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ANNIE
PEREZ, CPPO EMILIO T. GONZALEZ, PH.D.
Chief Procurement Officer City Manager
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ADDENDUM TO TERMS AND CONDITIONS OF SALE TO
PURCHASE HARDWARE, LICENSE SOFTWARE, AND SERVICE
AGREEMENT BY AND BETWEEN CITY OF MIAMI AND WEST
TECHNOLOGY FORENSIC, INC.
1. The provisions of this Addendum ("Addendum") shall supersede any and all provisions in any other
Addendum, writing, document or understanding between the parties whether oral or in writing, and in
the event a provision of this Agreement conflicts with a provision of West Technology Forensics, Inc.
("West Technology" or" Provider") or seeks to eliminate a provision of the Contract, the provisions of
this Addendum shall control and shall apply.
2. All references to "Customer' shall be deleted and replaced with "the City of Miami", or "the City".
3. The recitals are true and correct and are hereby incorporated into and made a part of this Addendum.
The Terms and Conditions of Sale are hereby incorporated into and made a part of this Addendum and
attached hereto as Exhibit "A". The Provider's Insurance requirements are hereby incorporated into
and made a part of this Addendum as attached Exhibit "B". The order of precedence whenever there
is conflicting or inconsistent language between documents is as follows in descending order of priority:
I. This addendum and Acknowledging Terms and Conditions of sale;
II. Purchase Order Terms and Conditions;
III. Exhibits hereto.
4. Clause 4.5.4, titled City Not Liable for Delays, is hereby added with the following language:
West Technology hereby understands and agrees that in no event shall the City be liable for, or
responsible to West Technology or any subcontractor, or to any other person, firm, or entity for or on
account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related
thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s)
for any cause over which the City has no control.
5. Clause 11.5, titled Use of Name, is hereby added with the following language:
West Technology understands and agrees that the City is not engaged in research for advertising, sales
promotion, or other publicity purposes. West Technology is allowed, within the limited scope of normal
and customary marketing and promotion of its work, to use the general results of this project and the
name of the City. West Technology agrees to protect any confidential information provided by the City
and will not release information of a specific nature without prior written consent of the City Manager or
the City Commission.
6. Clause 16.1.3, titled No Conflict of Interest, is hereby added with the following language:
Pursuant to City of MiamiCodeSection 2-611, as amended ("City Code"), regarding conflicts of interest,
West Technology. hereby certifies to the City that no individual member of West Technology no
employee, and no subcontractors under this Agreement or any immediate family member of any of the
same is also a member of any board, commission, or agency of the City. West Technology hereby
represents and warrants to the City that throughout the term of this Agreement, Contractor, its
employees, and its subcontractors will abide by this prohibition of the City Code.
7. -Clause 9.8, titled Truth -in -Negotiations, is hereby added with the following language: -
West Technology hereby certifies, represents and warrants to the City that on the date of Contractor's
execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the
wage rates and other factual unit costs supporting the compensation to West Technology under this
Agreement are and will continue to be accurate, complete, and current, West Technology understands,
agrees and acknowledges that the City shall adjust the amount of the compensation and any additions
thereto to exclude any significant sums by which the City determines the contract price of compensation
hereunder was increased due to inaccurate, incomplete, or non-current wage rates and other factual
unit costs. In the event West Technology provides services on an hourly basis, all such contract
adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring
or earlier terminated pursuant to the provisions hereof.
8. Clause 2.7, titled Counterparts, is hereby added with the following language:
This Agreement may be executed in three or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute one and the same agreement.
9. Clause 11.6, titled Public Records, is hereby added with the following language:
Notwithstanding any other provisions of the Agreement, West Technology hereby agrees and
understands that the public shall have access, at all reasonable times, to all documents and information
pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific
exemptions there from, and West Technology agrees to allow access by the City and the public to all
documents subject to disclosure under applicable law unless there is a specific exemption from such
access West Technology's failure or refusal to comply with the provisions of this section shall result in
immediate termination of the Agreement by the City.
Pursuant to the provisions of Section 119.0701, Florida Statutes, West Technology must comply with
the Florida Public Records Laws, specifically, West Technology must:
Page 2
1) Keep and maintain public records that ordinarily and necessarily would be required by the public
agency to perform the service.
2) Provide the public with access to public records, on the same terms and conditions that the
public agency would provide the records, and at a cost that does not exceed the cost provided
in this chapter, or as otherwise provided by law.
