AGENDA REPORT
Meeting Date: September 12, 2022
Item Number:
To: Honorable Mayor & City Council
From: Mark Stainbrook, Chief of Police
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FARO TECHNOLOGIES, INC. FOR CRIME SCENE RECONSTRUCTION
EQUIPMENT, MAINTENANCE AND RELATED TRAINING OF NEW
EQUIPMENT AND CURRENT SOFTWARE; AND
APPROVAL OF A PURCHASE ORDER TO FARO TECHNOLOGIES,
INC. FOR A TOTAL NOT TO EXCEED AMOUNT OF $125,000.00
FOR THE PURCHASE OF CRIME SCENE RECONSTRUCTION
EQUIPMENT, MAINTENANCE AND RELATED TRAINING OF NEW
EQUIPMENT AND CURRENT SOFTWARE
Attachments: 1. QUOTE FROM FARO TECHNOLOGIES, INC.
2. SOLE SOURCE LETTER
3. AGREEMENT
RECOMMENDATION
Staff recommends that the City Council approve an agreement between the City of Beverly Hills and Faro Technologies, Inc.; and a purchase order to Faro Technologies, Inc. for a total not to exceed amount of $125,000.00 for the purchase of crime scene reconstruction equipment, maintenance and related training of new equipment and current software.
INTRODUCTION
The Police Department purchased the FARO Focus 3D Laser Scanner in October 2013.
At the time of purchase it was the vision of the Beverly Hills Police Department to become the model organization for the law enforcement profession through continuous technological advances. The FARO Focus 3D Laser Scanner has greatly assisted our department in reaching this goal. The technology has allowed the Beverly Hills Police Department to process collision and crime scenes with more efficiency and with a higher degree of quality than our previous equipment allowed. The laser technology has D-7
Meeting Date: September 12, 2022
produced incredibly detailed three-dimensional images of complex crime scenes in only a few minutes. When this evidence is presented in court it lays out an undisputed image of the scene that can result in the jury feeling like they were at the scene. Prior to the purchase of the scanner, traffic collision scenes could take hours to clear resulting in unnecessary delays to the motoring public. Additionally, road closures are known to result in traffic crashes and the ability to be able to open a roadway sooner has prevented the possibility of these circumstances occurring. Due to the fact that City of Beverly Hills Police Department was one of the first departments in the area to utilize a 3D Laser Scanner, we have had the opportunity to assist multiple outside agencies in successfully documenting major crime scenes. This includes assisting Torrance Police Department with two separate Officer-Involved Shooting investigations, assisting Santa Monica Police Department with a fatal traffic collision, and lastly, assisting the FBI in documenting the Borderline mass casualty incident which occurred in Thousand Oaks, CA.
DISCUSSION
While the current equipment was state of the art at the time of purchase, it is now almost 10 years old. Technology has continued to advance as FARO has released scanners that are now over 20% faster than the current unit. The current scanner also presents limitations when scanning in harsher environments such as rain, dust and wind. The new FOCUS 350 Laser Scanner has been updated and is made to work even in the harshest conditions. The current scanner also does not provide High Dynamic Range (HDR) imaging or HD photo resolution, both of which are offered in the FOCUS 350.
In addition to the stationary scanner, FARO has released a handheld scanner that, when used in conjunction with the stationary scanner, can scan even the most hard to reach areas, either inside or outside. This scanner also works to reduce the amount of time needed to accurately document a scene. The purchase of the new scanners will also include software updates. These updates will allow for the integration of drone scene footage. This will result in even more detailed scene diagrams. The purchase of the FOCUS 350 will also include a “train the trainer” option. Once the selected personnel are trained by FARO, the City of Beverly Hills Police Department will have the ability to train additional members of the department.
Since the purchase of the scanner in 2013, FARO has become the leading scanner utilized by law enforcement across the country. A few agencies utilizing this technology include the FBI, the California Attorney General’s Office, San Bernardino Sheriff’s Department, Sacramento Police Department, and the Riverside County Sheriff’s Department. Local agencies utilizing FARO technology include the Los Angeles County Sheriff’s Department, Simi Valley Police Department, Oxnard Police Department, Ventura Police Department, and the Ventura County Sheriff’s Department.
The City of Beverly Hills Police Department has had the opportunity to work with a number of these agencies utilizing this technology. The feedback received from these agencies is consistent with our own experiences using the system, which is positive, and in each case the vendor's service met or exceeded expectations. While other viable competition for this type of 3D mapping system is available, purchasing a scanner from a different manufacturer would require the purchase of additional equipment to support its use.
