HomeMy WebLinkAboutContract 44610 UITY SECF 4ETARY C)
CONTRACT......
13-ML/MF-01 16
D PA0 31I 1
D.P..
PROPOSAL,
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ATTN: Quill Barnett
Fort Worth Police Department
10100 Calvert Street
Fort 'worth, TX 76102
Tel.- 817-907-9561
May 31, 2 1 3
L-3 DPA
1330 Braddock P'Iace
Suite 10
Alexandria,Virginia
USA 22314
Phone 703-706-3040
IF'ax 703-842-8071
mow.L-3Trraining.com
OFFICIAL
C'ITY SECRETARY
v WORTH, TX
................
T is,document consists of L.-3" Communications Corporation general capabilities information that does not
contain controlled technical Fate,as defined within the International traffic in Arms (ITAR), Part x 210.10 or
Export Administration Regulations E Part 734.7-11.
Notice.- This document contains TRADE SECRETS andlor COMMERCIAL MERCI or FINANCIAL INFORMATION
and is PROPRIETARY to L-3 DPA.
Jul.. .. 1 2013
...........--------
Transaction: Purchase Order for Third Year Warranty
Client Fort Worth Police Department
Full Service; Extended One Ye�ar Full Service $5,,000 (per simulator)
Warranty Agreement: Total $10,000
Renew / Dates.
Coverage Third Year
Start Date-. 05/01/2013
End Date!. 04/30/2014
PS V 11-01 73r PS V 11-018
Payment Terms. Due Net 30 Upon Invoice Recap
/P
Pricing Validity.- Warranty piricing is only valid wit h a current active warra my 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 auithorizedi purchase order prior to
warranty expiration date the warranity 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 BY10, ACCEPTED BY:
BY:
Signature Signature
Narnegyp �l W tx` N a m e
Tit,le- C'1107S Title:-s4?
Organization:
Organization: L-3 DPA
Date: Date:
Tax ID#:
FORT WORTH PD,13-ML/MF-01 16
L-3 DPA WARRANTY RENEWAL,
THIS DOCUMENT CONTAINS TRADE SECRETS ANDIOR 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.11 REV 130304
Full Service Warranty
FULL SERVICE WARRANTY CONTRACT
D.P. Associates, a Division of .. 3 Communications Corporation ("L-3") or ('T-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 Warranty Contract (the "Contract") for the support of 1,,-3's
Simulator products (referred to collectively as "Product"' herein) beginning on the Coverage Start Date set
forth below.
Subject to the to and conditions of this Conti-act, L-3 agrees to provide the following support services with
respect to L-3's Simulator Products contained herein.-
* Repair or replacement of defective parts& components.
* The costs for shipping parts out and bringing them back from the Client's
location.
* On-Site field service support for labor and repairs.
ol Toll Free Custorner Service Phone Support 24 lus a day, 7 days a week(1-8001-
595-5740).
* Remote diagnostics via internet co:tiiectivity between L-,3 customer service and
the clients simulator(Client must provide voice and high-speed internet
connection at the simulator)
* Software,and hardware updates are included as defined in Section 5.
In consideration of the mutual agreement as set out in this Contract,the parties hereby agree as follows:
1. Coverne Start and Expiration Dates-.
Coverage starts and expires as indicated on the signature page above.
2. Reguestijig,Service au(I Service Hours.:
To request service,Client shall call 1- 5951-5740, 24 hours a day,seven(7)days a week.
31. T ubles,h,00!!n and Repa'r i .,
g
When Client calls L-3 regarding a technical problem with their simulator, the Client and Customer Service
technician will troubleshoot the problem. It is the responsibility of the Client to, maintain a volice and high-
,speed internet connection at the siniulator(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 incurs with respect to
this Contract. On-site sere
ice will be provided. during Normal Business Hours at Client's address. L-3 will
detennine 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(;)within ten(10)business days,to L-,3 using the instructions and return shipping labels provided.If the
FORT WORTH PD 13-MLIMF-01 16,
L-3 DP A WARRANTY RENEWAL
THIS DOCUMENT CONTAINS TRADE SECRETS ANDIOR 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.2 REV 13030 4
part(s)are not,received at L-3 within ten(10)business days after the problem,has,been resoilved, the Client
will be billed for the cost of the part(s).
Carry4in 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, Chent is responsible for delivering its product to and from the
authorized repair center.
4. Movine Your Covered Prodnet to a New Location Hi the USA:
Client may change its service address at any time by notifying L-3 in writing at the address set forth above.
Damage incurred by moving Client's covered product is not covered underthis Contract,unless the,move is
managed by L-3., Cost of an L-3-managed move is not covered under this contract.