3) Ensure that -public -records, that are exempt or confidential -and exempt from public records
disclosure requirements, are not disclosed except as authorized by law.
4) Meet all requirements for retaining public records and transfer, -at no cost, to the public agency
all public records in possession, West Technology upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements.
5) All records stored electronically must be provided to the City in a format compatible with the
information technology systems of the public agency.
6) Should West Technology determine to dispute -any public access provision required by Florida
Statutes, then Lessor shall do so at its own expense and at no cost to the City.
IF WEST TECHNOLOGY, HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO WEST TECHNOLOGY FORENSIC, INC. DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS(5)MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF
THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. FORENSIC
TECHNOLOGY, INC. MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
10. Section 17, titled Entire Agreement, is hereby added with the following language:
The Agreement consists of this Addendum, and its Exhibits. The Agreement as described is the full and
final Agreement between the parties as to its subject matter and supersedes all prior or
contemporaneous communications and writings between the parties as to its subject matter.
Page 3
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective
officials thereunto duly authorized.
"West Technology"
WEST TECHNOLOGY FORENSIC, INC. a foreign
for profit corporation:
BY: 6Y:
David Williams, General Manager
DATE: I l f \ u
t
ATTEST: _
Print Name:,
Corporate Seal/Notary Seal
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
DATE:
"City"
CITY OF MIAMI, a municipal
corporation:
Emilio T. Gonzalez, Ph. D., City Manager
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
TJ
Annie Perez
Director
Procurement Department
Jorge R. Colina
Chief of Police
CITY OF MIAN11. FLORIDA
INT EP' -OFFICE P/IEMIOPIANDUI,I
GATE MAR 2 b 2019
SUBJECT: Finding of Sole Source
RLE LEG 7-2
REFERENCES _ Purchase. of -VMD Latent - - -
Fingerprint Development System
ENCLOSURES
The police department is requesting a sole source finding for the purchase of a VMD560 Latent
Fingerprint Development System (VMD), training and accessories from West Technology
Forensics, in the amount of $154,950; allocating funds from the FY 17 Edward Byrne Memorial
Justice Assistance Grant (JAG), Award No. 2456, Project No. 19-190011, Task No. 1,
Organization 191602 and Account No. 12000.191602.664000.0.0. Based upon the attached,
please take the necessary steps to verify that West Technology Forensics, Inc., located at 111
Monument Circle, Suite 2700, Indianapolis, IN 46204, is the sole provider of this purchase.
The Crime Scene Investigations (CSI) Unit of the police department has recommended that the
department acquires this new technological equipment that is designed to obtain latent
fingerprints from difficult surfaces such as fabrics and fired casing/ammunition. VMD can identify
grab areas, e.g. grab impressions, on fabrics with loose weave, with the possible application to
aid targeted DNA swabbing/extraction. The VMD chamber is a lab quality processing chamber
that uses heated metals such as gold, zinc, silver and copper to enhance latent fingerprints on
spent shell casings, firearms, plastics, fabrics, papers, woods and old cold case evidence.
The implementation of the VMD technology will be of great benefit to the Miami Police
Department, the residents of Miami, and a valuable tool for the Crime Scene Investigation Unit.
West Technology Forensics, Inc. confirms that they are the manufacturer of their products which
are exclusively sold, distributed and serviced by them.
Your attention to this matter is greatly appreciated.
JRC/DMJ/JB/jms
Attachments
FINDING OF SOLE SOURCE APPROVED:
Annie PErO'Z,
Procurement Director
EXHIBIT A
Terms and Conditions of Sale
1. Interpretation
1.1. Definitions
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in New York City are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.7.
-- -- — - - -- - - --Contract=the contract between the Supplier -and the -Customer -for -the -sale and -purchase of -the Goods and/or -the provision -of--- -
Services -in accordance with -these -Conditions. —
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Customer Default: -has the meaning specified in -clause 8.2.-
Delivery
.2:Delivery Location: has the meaning specified in clause 4.2.
Disclosing Party: shall have the meaning specified in clause 11.1.
Force Majeure Event: has the meaning given in clause 15.2.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks,
trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition
rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or
unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or
_forms -of _pcotection in_any_parLofthe_world
Order: the Customer's order for the Goods and/or Services.
Receiving Party: shall have the meaning specified in clause 11.1.
Services: the services to be supplied by the Supplier to the Customer.