Meeting Date: September 12, 2022
FISCAL IMPACT
Funding for this purchase will come from available Fund 400 Equipment Replacement Fund for up to $125,000.00. The total quoted purchase price for the FARO Focus 350 Laser Scanner, the FARO Freestyle 2 Handheld Scanner, software updates, training, and maintenance for three years is currently at $123,079.32.
Mark Stainbrook,
Chief of Police
Approved By
Attachment 1
FARO Technologies, Inc.
250 Technology Park
Lake Mary FL 32746-7115
Phone No: 407-333-9911
Fax No: 407-333-4181
Email: [email protected]
Bill To:
City of Beverly Hills Police
Dept
Attn: Accounts Payable
464 N Rexford Dr
90210-4873 Beverly Hills, CA
USA
Ship To:
City of Beverly Hills Police
Dept
Dale Drummond
464 N Rexford Dr
90210-4873 Beverly Hills, CA
USA
Quotation No: 20456083
Quotation Date: 04/14/2022
Expiration Date: 05/14/2022
Regional Manager:
Account Manager: Christopher Taylor
Sales Support: Cynthia Clarke
Ship: Standard/Ground
Payment Terms: Net due in 30 days
Delivery Terms: FCA DESTINATION
Lead Time: 2-6 Weeks
Tracker Lead Time: 10-12 Weeks
PO Number:
Contact Person: Dale Drummond
trade in for LLS071404751 focus x330
Item No. Description Qty Amount
LS9-HU FARO Focus Premium USA 1 37,515.50
Laser Scanner Focus Premium ships
with: 1x Focus Premium scanner
head, 1x Status Indicator, 1x Quick
Release, 1x Power Block Battery, 1x
Battery Power Dock , 1x Power
Supply, 1x 64GB High-Speed SD
Card and reader, 1x rugged transport
case, 1x calibration certificate, 1x
quick start guide, manufacturer
warranty
SV2-SCN-Y3 FOCUS Premium Complete
Care-Year 3
1 4,479.50
Complete care coverage for Focus
Premium scanners. Includes parts
and labor for repairs and annual
cleaning and calibration. Covers
through year 3 from point of sale.
ACCSS8063 3D_AC_SP_HIGHRES_PANOCAM 1 1,400.00
Confidential
Remit to:
FARO Technologies, Inc.
P.O. Box 116908
Atlanta, GA 30368-6908
Quote no. 20456083
Item No. Description Qty Amount
High resolution panorama camera for
FARO® ScanPlan, records 360°
images in high resolution and high
quality, still image resolution 6720 x
3360
ACCS-0016 Panocam Mount 1 500.00
High Speed Color Add-On mount to
connect a high-resolution panoramic
camera with the accessory bay of a
FARO Focus laser. Panoramic
camera not included.
FW-SCN-0020 Focus Premium Range Extension
350m, POS
1 19,750.50
Focus Premium Range Extension
350m, Point of Sale
ACCS-PWR-0014 3D_AC_LS_FocusS Battery Power
Block
1 493.00
Power Block battery for Focus laser
scanner and Freestyle.
ACCSS8032 3D_AC_LS_Standard Carbon Fiber
Tripod
1 969.00
Carbon fiber tripod, super lightweight,
highly stable, low-vibration,
customized for Focus scanners for
perfect performance and increased
durability.
SV2-SCN-Y3 FOCUS Premium Complete
Care-Year 3
1 4,479.50
Confidential
Quote no. 20456083
Item No. Description Qty Amount
Complete care coverage for Focus
Premium scanners. Includes parts
and labor for repairs and annual
cleaning and calibration. Covers
through year 3 from point of sale.
TR-FZ3-COR FZ Core 1 0.00
Two consecutive day, consisting of
four-hour virtual classroom training.
The FARO Zone 3D Core training is
specifically designed to assist new
users.
TR-SCN-POS Laser Scanner Tr. - FARO Fac. - Inc 1 0.00
"Available only at point of FARO
system sale. Includes training for 2
Trainees. #Three day course at a
training facility provided by FARO
that discusses FARO Laser Scanner
with FARO Software, setup, and
basic measurements. Classroom
trainings are scheduled on a first
come, first served basis. Classes can
be cancelled within two weeks of the
scheduled date if sufficient
enrollment is not met. Training days
must be taken together on
consecutive days, and cannot be split
into individual days."
