscation; compliance with any order of any governmental authority; changes in law; act of war, rebellion or
sabotage or damage resulting there from; fires, floods, explosion, accidents, riots; strikes or other concerted acts of workmen, whether direct
or indirect; delays in permitting; or any other causes, whether similar or dissimilar, which are beyond the reasonable control of Kratos. In the
event such occurrence impacts Kratos' obligations hereunder or causes Kratos to incur additional costs, Kratos' obligations shall be equitably
adjusted and it shall be entitled to reimbursement for such additional costs.
11. Change Management. Either Party may initiate a change by advising the other Party in writing of the change believed to be necessary.
As soon thereafter as practicable, Kratos shall prepare and forward to Client a cost estimate for the adjustment to the price, and a schedule
impact of the change, and any effect on Kratos' ability to comply with any of its obligations under this Agreement, including warranties and
guarantees. Client shall advise Kratos in writing of its approval or disapproval of the change. If Client approves the change, Kratos shall
perform the Services as changed. If Client disapproves, the proposed change may be referred to senior management of the Parties.
12. Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of Delaware without
regard to conflicts of law principles. The senior management of each Party shall first attempt to resolve any dispute arising under this
Agreement; if a resolution cannot be reached, the Parties agree to submit such dispute to arbitration under the then current commercial
arbitration rules of the American Arbitration Association ("AAA") and conduct the arbitration at a location mutually agreeable to the Parties. The
arbitrator's decision shall be final and binding, and may be entered in any court having jurisdiction thereof. Each Party shall pay its own costs
KR!'.TOS
Terms & Conditions 6
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f e e s a n d a n y a d m i n i s t r a t i v e o r f i l i n g f e e s .
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f a c s i m i l e , a n d a d d r e s s e d a s f o l l o w s : I f t o K r a t o s : K r a t o s P u b l i c S a f e t y & S e c u r i t y S o l u t i o n s , I n c . , A t t n : C o n t r a c t s , 1 7 - 0 1 P o l l i t t D r i v e F a i r
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i n f o r m a t i o n b y g i v i n g w r i t t e n n o t i c e .
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r e l e a s e s f r o m , e x c l u s i o n s a g a i n s t a n d l i m i t a t i o n s o f l i a b i l i t y h a v e b e e n f r e e l y a n d f a i r l y n e g o t i a t e d . E a c h P a r t y a c k n o w l e d g e s t h a t i n e x e c u t i n g
t h i s A g r e e m e n t t h e y h a v e r e l i e d s o l e l y o n t h e i r o w n j u d g m e n t , b e l i e f a n d k n o w l e d g e , a n d s u c h a d v i c e a s t h e y m a y h a v e r e c e i v e d f r o m t h e i r
o w n c o u n s e l , a n d t h e y h a v e n o t b e e n i n f l u e n c e d b y a n y r e p r e s e n t a t i o n o r s t a t e m e n t s m a d e b y a n y o t h e r P a r t y o r i t s c o u n s e l . N o p r o v i s i o n i n
t h i s A g r e e m e n t i s t o b e i n t e r p r e t e d f o r o r a g a i n s t a n y P a r t y b e c a u s e t h a t P a r t y o r i t s c o u n s e l d r a f t e d s u c h p r o v i s i o n . I n t h e e v e n t t h a t a n y
p o r t i o n o r a l l o f t h i s A g r e e m e n t i s h e l d t o b e v o i d o r u n e n f o r c e a b l e , t h e P a r t i e s a g r e e t o n e g o t i a t e i n g o o d f a i t h t o a m e n d t h e t e r m s o f t h e
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s o l e l y t o e a c h o t h e r w i t h r e s p e c t t o t h e p e r f o r m a n c e o f t h i s A g r e e m e n t . K r a t o s m a y h a v e p o r t i o n s o f t h e S e r v i c e s p e r f o r m e d b y i t s a f f i l i a t e d
e n t i t i e s o r t h e i r e m p l o y e e s , i n w h i c h e v e n t K r a t o s s h a l l b e r e s p o n s i b l e f o r a n d C l i e n t s h a l l l o o k s o l e l y t o K r a t o s a s i f s u c h S e r v i c e s w e r e
p e r f o r m e d b y K r a t o s h e r e u n d e r . T h e p r o v i s i o n s o f t h i s A g r e e m e n t w h i c h b y t h e i r n a t u r e a r e i n t e n d e d t o s u r v i v e t h e t e r m i n a t i o n , c a n c e l l a t i o n ,
c o m p l e t i o n o r e x p i r a t i o n o f t h e A g r e e m e n t , i n c l u d i n g b u t n o t l i m i t e d t o a n y e x p r e s s e d l i m i t a t i o n s o f o r r e l e a s e s f r o m l i a b i l i t y , s h a l l c o n t i n u e a s
v a l i d a n d e n f o r c e a b l e o b l i g a t i o n s o f t h e P a r t i e s n o t w i t h s t a n d i n g a n y s u c h t e r m i n a t i o n , c a n c e l l a t i o n , c o m p l e t i o n , o r e x p i r a t i o n .