Specification: any specification for the Goods and/or Services, including any related plans and drawings, that is agreed by the
Customer and the Supplier.
Supplier: West Technology Systems Limited (registered in England and Wales with company number 02823838).
1.2. Construction
In these Conditions, the following rules apply:
1.2.1. A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.2. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-
enacted.
1.2.3. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or
statutory provision, as amended or re-enacted.
1.2.4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed
as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5. A reference to writing or written includes faxes and e-mails.
Basis of contract
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by the Customer to purchase the Goods and/or the Services in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are
complete and accurate.
2.3. The Order shall only be deemed to be accepted when the Supplier issues a written confirmation of the Order, at which
point the Contract shall come into existence.
2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on
any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not
set out in the Contract.
2.5. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations
contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the
Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force.
2.6. A quotation for the Goods and/or Services given by the Supplier shall not constitute an offer. A quotation shall only be
valid for a period of 20 Business Days from its date of issue.
Goods
3.1. The Goods are described in the Order and any Specification.
3.2. The Supplier reserves the right to amend any Specification if required by any applicable statutory or regulatory
requirements.
Delivery
4.1. The Supplier shall ensure that:
4.1.1. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant
Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the
Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments,
the outstanding balance of Goods remaining to be delivered; and
4.1.2. If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated
on the delivery note. The Customer shall make any such packaging materials available for collection at such times
as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree
(Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by;
4.5.1. A Force Majeure Event;
4.5.2. The Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods; or
4.5.3_Prev_ention of or delay in completion_of_the_Ser_vices_as_a-result-of-any-act_or_omission--byAhe_Customer-onfailure —
by -the -Customer -to perform -any -relevant -obligation -including -the -obligations -listed in -clause 81
4.6. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in
_ obtaining replacement goods of similar description and -quality in the cheapest market available,_less the price of the -Goods.-_
The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by:
4.6.1. A Force Majeure Event;
4.6.2. The Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods; or -- ---- - - - - - -- - - - -- --
4.6.3. prevention of or delay in completion of the Services as a result of any act or omission by the Customer or failure
by the Customer to perform any relevant obligation including the obligations listed in clause 8.1.
4.7. If the Customer fails to accept delivery of the Goods then, except where such failure or delay is caused by any of the
events specified in clauses 4.6.1, 4.6.2 or 4.6.3:
4.7.1. Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the
- day on which the Supplier makes a reasonable attempt to deliver the Goods and
- - -- -
4.7.2. The Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and
expenses (including insurance).
4.8. If after 10 Business Days after the day on which the Supplier makes a reasonable attempt to deliver the Goods the Customer
has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after
deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or
charge the Customer for any shortfall below the price of the Goods.
4.9. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including at the maximum 5%
more or less than the quantity of Goods ordered but a pro rata adjustment shall be made to the Order invoice on receipt of
notice from the Customer that the wrong quantity of Goods was delivered. Anything over 5% is just cause for rejection.
4.10. The Supplier may deliver the Goods or supply the Services by instalments, which subject to clause 13.3 shall be invoiced
and paid for separately and each instalment shall constitute a separate Contract. Any delay of not more than 5 days in
delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
S. Quality of the Goods
5.1. The Supplier warrants that on delivery, the Goods shall:
5.1.1. Conform in all material respects with the Order and any Specification; and
5.1.2. Be free from material defects in design, material and workmanship.
5.2. Subject to clause 5.3, if:
5.2.1. The Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the
Goods do not comply with the warranty set out in clause 5.1;
5.2.2. The Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3. The Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the
Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the
defective Goods in full.
5.3. The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following
events:
5.3.1. The Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2. The defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage,
commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding
the same;
5.3.3. The defect arises as a result of the Supplier following any drawing, design or Specification supplied by the
Customer;
5.3.4. The Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5. The defect arises as a result of fair wear and tear, willful damage, gross negligence, or abnormal storage or
working conditions; or
5.3.6. The Goods differ from the Order and any Specification as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.
5.4. Except as provided in this clause 5, or by the Uniform Commercial Code as codified in Florida Statutes. the Supplier shall
have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded
from the Contract.