ACCS-0016 Panocam Mount 1 425.00
High Speed Color Add-On mount to
connect a high-resolution panoramic
camera with the accessory bay of a
FARO Focus laser. Panoramic
camera not included.
Confidential
Quote no. 20456083
Item No. Description Qty Amount
TR-SCN-F-TTD LS Tr. for TTD - FARO Fac. 1 0.00
SB_900091 Freestyle 2 Kit 1 0.00
900-000099-000 Freestyle2_Sensor_FARO 1 11,470.75
FARO Freestyle 2 Core Kit. Includes
the Freestyle 2 Sensor and One (1)
year of manufacturer warranty. A
compatible Android smartphone is
required.
810-000138-000 dS_AccessoryKit_FARO 1 1,700.00
Freestyle 2 accessories Kit. Includes,
On-site Calibration plate, Magnetic
Kit for Mobile Phone, USB cable,
One (1) Battery, Power Charger,
High Speed USB stick, Targets Kit,
Optical cleaning cloth, Quick start
guide a rugged transport case.
FA0215 MobilePC_Faro 1 2,120.75
ACCS-PWR-0014 3D_AC_LS_FocusS Battery Power
Block
1 493.00
Power Block battery for Focus laser
scanner and Freestyle.
ACCSS8039 3D_AC_FS2_Mobile_Phone 1 663.00
Confidential
Quote no. 20456083
Item No. Description Qty Amount
High-end Smartphone compatible
with FARO® Cobalt Detail 3D.
SV1-FS-Y3 FREESTYLE Shared Care-Year 3 1 1,598.00
Shared Care service plan includes
labor for repair, discounted parts for
repair and certification. Extends the
benefits of the manufacturer's
warranty through year 3 from point of
sale.
TR-SCN-TTT-F Train the Trainer Program 5 Day 2 29,471.20 Five-day training for customers and
partners who wish to conduct their
own FARO certified training course.
Curriculum includes instruction on
presentation skills, transfer of
learning and training design. In
addition, hardware and software
training is also conducted and
electronic material to conduct future
classes (manuals, facilitators#
guides, power points) are provided
and reviewed. Priced per person.
NOTE: Requires prior scanning
experience. Training will expire if not
taken within 90-days of purchase.
---------------------------------------
Total Unit Price 130,842.00
Total Discount 13,313.30-
Shipping & Handling 54.09
Total Taxes 5,496.53
---------------------------------------
Total USD 123,079.32
Confidential
Quote no. 20456083
**Note: Taxes on this quote are budgetary estimates and are not binding. Taxes charged will be based on applicable tax rates assessed at the time of final invoice.
Signature:______________________________ Print:______________________________ Title:_______________ Date:_________ Accounts Payable Name:________________________________________ Email:________________________________________ Can we send your future invoice(s) to the email address provided (__) No (__) Yes Do you require a PO to process this order (__) No (__) Yes - PO #:_________________________________________ Signature:______________________________ Print:______________________________ Title:_______________ Date:_________ *Any order over $150,000 will need a secondary signature to process your order.
Confidential
Quote no. 20456083
COVID-19
FARO does not assume any risk for (i) late deliveries of goods, (ii) customers' inability or impracticability to receive or use our devices or software, and for (iii) delivery disruptions, that are due to the COVID-19 pandemic and ensuing government measures (shut downs, lock-downs, quarantines).
PURCHASE AGREEMENT AND CONDITIONS OF SALE: As a condition of this agreement, the applicable contract terms are FARO's Standard Terms and Conditions of Sale, or, if the Parties have entered into current master sales terms, such negotiated master terms.
The FARO Standard Terms and Conditions can be found at the following Web link (if such is not an active link, please copy and paste the Web address into a Web browser):
https://www.faro.com/en/Terms
The following article contains all our calibration information under their respective product headings https://knowledge.faro.com/Essentials/Hardware/Compensation_Calibration_and_Certification_Standards_for_FARO_Devices
TRADE-IN CREDIT
Trade-in credit line item is contingent upon receipt of used equipment being returned to FARO Technologies within 45 days of receipt of new equipment.
If equipment is not received within this period of time, customer agrees to pay the credited amount within 15 days of receipt of invoice.
FARO RMA number will be provided to you by your inside sales supportspecialist and must be affixed to the outside of the case.
Attachment 2
MA-RF-150 - FARO Letterhead HQ REV July 2, 2020
FARO Technologies, Inc.
