HomeMy WebLinkAboutContract 4461013-ML/MF-0116
DPA03115
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D.P. Assaciates
PROPOSAL
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Full Service Warranty Renewal
PS V
ATTN: Quilla Barnett
Fort Worth Police Department
1000 Calvert Street
Fort Worth, TX 76102
Tel: 817-907-9561
May 31, 2013
L-3 DPA
1330 Braddock Place
Suite 100
Alexandria, Virginia
USA 22314
Phone 703-706-3040
Fax 703-842-8071
www.L-3Training.com
OFFICIAL itECORD
CITY SECRETARY
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This document consists of L-3 Communications Corporation general capabilities information ihat does not
contain controlled technical data as defined within the International Traffic in Arms (ITAR) Part 120.10 or
ExportAdministration Regulations (EAR) Part 734.7-11.
Notice: This document contains TRADE SECRETS and/or COMMERCIAL or FINANCIAL INFORMATION
and is PROPRIET,4RY to L-3 DPA.
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Transaction:
Client:
Full Service Extended
Warranty Agreement:
Payment Terms:
Purchase Order for Third Year Warranty
Fort Worth Police Department
One Year Full Service $5,000 (per simulator)
Total $10,000
Renewal Dates:
Coverage Third Year
Start Date: OS/O1/2013
End Date: 04/30/2014
PSV11-017,PSV11-018
Due Net 30 Upon Invoice Receipt
Pricing 1/alidity: Warranty pricing is only valid wit h a current active warra nty for prod uct(s) listed
on this Proposal. L-3 DPA reserves the right to adjust the price of warranty and
may require an onsite product assessment for expired warranties. If Client
does not return a signed proposal with an authorized purchase order prior to
warranty expiration date the warranty is thereby deemed lapsed. If Client
wishes to renew a warranty, L-3 DPA may, at its sole discretion, provide a
revised quote with an onsite product assessment fee required for all products
where the warranty has lapsed or expired.
ACCEPTED BY:
Signature `,�k� �yK��
Name: (�:'(1 U/� �-�.lY V.� � "�=�,ti'� i �1S
Title: '(���»:��r)J�7�" C:i�l"�� �'��-+�-Y
Organization: �'j,-r-c� �}� �c1�T 1��1+' `4 '��
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Date: G6. 28 • /3
Tax ID #:
FORT WORTH PD 13-ML/MF-0116
L-3 DPA WARRANTY RENEWAL
ACCEPTED BY:
Signature
Name: �� v��
Title: � � ��� ���1
Organization: L-3 DPA
Date: (,��/�.�
THIS DOCUMENT CONTAINS TRADE SECRETS AND/OR COMMERCIAL OR FINANCIAL INFORMATION AND IS PROPRIE(ARY TO
L-3 DPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P. 1 REV 130304
Full Service Warranty
FULL SERVICE WARRANTY CONTRACT
D.P. Associates, a Division of L-3 Communications Corporation ("L-3") or ("L-3 DPA"), with its
headquarters located at 1330 Braddock Place, Suite 100, Alexandria, VA 22314-1694 and the Customer
("Client") enter into this Full Service Wan�anty Contract (the "Contract") for the support of L-3's
Simulator products (referred to coliectively as "Product" herein) beginning on the Coverage Start Date set
forth below.
Subject to the ternis and conditions of this Contract, L-3 agrees to provide the following support services with
respect to L-3's Simulator Products contained herein:
o Repair or replacement of defective parts & components.
o The costs for shipping parts out and bringing them back from the Client's
location.
o On-Site field service support for labor and repairs.
o Toll Free Customer Service Phone Support 24 hrs a day, 7 days a week (1-800-
595-5740).
o Remote diagnostics via internet cornectivity between L-3 customer service and
the clients simulator (Client must provide voice and high-speed internet
connection at the simulator)
o Software and hardware updates are included as deiined in Section 5.