5. Ulr)dates,-.
So�ftware and hardware updates(if applicable to this product)will be defiried by L-3. These updates(where
applicable)will be provided ftee of charge to the Client.
�6. Ser"*ce Contract Canceilation:
L-3 may cancel this Contract ifany 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 b�reach.
7. Service Co�ntr,act'[.j'l'm'l'tat'i'onso.
a. Non-Origiiiial Manufacturer and Re-Manufactured Parts - Genuine factory parts, will be used
whenever possible,however, only L-3 authorized use ofnon-original manufacturer and re-manufactured
parts is allowed under this Contract.
b. Linflitation 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 litnited 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 rep�laced 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 pen-nitted 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 perforni its obligations,under this Contract with
respect to such, Product or part(s) shall be an amount equal to your purchase price for such Product or
part. IN NO EVENT SHALL L-3 BE, LIABLE FOR,ANY LOSS OF PROFITS OR RE VENUE
RE SULTING' FROM ANY DEF ECT OR MALFUNCTION OF THE PRODUCT OR LOSS OF
USE THEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
RF
WILL L-3 BE 'LIABLE FOR SPECIAL, IND'I 'Cri INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES RELAJING DIRECTLY OR INDIRECTLY TO THE PRODUCT OR
THIS CONTRACT OR ANY ACJ I ION TAKEN IN CONNECTION THEREWITH. AS OF THE
COVERAGE START DATE, THE WARRANTIES AND REMEDIES PROVIDED TO CLIENT
UNDER THIS CONTRACT IS,r FHE ONLY WARRANTIES,AND, REMEDIES WITHRESPECT
To r FHE COVERED PRODUCT.ALL OTHER WARRANTIES AND REMEDIES, WHET HER
EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
FORT WORTH PD 13-ML/MF-01 16
L-3 DPIA WARRANTY RENEWAL
THIS DOCUMENT CONTAINS TRADE SECRETS ANDIOR 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.3 REV 130304
PARTICULAR PU10OSE, OR CONFORMANCE TO CLIENT'S SPECIFICATIONS ARE
HEREBY EXCLUDED AND DISCLAIMED.
8. 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 T. 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 filters,
fuses,belts,etc.
f. Loss, damage or failure resulting from unauthorized repairs, additions, or modifications, perfon-ned 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 tbeUS, and Canada is,
limited to telephone support ONLY; replacement parts, shipping, taxes,duties, etc,are not covered under
the provisions of this contract.
9. Your Promises and Assurances,:�
In order for this Contract 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 authorized 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 service, (5) Report
any problem or defect associated with the Product promptly upon Client's discovery of such defect or
problem to the customer service depart lent. (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 IA fbr compatibility with the telecommunication equipment and
software at L-3's facility for support under this Contract.
1
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 thereof. Because the product(s) are assembled in Utah, the Buyer shall
provide L-3 with a tax exemption certificate number provided, by the State of Utah, Tax exemption
certificates issued by other states, (other than a non-profit, 501C) 3 organization) generally are not
reciprocated in Utah.
'rhe fol lowing,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-01 16
L-3 D RA WARRANTY'RENEWAL_
THISDOCUMENT CONTAINS TRADE SECRETS ANDIOR COMMERCIAL OR FINANCIAL INFORMATION AND IS PROPRIETARY TO
L3,SPA AND MAY NOT BE USED, COPIED OR DISCLOSED TO THIRD PARTIES OR OTHERWISE APPROPRIATED WITHOUT THE
WRITTEN CONSENT OF L-3 DPA.
P.4 REV 130304
c. 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 US 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 held 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.
Picas,e check with your tax professional and ensure that the capital for this purchase will 'Include
funding sufficient to cover taxation,whether ire UT or at Buyer's,location.
11. Goner *n Law:
This Contract shall be governed by and constmed 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 perform 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 governmental authorities,epidemics, war,embargoes, fire,acts of God,
or default of common carrier or supplier.
14. Contract Renewal-0
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
tip to full operating condition.
FORT WORTH PD 13-ML/MF-011 16
L-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 01F L-3 DPA.
P.5 REV 130,304
APPROVAL, RECOMMENDED:
Jeffrey W. 1 J!al' ea
Chief of Polk
Date; 6 #p/5
APPROVED AS TO FORM
AND LEGA Y
y.-
Denis y
Sane Ass,istanUity Attorney
Contract Authorization,.,
&C
Date Approved IRED
Aly 0000,
r
1
B
Mar j. Lyser
City Secretary
0
OFFICIAL
CITY SIECRIETARY
FT. WORTH,
If lot
Full Service Warranty Renewa with 3 Con-i n-iunications Corporta io
2013