250 Technology Park, Lake Mary, FL 32746
Tel: +1.407.333.9911 | Toll Free: 800.736.0234 Nasdaq: FARO Fax: +1.407.333.4181 www.FARO.com
March 16, 2022
To Whom It May Concern,
This letter identifies FARO Technologies, Inc., a Florida corporation (“FARO Technologies” or “FARO”), as the sole developer and manufacturer of the FARO Focus Laser Scanners, including the Focus3D, FocusS and FocusM Laser Scanners, FARO ScanPlan, FARO Freestyle 2, FARO Focus Thermal Covers, SCENETM software, FARO ZoneTM 3D and FARO ZoneTM 2D software. FARO is also the sole provider of software service, warranty, maintenance, annual calibration, and training programs associated with FARO Focus Laser Scanners, ScanPlan, SCENE Software, and FARO Zone software. Some of the foregoing goods and services are offered through distributors, but the origin of those goods and services are from FARO.
FARO Technologies was founded in 1982 and has quickly become a global leader in the manufacture of 3D measurement technology. FARO Technologies is headquartered in Lake Mary, Florida, its European regional headquarters in Stuttgart, Germany, and its Asia/Pacific regional headquarters in Singapore. FARO has other offices in the United States, Canada, Mexico, Brazil, Germany, the United Kingdom, France, Spain, Italy, Poland, Turkey, the Netherlands, Switzerland, India, China, Malaysia, Thailand, South Korea, Japan, and Australia.
As the world’s most trusted source for 3D measurement and imaging solutions, FARO Technologies designs, develops, manufactures, markets, and supports software-driven, three-dimensional measurement and imaging solutions. Technology from FARO permits high-precision 3D measurement, imaging, and comparison of parts and compound structures within production and quality assurance processes. The devices are used for inspecting, planning and documenting spaces or structures in 3D, as well as for law enforcement, forensics, accident reconstruction, crime scene investigation, arson investigation, post-blast investigation, fire and security pre-planning, bullet trajectory, bloodstain pattern analysis, and augmented/virtual reality applications.
With a wide variety of features, including range, image quality, and capture speed, the Focus Laser Scanners considerably reduce the effort involved in documenting, measuring, and analyzing forensic scenes. The 3D scan data can be imported into many software solutions that are used by forensic investigators for analysis and reporting of the captured data. Distance dimensions, area and volume calculations, analysis, and documentation can be carried out quickly, precisely and reliably using scanned data.
FARO is the sole developer and supplier of FARO ZoneTM Software, which incorporates direct integration of FARO Focus point cloud data from scans into a simple to use program for full scene documentation, 2D and 3D Diagrams, animations, crash reconstruction, bullet trajectory, and bloodstain pattern analysis. The development of FARO ZoneTM Software is the result of the combination of features from CAD Zone and ARAS Reality, predecessor software acquired by FARO through acquisitions. These software offerings have now been replaced with our current software platform FARO ZoneTM.
FARO’s competitive advantage is the lightweight, affordable, precise technology delivered with each 3D laser scanning product. Through FARO and its products, our customers are making an investment in projects with unsurpassed cost-value, which provides a major advantage when looking for the most cutting-edge technology that gets you the right results in an age of limited resources. With hundreds of thousands of units sold worldwide and customers around the globe, our products have been reliably measuring success throughout the world. Our forensic customers include the Department of Defense, the federal government, various intelligence organizations, the U.S. military, and many state and municipal law enforcement agencies.
Please feel free to contact us with any questions,
Jim Schwartz | Senior Solutions Director | Public Safety Analytics FARO Technologies, Inc. | 250 Technology Park | Lake Mary, FL 32746 Office: 414.614.6421 | [email protected]
-
2- MA
-RF-150 - FARO Letterhead HQ REV December 4, 2018
Attachment 3
B0785-0001\2687278v7.doc
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FARO
TECHNOLOGIES, INC. FOR CRIME SCENE RECONSTRUCTION
EQUIPMENT, MAINTENANCE AND RELATED TRAINING OF NEW
EQUIPMENT AND CURRENT SOFTWARE
NAME OF CONTRACTOR: FARO Technologies, Inc.