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A g r e e m e n t s h a l l c o n s t i t u t e t h e c o m p l e t e b a s i s f o r t h e A g r e e m e n t , a n d s u p e r s e d e s a n y o t h e r r e p r e s e n t a t i o n , u n d e r s t a n d i n g o r a g r e e m e n t , o r a l
o r o t h e r w i s e , i n c l u d i n g t e r m s a n d c o n d i t i o n s t h a t m a y b e i n c l u d e d i n p u r c h a s e o r d e r s i s s u e d b y C l i e n t t o K r a t o s . A n y t e r m o r c o n d i t i o n o f a n y
p u r c h a s e o r d e r s h a l l h a v e n o f o r c e o r e f f e c t o n K r a t o s o r t h i s A g r e e m e n t . A n y f a i l u r e b y e i t h e r P a r t y t o e n f o r c e t h e o t h e r P a r t y ' s s t r i c t
p e r f o r m a n c e o f a n y p r o v i s i o n o f t h i s A g r e e m e n t w i l l n o t c o n s t i t u t e a w a i v e r o f i t s r i g h t t o s u b s e q u e n t l y e n f o r c e s u c h p r o v i s i o n o r a n y o t h e r
p r o v i s i o n o f t h i s A g r e e m e n t . K r a t o s s h a l l o w n e x c l u s i v e l y t h e r i g h t s t o a n y s o f t w a r e , p r o g r a m , a l g o r i t h m o r o t h e r c o p y r i g h t a b l e m a t e r i a l t h a t
w a s o w n e d b y o r l i c e n s e d t o K r a t o s p r i o r t o i t s e x e c u t i o n o f t h i s A g r e e m e n t , r e g a r d l e s s o f t h e u s e o r p r e s e n c e o f s u c h m a t e r i a l i n t h e
c r e a t i o n o f a n y w o r k p r o d u c t o r d e l i v e r a b l e f o r C l i e n t . T h e w a r r a n t i e s , o b l i g a t i o n s , l i a b i l i t i e s a n d r e m e d i e s o f C l i e n t a s p r o v i d e d h e r e i n a r e
e x c l u s i v e a n d i n l i e u o f a n y o t h e r s a v a i l a b l e a t l a w o r i n e q u i t y . I n d e m n i t i e s a g a i n s t , r e l e a s e s f r o m , a s s u m p t i o n s o f a n d l i m i t a t i o n s o n l i a b i l i t y
a n d l i m i t a t i o n s o n r e m e d i e s e x p r e s s e d i n t h i s A g r e e m e n t , a s w e l l a s w a i v e r s o f s u b r o g a t i o n r i g h t s , s h a l l a p p l y n o t w i t h s t a n d i n g t h e f a u l t ,
n e g l i g e n c e ( w h e t h e r a c t i v e , p a s s i v e , j o i n t o r c o n c u r r e n t ) , s t r i c t l i a b i l i t y o r o t h e r t h e o r y o f l e g a l l i a b i l i t y o f t h e P a r t y i n d e m n i f i e d , r e l e a s e d o r
w h o s e l i a b i l i t y i s l i m i t e d o r a s s u m e d o r a g a i n s t w h o m r e m e d i e s h a v e b e e n l i m i t e d o r r i g h t s o f s u b r o g a t i o n h a v e b e e n w a i v e d a n d s h a l l e x t e n d
t o t h e o f f i c e r s , d i r e c t o r s , e m p l o y e e s , l i c e n s o r s , a g e n t s , p a r t n e r s a n d r e l a t e d e n t i t i e s o f s u c h P a r t y a n d i t s p a r t n e r s a n d r e l a t e d e n t i t i e s .
