Contract - FLIR Detection, Inc. - 8/24/2017 Iii imii
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FLIR Detection, Inc. -Quotation
Date: 8/4/2017
Attn: Mr. Dan Kilpatrick
Contact: Tel:512-341-3103(0) 512-801-5346 (M) Email:dkilpatrick@roundrocktexas.gov
End User: Round Rock Police Department
Quote# 17-1058
Subject: SkyWatchTM Mobile Surveillance Towers
This documentation contains proprietary information to FLIR Systems,Inc. This information must be maintained in confidence and used
only in a manner consistent with the documentation and any executed Non-Disclosure Agreement, and may not be disclosed to any
third parties without FLIR's written consent.
Pricing Table
Item Qty Part Number Description Price Extended
1 1 SW-SG-1P FLIR SkyWatch SG: Single standard (5)cab with $ 120,588.75 $120,588.75
gas(G)generator.
2 1 LEBP2 LEBP2=OPT141+0PT225+0PT322+OPT377 $40,054.22 $40,054.22
Discount only offered if purchased with a
SkyWatch unit
Bundle Package 2(LE)
• PT 618 Camera
• 3 Staring Cameras
• PA System
• Roof Mounted Spot Lights
3 1 OPT 307 SkyWatch Basic Wireless System: $10,421.50 $10,421.50
VERIZON ONLY Connects to IPAD,Smartphone and
Laptops allowing live streaming of video
along with remote camera control. (Note
this is a standalone system subject to
change should other parts or additional
integration be necessary).
4 1 Shipping Shipping and Insurance: From Elkridge, MD to $4,941.00 $4,941.00
Round Rock,TX.
Subtotal $ 176,005.47
Total $ 176,005.47
QuoteNameHere Page 1 of 3 F0.l44A QK_QUT Template SW rev A
FUR PROPRIETARY—FLIR Systems,Inc.
FUR Detection, Inc. 17055 Troy Hill Drive,Suite 3001 Elkridge, MD 210751 Phone:+1(410)540 8660
1t 2011- 4a�2�D
FLIR
Project Notes:
1. Points of Contact.
■ Questions regarding this quotation should be directed to Howard Schemer,tel. (M)+1 770-335-4892
Email: Howard.Schemer@flir.com.
■ After contract award all questions regarding project execution should be directed to Tamara Sierra+1(M)443-
280-7879(0)443-459-3111. Email:tamara.sierra@flir.com
2. Company Information:
■ Legal Name: FLIR Detection, Inc.
■ Federal Tax ID:77-0619113
■ DUNS:804632318
■ CAGE:4ZCAO
■ Physical&Remit-to Address: 1024 S.Innovation Way Stillwater,OK 74074
3. Training.The standard on-site training for the FLIR's integrated system allows for up to twenty(20)students per session. If
more students require training,additional sessions much be purchased and scheduled. All onsite time is based upon 8-hour
work days.
4. 3rd Party Equipment. If applicable,all 3rd party equipment shall be shipped to the appropriate FLIR Detection, Inc.facility for
integration,testing,driver development,and/or any further required services to ensure interoperability with the FLIR system.
5. Maintenance. Maintenance services can be provided at an additional cost
6. Hostile Locations. When the project site location is deemed Hostile by FLIR, Customer/Buyer must provide a security plan
prior to arrival. Upon arrival, it is expected that all FUR personnel will have security and transportation to and from the job
site at no additional cost. FLIR reserves the right to retain private security services,at an additional charge,if it is determined
prior to arrival or is discovered after arrival that the provided security and transportation is not adequate for the environment
on the ground.
General Notes and Clarifications:
1. Shipping. Typical RTS(Ready to Ship)date for this system is 180 days ARO(After Receipt of Order).
2. Incoterms. FOB Origin.
3. Payment. Payment terms will be Net 30 in United States Dollars(USD) upon credit approval.
4. Quotation Expiration. This quotation is valid until December 31,2017.
5. Export Control. The goods and services quoted herein may be subject to US and/or Canadian export laws and regulations.
Diversion contrary to US or Canadian law is prohibited. Project execution and schedule are contingent on FLIR receiving the
proper authorizations,including the approval of export licenses and Technical Assistance Agreement(s)(TAAs).Please see the
Terms and Conditions that are included in this quotation for further details.