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Craig Cupach, Director of Sales CONTRACTOR’S ADDRESS: 250 Technology Park
Lake Mary, Florida 32746
Attention: Craig Cupach, Director of Sales
CONTRACTOR’S E.I.N/TAX I.D. NO.: 59-3157093
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
COMMENCEMENT DATE: August 23, 2022
TERMINATION DATE: August 22, 2025, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Total Not to exceed $ 125,000.00
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 2 B0785-0001\2687278v7.doc
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FARO
TECHNOLOGIES, INC. FOR CRIME SCENE RECONSTRUCTION
EQUIPMENT, MAINTENANCE AND RELATED TRAINING OF NEW
EQUIPMENT AND CURRENT SOFTWARE
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and FARO Technologies, Inc. (hereinafter called “CONTRACTOR”).
RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.
B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.
NOW, THEREFORE, the parties agree as follows:
Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.
Section 2. Time of Performance.
CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.
The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.
Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).
There shall be no claims for additional compensation for reimbursable expenses.
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 3 B0785-0001\2687278v7.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.
Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.
Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.
Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement.
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 4 B0785-0001\2687278v7.doc
(3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on a form approved by CITY’s Risk Manager, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement cannot be canceled or reduced to be less than the policy coverage requirements set forth in Section 11(a) except on thirty (30) days prior written notice by CONTRACTOR to CITY, and shall specifically state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement. (g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.
Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) CONTRACTOR agrees to indemnify, hold harmless and defend City, the City Council and each member thereof, every officer, employee and agent of CITY, from any liability or financial loss (including, without limitation, attorney’s fees and costs) arising from or related to any claim that use of the software provided by CONTRACTOR infringes upon any copyright, trade secret, trademark, patent or other proprietary or intellectual property right of any third party. CONTRACTOR shall, at its sole expense, defend and settle all suits or proceedings DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 5 B0785-0001\2687278v7.doc
arising out of the foregoing, provided that CITY gives CONTRACTOR prompt notice of such claim of which it learns. In all events, CITY shall have the right, but not the obligation, to participate at its own expense in the defense of any such suit or proceeding through counsel of its own choosing. This indemnity provision shall survive termination of this Agreement. (c) Except where prohibited by law, the maximum aggregate liability of either party, including relating to any product, from any cause, shall not exceed One Million Dollars ($1,000,000).
(d) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.
CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.
Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.
Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.
Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.
CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.
Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 6 B0785-0001\2687278v7.doc
1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.
Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.
Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.
Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.
Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures on following page]
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 7 B0785-0001\2687278v7.doc
EXECUTED the day of 20___, at Beverly Hills,
California.
CITY OF BEVERLY HILLS
A Municipal Corporation
LILI BOSSE
Mayor of the City of Beverly Hills, California
______________________(SEAL)
HUMA AHMED
City Clerk
CONTRACTOR:
JEFF SEXTON
Vice President, Global Sales
ALLEN MUHICH
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
MARK STAINBROOK
Chief of Police
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 8 B0785-0001\2687278v7.doc
EXHIBIT A
SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall provide the following goods and services::
Equipment: FARO Focus Premium USA
CONTRACTOR shall provide the following equipment:
Laser Scanner Focus Premium with one Focus Premium Scanner head, one Status Indicator, one Quick Release, one Power Block Battery, one Battery Power Dock, one Power Supply, one 64 GB High-Speed SD Card and reader, one rugged transport case, one calibration certificate, one quick start guide, manufacturer warranty. 3D AC SP High Resolution PANORAMA CAMERA for FARO Scan Plan which records 360 degree images in high resolution and high quality, still image resolution 6720 x 3360 Panocam Mount described as a High Speed Color Add-on mount to connect a high resolution panoramic camera with the accessory bay of a FARO Focus laser. Focus Premium Range Extension 350m, point of sale.
3D AC LS FocusS Batery Power Block Power Block battery for Focus Laser scanner and Freestyle.
3D AC LS Standard Carbon Fiber Tripod which is a carbon fiber tripod, super lightweight, highly stable, low-vibration, customized for FOCUS scanners for perfect performance and increased durability.
Panocam Mount with High Speed Color Add-On mount to connect a high-resolution panoramic camera with the accessory bay of a FARO Focus Laser Freestyle 2 Sensor FARO freestyle 2 sensor and one (1) year of manufactur warranty.
Additional Freestyle 2 Kit.
Freestyle 2 Accessories Kit including On-site Calibration plate, Magnetic Kit for Mobile Phone, USB cable, one battery, power charger, High Speed USB stick, Targets Kit, Optical cleaning cloth, quick start guide, and rugged transport case. Additional Equipment: Mobile PC Faro, 3D LS FocusS Battery Power Block for Focus Laser Scanner and Freestyle, 3D Mobile Phone (a high-end Smartphone compatible with FARO Cobalt Detail 3D.