1 6 . I n s t a l l a t i o n T i m e . K r a t o s a s s u m e s t h a t t h e S e r v i c e s w i l l b e p e r f o r m e d b e t w e e n t h e h o u r s o f 7 a m t o 4 p m , M o n d a y t h r o u g h F r i d a y ,
e x c l u s i v e o f K r a t o s h o l i d a y s . U n l e s s s p e c i f i c a l l y s t a t e d h e r e i n o t h e r w i s e , C l i e n t s h a l l i n c u r a d d i t i o n a l c h a r g e s f o r w o r k r e q u i r e d o u t s i d e o f
t h e s e t i m e f r a m e s .
1 7 . D r a w i n g s . C l i e n t s h a l l p r o v i d e K r a t o s w i t h a n e l e c t r o n i c v e r s i o n o f d r a w i n g s f o r t h e p e r f o r m a n c e o f t h e S e r v i c e s . C l i e n t s h a l l p r o v i d e
K r a t o s t o - s c a l e A U T O C A D d r a w i n g s i n e l e c t r o n i c f o r m a t . I f C l i e n t c a n n o t p r o v i d e t h e s e d r a w i n g s , a n a d d i t i o n a l c h a r g e m a y a c c r u e f o r K r a t o s
t o c r e a t e d r a w i n g s n e c e s s a r y f o r t h e c o m p l e t i o n o f t h e S e r v i c e s .
1 8 . P a t c h / P a i n t E x c l u s i o n . I n t h e n o r m a l p r o c e s s o f i n s t a l l a t i o n , p a t c h i n g a n d p a i n t i n g i n c e r t a i n a r e a s m a y b e r e q u i r e d . U n l e s s s p e c i f i c a l l y
s t a t e d h e r e i n , K r a t o s h a s n o t i n c l u d e d p r o v i s i o n s t o p r o v i d e a n y p a t c h i n g o f w a l l s o r p a i n t i n g .
1 9 . C l i e n t R e s p o n s i b i l i t i e s . E v e r y p r o p o s a l r e q u i r e s c e r t a i n p a r t s , p i e c e s , o r l a b o r t o b e p r o v i d e d b y C l i e n t . K r a t o s h a s m a d e e v e r y
a t t e m p t t o l i s t t h e r e s p o n s i b i l i t i e s o f C l i e n t i n t h i s p r o p o s a l . T h e s e r e s p o n s i b i l i t i e s m a y i n c l u d e , b u t a r e n o t l i m i t e d t o , A C p o w e r c o n n e c t i o n s ,
l i g h t i n g c o n d i t i o n s , n e t w o r k d r o p s , o r I P a d d r e s s e s , a n d s t r u c t u r a l i n t e g r i t y .
K R O T O S
T e r m s & C o n d i t i o n s 7
N 1 4 1 . 1 C , S A F E ' V A ` E C n W r y g n l : I n n n c p l r .
KRMTOS
PUBLIC SAFETY & SECURITY SOLUTIONS, INC.
Proposal for:
Village of Key Biscayne - Move
Software to New Computer
03/06/2018
Submitted to:
VILLAGE OF KEY BISCAYNE FIRE D
ACCTS PAYABLE, 88 WEST MCINTYRE STREET
KEY BISCAYNE, FL 33149
Submitted by:
Krista Colandrea
Kratos Public Safety & Security Solutions, Inc.