In consideration of the mutual agreement as set out in this Contract, the parties hereby agree as follows:
1. Coverage Start and Expiration Dates:
Coverage starts and expires as indicated on the signature page above.
2. Requestine Service and Service Hoiu�s:
To request service, Client shall call 1-800-595-5740, 24 hours a day, seven (7) days a week.
Troubleshootine and Repair:
When Client calls L-3 regarding a tecl�nical problem with their siniulator, the C1ienY and Customer Service
technician will troubleshoot the problem. It is the responsibility of the Client to maintain a voice and high-
speed internet connection at the simulator(s) to diagnose the problem. Once the simulator has been
diagnosed over the phone and the failure determined, L-3 will ship replacement part(s). When the part(s)
are received, the Client will call L-3 Customer Service (800-595-5740) to receive telephone assistance to
repair their simulator. This process enables the simulator to be repaired as quickly as possible.
If the simulator is not repairable by the Client with the assistance of the L-3 technician via telephone, then
L-3 will schedule a Field Service Engineer to visit the Client's site to repair and service the simulator. L-3
shall bear all travel-related costs (e.g., airfare, rental car, gas, lodging and meals) it incuis with respect to
this Contract. On-site service will be provided during Normal Business Hours at C1ienYs address. L-3 will
deternune the need for the on-site visit.
After the simulator has been repaired, the Client will return the defective part(s) and any other unused
part(s) within teu (10) business days to L-3 using the instructions and return shipping labels provided. If the
FORT WORTH PD 13-MLIMF-0116
L-3 DPA WARRANTY RENEWA�
THIS DOCUMENT CONTAINS TRADE SECRETS AND/OR COMMERCIAL OR FINANCIAL INFORMATION AND lS PROPRIEI"ARY TO
L-3 DPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P. 2 REV 130304
part(s) are not received at L-3 within ten (10) business days after the problem has been resolved, the Client
will be billed for the cost of the part(s).
Carry-in Service - Periodically, Client's Product may need to be removed and repaired at an L-3
authorized repair center, in which case, Client is responsible for delivering the product to and from the L-3
authorized repair center, located at 2961 West California Avenue, Salt Lake City, Utah 84104. If "carry-in"
service is required or requested by Client, Client is responsible for delivering its product to and fi�om the
authorized repair centei:
4. MovinE Your Covered Product to a New Location in the USA:
Client may change its service address at any time by notifying L-3 in writing at the address set forth above.
Damage incu�red by moving Client's covered product is not covered under this Contract, unless the move is
managed by L-3. Cost of an L-3-managed move is not covered under this contract.
5. U dates:
Software and hardware updates (if applicable to this product) will be deimed by L-3. These updates (where
applicable) will be provided free of charge to the Client.
6. 5ervice Contract Cancellation:
L-3 may cancel this Contract if any of the Client's obligations, agreements or promises contained in this
Contract are breached, in which case, Client will be refunded a pro-rata amount of the Contract price, less
(1) the costs incurred by L-3 in making any repairs and/or rendering any service pursuant to this Contract,
and (2) any other costs or expenses incurred by L-3 on account of such breach.
7. Service Contract Limitations:
a. Non-Original Manufacturer and Re-Mamifactured Parts - Genuine factory parts will be used
whenever possible, however, only L-3 authorized use of non-original manufacturer and re-manufactured
parts is allowed under this Contract.