5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and risk
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds)
for:
6.2. 1. The Goods; and
6.2.2. Any other goods or services that the Supplier has supplied to the Customer in respect of which payment has
become due.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. Hold the Goods on a fiduciary basis as the Suppliers bailee;
6.3.2. Store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as
the Supplier's property;
6.3.3. Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4. Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the
date of delivery;
6.3.5. Notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2; and
- - 6.3:&--- Give the _Supplier sudh_reasonable_ information- relating to tbe-aoods_aslhe_Supplier-may-require from_time_to— -
-- timeTbut-the Customer -may -resell -or -use the Goods -in -the -ordinary -course -of -its business. -
6.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause
-_ - _- 12,2, or the Supplier reasonably believes that any.such-event.is. about to happen and -notifies. the_ Customer accordingly,-_
then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting
any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the
Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them. - -- — - - -- -
7. Services
7.1. The Supplier shall provide the Services to the Customer in accordance with the Order and any Specification in all material
respects.
7.2. The Supplier shall use all reasonable endeavors to meet any performance dates for the Services specified in the Order and
any Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of
the Services.
7.3. The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable
laws or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall
notify in writing and in advance the Customer in any such event.
7.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from the Contract.
8. Customer's Obligations (Services)
8.1. The Customer shall:
8.1.1. Ensure that the terms of the Order and any Specification are complete and accurate;
8.1.2. Co-operate with the Supplier in all matters reasonably relating to the Services;
8.1.3. Provide the Supplier with such information and materials as the Supplier may reasonably require to supply the
Services, and ensure that such information is accurate in all material respects; and
8.2. If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or
omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1. The Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services
until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the
performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's
performance of any of its obligations;
8.2.2. The Supplier shall not be liable for any indirect or special costs or losses sustained or incurred by the Customer
arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations; and
9. Price and payment
9.1. The price of the Goods and/or Services shall be the price set out in the Order and any Specification, or, if no price is quoted,
the price set out in the Supplier's published price list in force as at the date of delivery.
9.2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods and/or the
Services to reflect any increase in the cost of the Goods and/or the Services that is due to:
9.2.1. Any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials and other manufacturing costs);
9.2.2. Any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the
Specification; or
9.2.3. Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or
accurate information or instructions.
9.3. The price of the Goods is exclusive of the costs and charges of packaging, insurance, site work, commissioning and
transport in respect of the Goods, which shall be invoiced to the Customer.
9.4. The price of the Goods and/or Services is exclusive of amounts in respect of value added tax chargeable from time to time
(VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to. the Supplier such additional amounts
in respect of VAT as are chargeable on the supply of the Goods and/or Services at the appropriate rate.
9.5. The Supplier may invoice the Customer for the Goods and/or Services on or at any time after delivery of the Goods or
completion of the Services as the case may be.
9.6. The Customer shall pay the invoice in full and in cleared funds within 45 days of the date of the invoice as per the State of
Florida Local Government Prompt Payment Act , Section 218.70, et. seq. , Florida Statutes, . Payment shall be made to
the bank account nominated in writing by the Supplier. Time of payment is of the essence.
9.7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the
Customer shall pay interest on the overdue amount at the rate of 12% per annum. Such interest shall accrue on a daily
basis from the due date until actual payment of the overdue amount, whether before or afterjudgment. The Customer shall
pay the interest together with the overdueamount.
10. Intellectual Property and indemnities
10.1. All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services shall, as between the
parties, be the property of the Supplier.
10.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods and/or the Services,
the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written license from
-
the relevant licensor on such terms as will entitle#he-Suplalier t_o-license _such rights -to— -
11. Confidentiality
- - ---_. ..-------------...-------
11.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions,
processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party
(Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the
Disclosing Party's business, its products and services which the Receiving Party may obtain. - - - - - --- -
11.2. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors
who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure
that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a
party to the Contract.
11.3. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed
by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11.1 shall survive
- - - ---- ---• — - --- - — -- — — ----
termination of the Contract.
11.4. All obligations here are subject to the Florida Public Records Act, Chapter 119, Florida Statutes which the City as a
municipality is subject to.
12. Customer's insolvency or incapacity
12.1. If the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that the
Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other
right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries and all Services in
progress under the Contract or under any other contract between the Customer and the Supplier without incurring any
liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer and Services in progress
or completed shall become immediately due.