5773 NW 158 Street
Miami Lakes, FL 33014
(305) 822-8565
Krista.Colandrea@kratospss.com
www.kratospss.com
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Proposal
Date: 03/06/2018
To: Peter J. Kulpa
VILLAGE OF KEY BISCAYNE
ACCTS PAYABLE, 88 WEST MCINTYRE STREE-
KEY BISCAYNE, FL 33149
Phone: (305) 365-8957
Email: peter.kulpa@vkb.org
Quote: 17300-1-0
From: Krista Colandrea
Kratos PSS
5773 NW 158 Street
Miami Lakes. FL 33014
Phone:
Email: Krista.Colandrea@kratospss.com
Kratos Public Safety & Security Solutions, Inc. (Kratos PSS) is pleased to submit this Proposal for your consideration Kratos
PSS hereby agrees to provide the Professional Services & Equipment as required for the Client at the location shown above, as
described in the Scope of Work and Clarifications & Assumptions, as per the Kratos PSS Terms & Conditions hereinafter set
forth. This Proposal is valid for 30 days from the above date unless otherwise stated in writing within this Proposal.
Project Pricing
Relocate software
QTY Manufacturer
1 No SL Code
Part #
SUSP-VV-ES
Description
Financial Summary
Total Proposal Amount:
Note: The above price does not include sales tax.
This project has NOT been priced at Prevailing Wage.
$2,072.49
Notice: These documents contain data proprietary to Kratos Public Safety & Security Solutions. Inc . which submits these documents in confidence
with the understanding that such data shall not be duplicated, used, or disclosed - in whole or in part - for any purpose without the prior, written
consent of Kratos Public Safety & Security Solutions, Inc. The customer is implicitly authorized to reproduce pages for evaluation of this proposal or to
excerpt pages or information for incorporation into customer briefings, proposals, et cetera that endorse the products and services of Kratos Public
Safety & Secunty Solutions, Inc.
VILLAGE OF KEY BISCAYNE FIRE D hereby authorizes Kratos Public Safety & Security Solutions, Inc. to perform the work it
accordance with the attached quote dated 03/06/2018, in the amount of $2,072.49.
Approval
Customer Signature
Date
Kratos PSS Signature
Date
Print Name/ /Csb—
�
Print Name
KRlliTOS
Proposal 2
�l. OLIC FA( r(Y& SECIINITY SOLLTIONS NC
Village of Key Biscayne - Move Software to New C VILLAGE OF KEY BISCAYNE FIRE D
Scope of Work
Kratos will provide labor and programming to reinstall Dongle ID 124273 (formerly 61942) on to a new
computer provided by the customer.
Kratos will provide labor to troubleshoot the Access Control Reader in the elevator cab. If the reader is
found to be defective, there will be an additional cost to repair which can be quoted at that time.
Kratos will renew the SUSP effective through 11/19/18
This estimate does not include sales tax.
This estimate does not include permit or permit fees.
Exceptions / Notes
KRTOS
Scope of Work 3
'URIC SAFEY&acorn( SOUMONS Nc
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Clarifications & Assumptions
In regards to the specification sections, drawings, addendum, and additional documentation detailed in the table below
we have generated this document to communicate Kratos PSS's Clarifications & Assumptions.
1. Kratos PSS has incorporated its best efforts to assure that this bid proposal completes any elements of design
that may have been implied, or otherwise would be required to provide the intended results of the design.
However, Kratos PSS cannot accept full responsibility for details and/or concepts of the design that are not
shown or described in the Contract Documents. Drawings, System Specifications. etc... The detail that is not
shown, described or explained therefore might not be included in this bid. These details can be included after
Kratos PSS receives the latest versions of the Specification along with all Bulletins, Appendixes, Addenda,
etc...
2. The Construction Manager of the subject property will provide Kratos PSS with full and complete access to the
subject property and designated work areas.