b. Limitation of Liability - To the extent permitted by applicable law, the liability of L-3, if any, for any
allegedly defective covered Product or part(s) shall be limited to repair or replacement of the Product or
part(s) at L-3's option. However, if L-3, at its sole discretion, determines that a Product, which it is
otherwise required to be repaired or replaced pursuant to this Contract, is not repairable or replaceable
(which includes when the Product or parts are no longer available), then L-3 shall either provide Client
with a similar product (on terms and conditions acceptable to Client and L-3) to replace the defective
Product, or give Client the right to cancel this Contract and receive, as Client's sole and exclusive
remedy, a pro-rata refund of the purchase price of this Contract (with no deduction for any
Administrative Fee or for repairs already rendered by L-3). In any event, to the extent permitted by
applicable law, the maximum liability of L-3, if any, for damages relating to or resulting from any
defective covered Product or part(s) or L-3's failure to perform its obligations under this Contract with
respect to such Product or part(s) shall be an amount equai to your purchase price for such Product or
part. IN NO EVENT SHALL L-3 BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE
RESULTING FROM ANY DEFECT OR MALFUNCTION OF THE PRODUCT OR LOSS OF
USE THEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
WILL L-3 BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITNE DAMAGES RELATING DIRECTLY OR INDIRECTLY TO THE PRODUCT OR
THIS CONTRACT OR ANY ACTION TAKEN IN CONNECTION THEREWITH. AS OF THE
COVERAG� START DATE, THE WARRANTIES AND REMEDIES PROVIDED TO CLIENT
UNDER THIS CONTRACT IS THE ONLY WAI2ItANTIES AND REMEDIES WITH RESPECT
TO THE COVERED PRODUCT. ALL OTHER WARRANTIES AND REMEDIES, WHETHER
EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT
LIMITED TO ANY WARTtANTIES OF MERCHANTABILITY, FITNESS FOR A
FORT WORTH PD 13-ML/MF-0116
L-3 DPA WARRANTY RENEWAL
TNIS DOCUMENT CONTAINS TRADE SECRETS AND/OR COMMERCIAL OR FINANCIAL INFORMATION AND lS PROPRIEfARY TO
L-3 DPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P. 3 REV 130304
PARTICULAR PURPOSE, OR CONFORMANCE TO CLIENT'S SPECIFICATIONS AR�
HEREBY �XCLUDED AND DISCLAIMED.
What is NOT Covered Under This Contract:
a. Repair or replacement of Product(s) or parts upon Client's noncompliance with any part of this
agreements.
b. Coverage, components, products or items not supplied by L-3 DPA, or Products whose serial numbers
have been removed or altered.
c. Any loss, damage or failure of any components or peripherals not installed by L-3, an authorized
representative of L-3 or under the direction of L-3.
d. Any loss, damage or failure resulting from improper use, storage or operation.
e. Consumer replaceable items, including but not limited to batteries, tapes, ribbons, bulbs, air flters,
fuses, belts, etc.
£ Loss, damage or failm�e resulting from unauthorized repairs, additions, or modifications performed by
Client or third parties.
g. Any loss, damage or failure of the cabinet, housing, case or frame of the Product or any non-operating
part, such as any plastic or decorative parts masks, or glass.
h. Any loss, damage or failure caused by conditions beyond L-3's control, such as normal wear and tear,
inadequate plumbing, wiring or electrical/power supply, power surge, rust, corrosion, infestation,
negligence, abuse, misuse, theft, vandalism, acts of God, environmental conditions (e.g., fire, floods,
sand, dirt, windstorm, hail, earthquake, or exposure to weather conditions), failure to follow L-3's
required maintenance, leaking batteries, excessive humidity or dampness.
i. Any loss, damage or failure of any software (other than software manufactured or supplied by L-3).
j. Service outside of the United States and Canada is not covered. Coverage outside the US and Canada is
limited to telephone support ONLY; replacement parts, shipping, taxes, duties, etc are not covered under
the provisions of this contract.
9. Yoiu• Promises and Assurances:
In order for this Conh�act to remain in full force and effect during its term, Client promises and assures to:
(1) fully cooperate with L-3, L-3 technicians and autharized representatives during diagnosis and repair of
the Product, (2) make the Product accessible to L-3; (3) provide a non-threatening and safe environment for
L-3's on-site technicians, (4) provide the presence of a responsible person during the seivice, (5) Report
any problem or defect associated with the Product promptly upon Client's discovery of such defect or
problem to the customer service department. (1-800-595-5740), (6) return, at L-3's expense, failed part(s)
within 10 business days, and (7) maintain in good operating condition (at Client site) a voice and high-
speed internet connection required by L-3 for compatibility with the telecommunication equipment and
software at L-3's facility for support under this Contract.