12.2. For the purposes of clause 12.1, the relevant events are:
12.2.1. The Customer commits a material breach of its obligations under this Contract and (if such breach is remediable)
fails to remedy that breach within 7 days after receipt of notice in writing to do so;
12.2.2. The Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall
due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either
unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of
section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing
apply,
12.2.3. The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its
debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where
the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent
amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
12.2.4. (Being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent
amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
12.2.5. (Being an individual) the Customer is the subject of a bankruptcy petition or order;
12.2.6. A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration
or other such process is levied or enforced on or sued against, the whole or any part of its assets and such
attachment or process is not discharged within 14 days;
12.2.7. (Being a company) an application is made to court, or an order is made, for the appointment of an administrator or
if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
12.2.8. (Being a company) the holder of a qualifying charge over the Customer's assets has become entitled to appoint or
has appointed an administrative receiver;
12.2.9. A person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the
Customer's assets;
12.2.10. Any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject
that has an effect equivalent or similar to any of the events mentioned in clause 12.2.1 to clause 12.2.9 (inclusive);
12.2.11. The Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial
part of its business;
12.2.12. The Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's
capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;and
12.2.13. (Being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is
incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
12.3. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as
at_terminatiooLGlauses -which expr-essly_or_by.implication--survive-termina8on-of--the_Lontractshall-continue-inJulL-force=and-- — - -
1_3._Cancellation
_-_
13.1. Subject to clause 13.3 the Customer may cancel the Order at any time prior to the Supplier's acceptance of the Order.
13.2. Subject to clause 13.3 in the event of cancellation of the Contract by the Customer after the Supplier's acceptance of the
Order the Customer will on demand pay to the Supplier as liquidated damages the actual costs incurred by the Supplier
pursuant to the Contract up to the date of receipt of written notice of cancellation together with a sum of 20% of the contract
price by way of contribution to overheads and loss of profit. VAT will be payable on such sum at the appropriate rate where
applicable.
13.3. The Customer shall not be entitled to cancel the Contract after the manufacturing process has commenced and shall
remain liable for:
13.3.1. The Contract price; or
13.3.2. In the pa
event that the rties have agreed completion or delivery by instalments the price of all related instalments
under the Contract
13.4. The Supplier may cancel the Contract at any time if the Supplier knows or has any suspicion that the Goods, components
of the Goods and/or any product of the Services are used or are to be used for any illegal or immoral purposes.
14. Limitation of liability
14.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for:
14.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as
applicable);
14.1.2. Fraud or fraudulent misrepresentation;
14.1.3. Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
14.1.4. Defective products under the Consumer Protection Act 1987; or
14.1.5. Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
14.2. Subject to clause 14.1:
14.2.1. The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising
under or in connection with the Contract; and
14.2.2. The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the
Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no
circumstances exceed the price of the Goods and/or Services.
15. Force majeure
15.1. Neither party shall be liable for any failure or delay in.performing its obligations under the Contract to the extent that such
failure or delay is caused by a Force Majeure Event.
15.2. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been
foreseen, or, if it could have been foreseen, was unavoidable.
16. General
16.1. Assignment and other dealings.
16.1.1. The Supplier may, with prior written approval of the City, which will not be unreasonably withheld , at any time
assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations
under the Contract.
16.1.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other
manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
16.2. Notices
16.2.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing,
addressed to that party at its registered office (if it is a company) or its principal place of business (in any other
case) or such other address as that party may have specified to the other party in writing in accordance with this
clause, and shall be delivered personally, sent by pre -paid first class post or other next working day delivery service,
commercial courier, fax or e-mail.
16.2.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the
address referred to in clause 16.2.1; if sent by pre -paid first class post or other next working day delivery service,
at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the
time that the couriers delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
16.2.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal
action.
16.3. Severance
16.3.1. If any provision or part -provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part -provision shall be deemed deleted. Any modification to or deletion of a
provision or part -provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.3.2. If one party gives notice to the other of the possibility that any provision or part -provision of this Contract is invalid,
illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is
legal valid and enforceable -and -Q he�7createst-extentpossible;::achievesAhe_intended-commerriahlesuttoiffi _ ---
16.4. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint
_ venture- between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party
shall have authority to act as agent for, or to bind, the other party in any way.
16.5. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed
a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under
- the Contract or by law shall constitute a waiver -of that or any other -right or remedy, nor -shall it prevent or restrict the further -
exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
16.6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce itsterms.
16.7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional
terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
16.8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non -contractual disputes or claims), shall be governed by, and construed in accordance with the law of the State
of Florida .
16.9. Jurisdiction. Each party irrevocably agrees that the courts of competent jurisdiction in Miami -Dade County, Florida shall
have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter
or formation (including non- contractual disputes or claims). Each party shall bear their own attorney's fees.