3. The Construction Manager of the subject property will provide all utilities, such as electric and water, utility
connections, building and facility services. space for temporary storage, site security, and bathroom facilities at
the subject property at no cost to Kratos PSS for the duration of the project.
4. The Construction Manager of the subject property will verify, identify. and mark -out all utilities and structures,
such as but not limited to, foundations, pilings. vaults, and pipes in and near the work areas. Kratos PSS is not
responsible for the direct or indirect costs associated with damage and/or repair of utility lines and structures not
identified, verified, and marked -out by the Construction Manager of the subject property.
5. The Construction Manager of the subject property will be responsible for transferring all moveable items, such as
but not limited to, vehicles, trailers, boxes, and containers from the designated work areas as required.
6. If site conditions cause significant delays in activities on the subject property, Kratos PSS reserves the right to
be compensated for these delays.
7. Kratos PSS is not responsible for any hoisting, scaffolding, shoring. stabilizing, or dewatering.
8. The final Scope of Work and Work Procedures must be verified and agreed upon by all applicable parties prior to
Kratos PSS initiating fieldwork for the project.
9. Kratos PSS will not be responsible for project bonding and special insurances. which are not specifically
identified in the RFP documentation.
10. Kratos PSS will not be responsible stand-by time/waiting time, demobilization/remobilization, fire watch. site
security, building/facility services. interference/delay from trades/unions or other parties, and/or stand-by
trades/unions.
11 . Where the delivery of materials, components, or goods required under this agreement is delayed through no fault
of Kratos PSS, as a result of shortage of commodities. raw materials, components, and/or products. Kratos PSS
shall not be liable for any additional costs or damages associated with such delay(s).
12. Base Bid Price does NOT include costs for:
a. Background Screening
b. Locking Hardware
c. Fire Alarm Interface & Testing
d. High Voltage Power
e. Ceiling Tile Replacement
f. Cutting, Patching, & Painting
g. Conduit, Ladder Racks, & Pull Boxes
13. Additional equipment, labor. and materials required above and beyond the agreed upon Scope of Work included
in this proposal will be considered a Change Order and will only be executed upon receipt of written order, and
will be billed to the Client as an extra charge over and above the original estimate.
14. Costs associated with the Master Mechanic, Teamster Foreman, Laborer Foreman, Operating Engineers. Site
Safety Personnel, Maintenance Engineers, and temporary light. power & water are not included.
15. Kratos PSS does not accept back charges that have not been previously agreed upon in writing.
16. Pathways are assumed to be free and clear of obstructions.
17. All work areas are assumed to be free of lead and asbestos.
18. All work is to be performed during normal business hours.
19. Customer must provide CAD drawings in CAD format.
20. Permits are not included unless specifically stated otherwise in the RFP documentation.
21. All locking hardware to be provided and installed by others unless specified otherwise in the RFP documentatio
22. All low voltage cabling will be plenum rated and run above the ceiling without conduit. unless specified otherwise
in the RFP documentation.
KRIATOS
Clarifications & Assumptions 4
�1;81:C SAFETY P. SECURfY SDUJTIDNS NC
Village of Key Biscayne - Move Software to New C VILLAGE OF KEY BISCAYNE FIRE D
23. A proper level of Air Conditioning and Ventilation must be provided for all areas in which security equipment is
installed. These areas include, but are not limited to Security Room, Racks & Consoles, Closets, Elevator
Machine Rooms. etc...
24. Completion in accordance with the schedule is contingent upon no strikes. accidents, or delaying events beyond
Kratos PSS's control.
25. Patching, painting. concrete. masonry. ceiling removals/replacements. temporary protections and debris removal
is not included.
26. Lighting conditions are anticipated to be adequate and proper for the operation of CCTV cameras.
27. Lock operation is subject to the proper condition and operation of door hardware, door alignment, and closing
devices. Access Control is contingent upon proper operation of all such devices and hardware. Factors such as
air conditioning, wind or related draft problems and abusive usage can render any system inoperative.
Eliminating and preventing these interfering factors is the responsibility of the customer.