10. Taxes:
Prices stated do not include local or state taxes. The Buyer shall be responsible for any and all sales taxes,
use taxes, duties, including but not limited to import and export duties, and any other taxes or similar
charges levied by the State of Utah or any other taxing authority for Products or Services provided under
this Proposal/Contract OR in lieu thereo£ Because the product(s) are assembled in Utah, the Buyer shall
provide L-3 with a tax exemption certificate nuinber provided by the State of Utah. Tax exemption
certificates issued by other states (other than a non-profit 5010 3 organization) generally are not
reciprocated in Utah.
The following conditions are examples (not an exhaustive list) of events that trigger a taxable event:
a. If Buyer's agent takes possession of a Product(s) in Utah (UT Tax).
b. If L-3 installs Product(s) in a trailer owned by Buyer in Utah (UT Tax).
FORT WORTH PD 13-ML/MF-0116
�-3 DPA WARRANTY RENEWAL
THIS DOCUMENT CONTAINS TRADE SECRETS AND/OR COMMERCIAL OR FINANCIAL INFORMATION AND IS PROPRIETARY TO
L-3 DPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P�4 REV130304
a If Product(s) are delivered to Buyer's location via a third party common carrier, the taxable event
occurs at the site of delivery.
i. In this case, the Buyer MAY be tax exempt at the site of delivery (Buyer may be tax exempt in
their own State).
ii. The Buyer MAY be responsible for USE TAX in the State wherein possession is transferred and
product is used.
To the extent allowed by Texas law, the Buyer further agrees to defend, indemnify and hold L-3 harmless
from and against the aforesaid taxes, duties and charges as a result of performance hereunder, and all
reasonable legal fees, costs and expenses incurred in connection therewith.
Please check with your tax professional and ensiu�e that the capital for this purchase will include
fimding sufficient to cover taxation, whether iu UT or at Buyei's location.
11. Governine La�v:
This Contract shall be governed by and construed by the laws of the State of Texas. This Contract is
articulated in and governed by the English language.
12. General:
All terms and conditions outlined in the order are applicable to this warranty.
13. Force Maieure:
L-3 shall not be responsible for a default, delay or failure to perforni hereunder if such default, delay or
failure to perform is due to causes beyond L-3's control, including, but not limited to, labor disputes, civil
disturbances, actions or inactions of govertunental authorities, epidemics, war, embargoes, fre, acts of God,
or default of common carrier or supplier.
14. Contract Renewal:
At the end of this Full Service Warranty Contract, L-3 has the option to renew and propose a Full Service
Warranty extension or Maintenance Agreement for one (1) additional year. The renewal contract must be
purchased prior to warranty expiration. If this Contract has lapsed prior to renewal, Client agrees to pay an
evaluation fee to assess the condition of the simulator and pay for any necessary repairs to attempt bringing it
up to full operating condition.
FORT WORTH PD 13-ML/MF-0116
L-3 DPA WARRANTY RENEWAL
THIS DOCUMENT CONTAINS TRADE SECRETS AND/OR COMMERCIAL OR FINANCIAL INFORMATION AND IS PROPRIEfARY TO
L-3 DPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P. 5 REV 130304
APPROVAL RECOMMENDED:
By: w, �
Jeffi�ey W. Halstead
Chief of Police
Date: 6 " �S'l.3
APPROVED AS TO FORM
AND LEGAL TY:
By: �
Denis Elroy
Senior Assistan ity Attorney
Contract Authorization:
M&C: 'r
Date Approved 'QUIR�D .��,v„�t+:w4`
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Full Service Warranty Renewal with L-3 Communications
2013
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