EXHIBIT B
INSURANCE REQUIREMENTS
West Technology shall furnish to City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th
Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has
been obtained which meets the requirements as outlined below:
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
Additional Insured Endorsement naming the City of Miami as an additional insured must be provided.
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto Including Hired, Borrowed or Non -Owned Autos
Any One Accident
Page 5
$1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Additional Insured Endorsement naming the City of Miami as an additional insured must be
provided.
- - -III. Umbrella/Excess:Liability={Excess_Follow=Form j— -
A. Limits of Liability
Each Occurrence__ _. ----_ - -- -- __ $1,000,000
Aggregate $2,000,000
Additional Insured Endorsement naming the City of Miami as an additional insured must be
provided.
IV. Workers' Compensation
Limits of Liability
Statutory - State of Florida V.
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
The above policies shall provide the City of Miami with written notice of cancellation or material change
in accordance to policy provisions. Companies authorized to do business in the State of Florida, with
the following qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to
Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company,
Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review
and verification by Risk Management prior to insurance approval.
The City shall retain the right to modify respective insurance limits based upon the provider's actual
loss experience. Upon receiving the City's notice to increase insurance limits, the provider must produce
evidence of compliance within 10 days of such notice.
Page 6
NOTE: CITY BID/ RFP NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE.
Compliance with the foregoing requirements shall not relieve the Provider of liability and obligation
under this section or under any other section of this Agreement.
--If insurance certificates are scheduled to expire during the contractual period, the Provider shall
-_ be responsible_for submitting new or renewed_ insurance certificates_ to_the_City ata_minimum_of-teb10)_
------- — -- ---
calendar days in advance of such -expiration -- - -- - - - -
--In the event that expired certificates are not replaced with new or renewed certificates which
cover the contractual period, at its discretion, the City shall:
(1) Suspend the contract until such time as the new or renewed certificates are received by the City
in the manner prescribed in the Invitation for Bid; or,
(2) Terminate this contract for cause and seek re -procurement damages from the Provider in
conjunction with the General and Special Terms and Conditions of the Bid.
The Provider shall be responsible for assuring that the insurance certificates required in conjunction
with this Section remain in force for the duration of the contractual period; including any and all option
terms that may be granted to the Provider.
Page 7
West
Technology
FORENSICS
LETTER OF SOLE SOURCE SUPPLY
Date: 31 January 2019
RE: TO WHOM IT MAY CONCERN
We hereby confirm that the VMD range of products manufactured by West Technology
Forensics (legal entity, West Technology Systems Limited, is a sole source product
which is exclusively sold, distributed and serviced in the United States of America by: -
West Technology Forensics [nc
111 Moriument Circle, Suite 2700
Indianapolis, IN 46204
Phone: 806 876 7303
Email: forensics west-technolooy.co.uk
Wes. Technology Forensics rnaintains all copyright privileges for their range of VMD
products and this range -of -products must be -purchased--through West Technology
Forensics Inc. West Technology Forensics confirms that there are no other sources of
purchase or service currently available in the United States of Arnerica.
West Technology Forensics warrants that no other items or products are available for
purchase with the same specification as detailed in. the 1l`•Jest Technology Forensics
literature, that would serve the same function or purpose and that there is only one price for
the move named range of products, because of exclusive distribution and marketing rights
All of the above statements will remain valid until such time Vilest Technology Forensics
issues a notification to all customers or potential customers in the United States of Asnerica,
regarding any variation to the above statements.
Yours' -faithfully
David Williams
General Manager
West Technology Forensics Inc.
111 Monument Circle, Suite 2700, Indianapolis, IN 46204
Toll Free: 866 876 7303
yPNH.west-technolcavv co-ak forensics@west-tech nology. co. uk
West
pow W Technology
FORENSICS
Delivery Address
QUOTATION
Wendell Harris
Quote Number
JPQ40773-USA
Crime Scene Unit
Date
07 June 2019
City of Miami Police Department
Quotation Validity
60 Days
400 NW 2nd Ave
Shipping Terms
DAP
Miami
Payment Terms
50% on receipt of
FL 33128
order
United States
50% on installation,
payment due within
30 -days
Item Description
Quantity
Delivery Item Cost
A VMD560 Latent Fingerprint Development
1 off
14-16 $138,780.00
System
Weeks'
Includes:
-Consumable kit (approx. 250 processes)
-Internal water re -circulation chiller unit
-Operating instruction manual
-VMD process application guide
B Installation of VMD560 & Chiller
1 off
$6,850.00
C 4 Day VMD Training Course for up to 24
1 off
$2,600.00
People
D Crating & Shipping
1 off
$3,950.00
E On-site VMD560 Service
1 off
$2,770.00
F Part & Labour Warranty
N/A
Total Price $154,950.00
James Price
West Technology Forensics
Terms and Conditions of Sale:
Please refer to our website for our full terms and conditions: http//w\Aw.west-technology.co.uk
' Does not include shipping time
West Technology Forensics Inc.