28. Kratos PSS retains title to all equipment until installation or material title transfer is complete and reserves the
right to retake possession of the same or any part thereof at the customer's cost upon payment default.
29. Customer shall purchase and maintain all-risk builder's risk insurance upon the full value of the entire work,
including materials delivered to the job site, as per Kratos PSS's Terms & Conditions.
30. Kratos PSS shall not be responsible for delays or defaults that are occasioned by causes of any kind beyond
Kratos PSS's reasonable control, including but not limited to delays or defaults of architects, the customer or
customer's landlord, other contractors or subcontractors. any other third parties, or by civil disorder, labor
dispute, or Act of God. Kratos PSS shall be entitled to equitable adjustment in the amount of the Contract for
delays caused by any such party or cause.
31. Intellectual Property: This proposal and all accompanying materials, and the original information, designs,
concepts and ideas represented herein are the exclusive intellectual property of Kratos PSS as per Kratos PSS's
Terms & Conditions.
32. LIMITATION OF LIABILITY — KRATOS PSS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL,
CONSEQUENTAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY REASON WHATSOEVER AS FURTHER
DELINEATED IN KRATOS PSS's TERMS & CONDITIONS.
KRTOS
Clarifications & Assumptions 5
PUBLIC SMETY& SECIBIITI SOLUTIONS INC
Village of Key Biscayne - Move Software to New C
VILLAGE OF KEY BISCAYNE FIRE D
Terms & Conditions
The following terms and conditions are entered into between the party receiving this proposal ("Client"), and Kratos Public Safety & Security
Solutions, Inc. ("Kratos"). Client and Kratos may be referred to herein individually as the "Party" or collectively as the "Parties." In the event a
contract is not entered into between the Parties, the terms and conditions set forth herein shall constitute the agreement ("Agreement")
between the Parties.
1. Scope and Compensation. Kratos shall perform on behalf of Client services as described in the scope of work section above
("Services") and shall be compensated according to the pricing set forth herein ("Fees"). Client shall pay Kratos within thirty (30) days of the
date of Kratos' invoice. Any amount in an invoice which is disputed by Client shall be resolved by senior management of the Parties and once
resolved, shall be paid within ten (10) days of the date of resolution. Client shall pay interest on outstanding invoiced amounts at the lesser of
the maximum amount permitted at law or at the rate of one and one-half percent (1.5%) of the overdue amount due per month. Payment of
interest on overdue accounts shall not excuse payment of the principal amount. All taxes and similar assessments, levies and
government -imposed obligations with respect to Kratos' income derived from its performance of Services shall be paid by Kratos. Client shall
pay all other applicable taxes.
2. Term of Agreement. The term of this Agreement shall be one (1) year from the Effective Date unless otherwise terminated in
accordance with this Agreement.
3. Warranty. Kratos warrants it shall perform its Services in accordance with the current standards of care and diligence normally practiced
by professionals in performing services of a similar nature. If, during a one (1) year period following the completion of the Services, Client
shows that there is an error in the Services as a result of Kratos' failure to meet those standards, and Client has notified Kratos in writing of
any such error within that period, Kratos shall perform such corrective services within the original scope of Services as may be necessary to
remedy such error.
4. Equipment. If Kratos is providing equipment or materials, Client hereby accepts delivery of such equipment or materials at the point of
origin at Kratos' freight forwarder and assumes ownership of the equipment or materials at such point. Unless otherwise stated, Kratos, for
the protection of Client, shall demand the warranty for equipment or materials, or guarantees for the procurement of services from all vendors
and subcontractors to be made available to Client to the full extent of the terms thereof. Kratos' liability with respect to such equipment and
materials obtained from vendors or services from subcontractors shall be limited to procuring guarantees from such vendors or
subcontractors and rendering all reasonable assistance to Client as part of the Services for the purpose of enforcing the same.
5. Insurance. Each Party shall take out and maintain at its own expense all insurance necessary to cover its obligations under the
Agreement.