CONTRACTOR shall provide the following training using current CITY software for FARO equipment:
Training: Train the Trainer Program 5 Day
CONTRACTOR shall provide a 5 day Train the Trainer Program consisting of five days of training for CITY Police personnel and partners who wish to conduct their own FARO certified training course. Curriculum includes instruction on presentation skills, transfer of learning and training design. In addition, hardware and software training is also conducted and electronic material to conduct future classes such as manuals, facilitators guides, and power points are provided and reviewed.
CONTRACTOR shall price the services per person. CITY trainee must have prior scanning experience for class attendance.
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A 9 B0785-0001\2687278v7.doc
Training: FARO Zone 3D Core Training
CONTRACTOR shall provide two consecutive day training consisiting of four-hour virtual classroom training. The FARO Zone 3D CORE training is specifically designed to assist new users.
Training: Laser Scanner Training – FARO Factory – Included CONTRACTOR shall provide training for two trainees. Training shall consist of a three day course at a training facility provided by FARO that discusses FARO Laser Scanner with FARO Software, setup, and basic measurements. CITY shall attend training togerther on consecutive days and shall not split into individual days.
CONTRACTOR shall perform the following maintenance and repair services:
Maintenance and Repair: FOCUS Premium Complete Care-Year 3 CONTRACTOR shall provide complete care coverage for FOCUS Premium Scanners which includes parts and labor for repairs and annual cleaning and calibration. This coverage shall be provided through year 3 from point of sale.
Maintenance and Repair: FREESTYLE Shared Care-Year 3
CONTRACTOR shall provide Shared Care Service plan package which includes labor for repair, discounted parts for repair and certification. This package extends the benefits of the manufacturer’s warranty through year 3 from point of sale.
Warranty
CONTRACTOR warrants its equipment and products against defects in material and workmanship and that all equipment and products will meet all specifications provided by CONTRACTOR. The warranty remedy is repair at a CONTRACTOR location or replacement and is express, excluding merchantability or fitness for particular purpose. CONTRACTOR’s Complete Care warranties purchased under CONTRACTOR Quote 20456083 for the FOCUS Premium Scanner and FREESTYLE are a total of three (3) years and start at shipment from CONTRACTOR to CITY.
II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONTRACTOR employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.
B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONTRACTOR employees shall immediately cease performing services under the Agreement.
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C. CONTRACTOR shall monitor CONTRACTOR employees’ signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:
1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).
2. If CONTRACTOR employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONTRACTOR shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.
3. CONTRACTOR shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.
4. CONTRACTOR shall disinfect all areas that CONTRACTOR’s employees come in contact with while performing services under the Agreement before and after usage.
5. CONTRACTOR employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.
D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:
1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.
2. CONTRACTOR employees are not working while sick.
3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.
4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.
E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.
These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.
CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.
For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
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CITY reserves the right to review CONTRACTOR’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONTRACTOR employees home who do not comply with these requirements. CONTRACTOR shall maintain the recordings and logs in accordance with the Agreement.
For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285- 1073.
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EXHIBIT B
SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a not to exceed amount of One Hundred Twenty-Three Thousand SeventyNine Dollars and Thirty-Two Cents ($123,079.32) at the costs set forth in this Exhibit. (a) Rates/Compensation
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(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.
DocuSign Envelope ID: E6F66F44-F973-4D8D-9F4A-B028EEABC87A Certificate Of Completion
Envelope Id: E6F66F44F9734D8D9F4AB028EEABC87A Status: Sent Subject: Agreement between City of Beverly Hills and Faro Technologies Source Envelope:
Document Pages: 16 Signatures: 5 Envelope Originator:
Certificate Pages: 3 Initials: 0 Maria Lara
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Record Tracking
Status: Original
9/6/2022 1:01:40 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Allen Muhich
[email protected]
CFO
ALM
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Using IP Address: 66.220.115.20
Sent: 9/6/2022 1:36:41 PM
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Jeff Sexton
[email protected]
VP of Global Sales
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Deborah Hakman for
[email protected]
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Signed using mobile
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Mark Stainbrook
[email protected]
Chief
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
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Sent: 9/6/2022 2:58:41 PM
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George Chavez
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Lili Bosse
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Huma Ahmed
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Adrianne Tarazon
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Dorina Mohan
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Jackie Perez
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