111 Monument Circle, Suite 2700, Indianapolis, IN 46204
Toll Free: 866 876 7303
www.west-technology.co.uk forensics@west-technology.co.uk
MARKET RESEARCH
Contract No.: 18-19-023
Current Term: N/A
Expiration Date: N/A
Title: Vacuum Metal Deposition 560 Latent Fingerprint
Recommendation:
Development System "VMD560"
® Sole Source Contract
❑ Solicit Competition
Procurement Contracting Officer:
Cristiane Lima
❑ Access Contract
--- - - - - - - - - -
-❑ Other - -- - -- - - --
Background:
The City of Miami's Department of Procurement ("Procurement") has been asked to provide Market
Research for Vacuum Metal Deposition 560 Latent Fingerprint Development System
("VMD560"), training and accessories. The VMD560 chamber is semi-automatic control system and
advanced fingerprint vacuum technology that provides quick and easy processing of evidence. The
system has been designed by forensic scientists to ensure consistent and uniform latent fingerprint
development on even the most difficult of surfaces including flexible plastic packaging, plastic bottles,
glass, fabrics, firearms, glossy paper, thermal paper, wood etc. Fingermarks developed by the system
are of a much higher definition and have superior contrast than marks developed using the
cyanoacrylate fuming technique. The control system and advanced vacuum technology provides quick
and easy processing of evidence, typically in less than ten (10) minutes and produces results that can
be photographed immediately. Additionally, the standard technique is very stable and will develop
fingermarks that will not fade and can be imaged many days later,
Research Conducted:
Market research was conducted to source the industry and analyze the cost of equipment and
maintenance. Procurement contacted the manufacturer of VMD560 and a letter was provided advising
that VMD560 is exclusively sold, distributed and serviced in the United States of America by West
Technology Forensics, Inc. The manufacturer also provided a list of US Agencies/Departments that
utilize this service. The US agencies and municipalities are US Treasury - TIGTA, Broward County
Sheriff's Office, Cumberland County District Attorney's Office, Berks County Sheriff's Office and US
Secret Service. This system has been procured through a Sole Source for all the above-mentioned
agencies and municipalities.
Comparable Contracts:
None available.
Recommendation:
Procurement recommends a Sole Source finding for the purchase of the VMD560 from West
Technology Forensics Inc., who is the sole manufacturer and distributor of the VMD560. The VMD560
contract will assist City of Miami's Police Department ('Police") implement a rapid fingermark
development process, which will in turn will help solve crimes.
Procurement Contracting Officer:
Procurement Manager:
Director/Asst. Director:
Date- G /
Date:
Date:
i
Detail by Entity Name
Detail by Entity Name
Foreign Profit Corporation
WEST TECHNOLOGY FORENSICS,
INC.
Filing Information
Document Number
F19000001801
FEI/EIN Number
82-1319471
Date Filed
04/09/2019
State
IN
Status
ACTIVE
Principal Address
DALTON HOUSE -GREAT WESTERN BUSINESS PARKA
RMSTRONG WAY
YATE BS374-NG OC
Mailing Address
DALTON HOUSE -GREAT WESTERN BUSINESS PARKA
RMSTRONG WAY
YATE BS374-NG OC
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL 32301-2525
Officer/Director Detail
Name & Address
Title C,P
HARRIS, IAN
DALTON HOUSE -GREAT WESTERN BUSINESS PARKA
YATE BS374-NG OC
Title S
WILLIAMS, DAVE
DALTON HOUSE -GREAT WESTERN BUSINESS PARKA
YATE BS374-NG OC
Annual Reports
No Annual Reports Filed
Document Images
04;09,'2019 —Foreign Profit View image in PDF format
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetaiI?inquirytype=Entity... 5/3/2019