6. Liability. Kratos shall hold Client harmless against any and all claims, demands and causes of action for injury to or death of persons or
for damage to tangible property (other than property of Client) to the extent caused by the negligent acts of Kratos. Kratos' liability under this
Agreement shall not exceed the compensation actually paid by Client to Kratos under this Agreement, and, to the fullest extent permitted by
law, Client agrees to release, defend, and hold Kratos and its affiliates and each of their respective successors, assigns, employees,
agents, officers and directors harmless from and against any and all further liability arising in any manner from this Agreement and Kratos'
performance of the Services. Client agrees to waive, and shall require its insurers to waive, subrogation against Kratos under any
applicable policy of insurance. NEITHER PARTY SHALL BE RESPONSIBLE OR HELD LIABLE TO THE OTHER FOR INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF INVESTMENT, LOSS OF PRODUCT OR
BUSINESS INTERRUPTION, HOWSOEVER CAUSED.
7. Confidential Information. Each Party may make available to the other access to certain trade secrets and other confidential technical,
business and financial information, including the contents of this Agreement and the Exhibits thereto (collectively, "Confidential Information").
So long as and to the extent that Confidential Information is marked "Confidential" or "Proprietary" (if in tangible form) or is not generally
available to the public from other sources, each Party shall safeguard such Confidential Information in the manner in which it safeguards its
own confidential information, and shall not disclose Confidential Information to its employees, contractors and agents, except to the extent
necessary to enable it to fulfill its obligations under this Agreement. The obligations of this Section 7 shall survive for two (2) years after the
termination or expiration of this Agreement. Client shall indemnify Kratos from third party liability arising from any unintended use or
unauthorized disclosure.
8. Termination. Either Party may, with or without cause, terminate the Services at any time upon ten (10) working days' written notice to the
other Party. In either case, Kratos shall be paid costs incurred and fees earned to the date of termination and through demobilization.
9. Independent Contractor. Kratos shall perform the Services as an independent contractor.
10. Force Majeure. Any delays in or failure of performance by Kratos shall not constitute a default hereunder if such delays or failures of
performance are caused by occurrences beyond the reasonable control of Kratos, including but not limited to: acts of God or the public
enemy; expropriation or confiscation; compliance with any order of any governmental authority; changes in law; act of war, rebellion or
sabotage or damage resulting there from: fires, floods, explosion, accidents, riots; strikes or other concerted acts of workmen, whether direct
or indirect; delays in permitting; or any other causes, whether similar or dissimilar, which are beyond the reasonable control of Kratos. In the
event such occurrence impacts Kratos' obligations hereunder or causes Kratos to incur additional costs, Kratos' obligations shall be equitably
adjusted and it shall be entitled to reimbursement for such additional costs.
11. Change Management. Either Party may initiate a change by advising the other Party in writing of the change believed to be necessary.
As soon thereafter as practicable, Kratos shall prepare and forward to Client a cost estimate for the adjustment to the price, and a schedule
impact of the change, and any effect on Kratos' ability to comply with any of its obligations under this Agreement, including warranties and
guarantees. Client shall advise Kratos in writing of its approval or disapproval of the change. If Client approves the change, Kratos shall
perform the Services as changed. If Client disapproves, the proposed change may be referred to senior management of the Parties.
12. Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of Delaware without
regard to conflicts of law principles. The senior management of each Party shall first attempt to resolve any dispute arising under this
Agreement; if a resolution cannot be reached, the Parties agree to submit such dispute to arbitration under the then current commercial
arbitration rules of the American Arbitration Association ("AAA") and conduct the arbitration at a location mutually agreeable to the Parties. The
arbitrator's decision shall be final and binding, and may be entered in any court having jurisdiction thereof. Each Party shall pay its own costs
KROTOS
Terms & Conditions 6
Village of Key Biscayne - Move Software to New C VILLAGE OF KEY BISCAYNE FIRE D
and expenses incurred in connection with the arbitration, including legal fees, and each Party shall pay one-half the arbitrator's professional
fees and any administrative or filing fees.
13. Notices. All notices or other communications to be given by either Party to the other shall be deemed duly given when made in writing and
delivered in person or when deposited to the United States mail, postage prepaid, certified, return receipt requested, or sent via confirmed
facsimile, and addressed as follows: If to Kratos: Kratos Public Safety & Security Solutions, Inc., Attn: Contracts, 17-01 Pollitt Drive Fair
Lawn, NJ 07410, Tel.: (201) 301-6921, Fax: (201) 794-8341. If to Client: at Client's information below. AParty may change its notice
information by giving written notice.
14. Interpretation. The Parties acknowledge and agree the terms and conditions of this Agreement, including those relating to allocations of,
releases from, exclusions against and limitations of liability have been freely and fairly negotiated. Each Party acknowledges that in executing
this Agreement they have relied solely on their own judgment, belief and knowledge, and such advice as they may have received from their
own counsel, and they have not been influenced by any representation or statements made by any other Party or its counsel. No provision in
this Agreement is to be interpreted for or against any Party because that Party or its counsel drafted such provision. In the event that any
portion or all of this Agreement is held to be void or unenforceable, the Parties agree to negotiate in good faith to amend the terms of the
Agreement to affect the intent of the Parties as set forth in this Agreement Except as otherwise provided herein, the Parties agree to look
solely to each other with respect to the performance of this Agreement. Kratos may have portions of the Services performed by its affiliated
entities or their employees, in which event Kratos shall be responsible for and Client shall look solely to Kratos as if such Services were
performed by Kratos hereunder. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation,
completion or expiration of the Agreement, including but not limited to any expressed limitations of or releases from liability, shall continue as
valid and enforceable obligations of the Parties notwithstanding any such termination, cancellation, completion, or expiration.
15. Miscellaneous. Until this Agreement is superseded by a mutually agreeable contract executed by and between the Parties, this
Agreement shall constitute the complete basis for the Agreement, and supersedes any other representation, understanding or agreement, oral
or otherwise, including terms and conditions that may be included in purchase orders issued by Client to Kratos. Any term or condition of any
purchase order shall have no force or effect on Kratos or this Agreement. Any failure by either Party to enforce the other Party's strict
performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other
provision of this Agreement. Kratos shall own exclusively the rights to any software, program, algorithm or other copyrightable material that
was owned by or licensed to Kratos prior to its execution of this Agreement, regardless of the use or presence of such material in the
creation of any work product or deliverable for Client. The warranties, obligations, liabilities and remedies of Client as provided herein are
exclusive and in lieu of any others available at law or in equity. Indemnities against, releases from, assumptions of and limitations on liability
and limitations on remedies expressed in this Agreement, as well as waivers of subrogation rights, shall apply notwithstanding the fault,
negligence (whether active, passive, joint or concurrent), strict liability or other theory of legal liability of the Party indemnified, released or
whose liability is limited or assumed or against whom remedies have been limited or rights of subrogation have been waived and shall extend
to the officers, directors, employees, licensors, agents, partners and related entities of such Party and its partners and related entities.
16. Installation Time. Kratos assumes that the Services will be performed between the hours of 7am to 4pm. Monday through Friday,
exclusive of Kratos holidays. Unless specifically stated herein otherwise, Client shall incur additional charges for work required outside of
these time frames.
17. Drawings. Client shall provide Kratos with an electronic version of drawings for the performance of the Services. Client shall provide
Kratos to -scale AUTOCAD drawings in electronic format. If Client cannot provide these drawings, an additional charge may accrue for Kratos
to create drawings necessary for the completion of the Services.
18. Patch/Paint Exclusion. In the normal process of installation, patching and painting in certain areas may be required. Unless specifically
stated herein, Kratos has not included provisions to provide any patching of walls or painting.
19. Client Responsibilities. Every proposal requires certain parts, pieces, or labor to be provided by Client. Kratos has made every
attempt to list the responsibilities of Client in this proposal. These responsibilities may include, but are not limited to, AC power connections,
lighting conditions, network drops, or IP addresses, and structural integrity.
KR#TOS
Terms & Conditions 7