6. Radio License.Where the Radar sold to the Buyer is a radio emitting Product,it is the sole responsibility of the Buyer to obtain
all required radio licenses and/or permits to operate the Product and to conform to all local, state, national, federal or
QuoteNameHere Page 2 of 3 1F0144A O.K_OU-i Template SW rev A
FUR PROPRIETARY—FUR Systems,Inc.
FLIFi Detection, Inc. 170S5 Troy Hill Drive_..Suite 3001 Elkridge, MD 210751 Phone:-+-1..(410)540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE-The
FLIR Systems,Inc.,information contained herein shall not be duplicated,used,or disclosed—in whole or in part—beyond this point without
the expressed written consent of FLIR Systems,Inc.Copyright FLIR Systems,Inc.,all rights reserved.
FLIR
provincial laws and regulations pertaining to the operation of the radio Product. FLIR shall make its best effort to provide the
product technical data required by the Buyer to make such applications for licenses or permits.
7. Services. All Professional Services, Implementation Services,and Maintenance Services have additional charges.
8. Unimpeded Site Access. Unimpeded Site Access is required. Access to the site, control room, equipment locations,
equipment storage locations, etc. is required to survey, manage, install,and commission the system,and is expected during
normal working for hours with a minimum of 8 hours per day.
9. Infrastructure.The BUYER is responsible for all infrastructure requirements to include power,communications,cabling,wire,
conduit,equipment supports,equipment foundations required to support the equipment FLIR is providing. FLIR will provide
the requirements after PO acceptance and/or contract award.
10. Permits and Site Fees. The Buyer is responsible for any/all local,city, municipal,authority having jurisdiction,and/or federal
codes/taxes/fees/regulations/requirements/permits/studies/surveys, etc.that may be required on and/or for this
location/site/project.
11. Work Delays. Any work stoppages or interruptions that could be due to weather, work site condition, local environment,
airport,military base,government interference,customs and shipping delays,shall be billed at FLIR Detection's Daily Rate for
Standby time plus additional travel and material expenses incurred due to the delay.
12. Required Travel Notice. Please be advised that FLIR Detection, Inc. requires a 14-day advance notice for booking onsite
support or troubleshooting projects that require FLIR representatives to travel.Requests that do not meet the 14-day advance
notice will be subject to additional travel and lodging expenses(T&E). Billings will be in addition to the existing daily on site
rates.We encourage all of our customers to adhere to the 14-day travel requirement to ensure proper planning and allocation
of resources for these services.
13. Customer Travel. FLIR cannot be responsible for any travel, entertainment, or other items of value for any government
officials, end users, or third parties without a detailed review of expenses to ensure compliance with the U.S. laws and
regulations, including the Foreign Corrupt Practices Act(FCPA),and local laws.
QuoteNameHere Page 3 of 3 F0144A OK_.OUT Template SW rev A
PR O r � i MR Y_. R.,.R.
��� `� Systems,Inc.
FUR Detection, Inc. 17055 Troy Hill Drive Suite 3001 Elkridge, MD 210751 Phone:+1(410)540-8660
This document is subject to the restrictions and protections detailed on the cover page. PROPRIETARY AND COMPETITION SENSITIVE-The
FLIR Systems,Inc.,information contained herein shall not be duplicated,used,or disclosed—in whole or in part—beyond this point without
the expressed written consent of FLIR Systems,Inc.Copyright FLIR Systems,Inc.,all rights reserved.
Terms and Conditions—Sales FL
The following terms and conditions(these"Terms and Conditions") Products to the Ex-Works point ("Delivery"). All Delivery dates
contained in the Acknowledgement are estimates and Seller has no
are applicable to the sale of products or services("Products")by FLIR liability for any delay in Delivery.
Systems, Inc., or one of its Affiliates, as identified in the
Acknowledgement ("FLIR" or "Seller") to any purchaser thereof 5. LIMITED WARRANTY, EXCLUSIONS AND
("You"or"Buyer").Except as provided in Section 2,these Terms and DISCLAIMERS.
Conditions together with the Seller's quotation, Acknowledgement,
terms incorporated into this Agreement by reference in these Terms A. Limited Warranty. Unless superseded by individual Product
and Conditions, and the price,quantity and delivery terms contained warranty terms set forth in the Specifications, a warranty section of
in Buyer's purchase order constitutes the entire and exclusive FLIR's website at www.FLIR.com, or in this Agreement, SELLER
agreement between Seller and Buyer(collectively,this"Agreement"). WARRANTS THAT FROM THE DATE OF DELIVERY AND FOR
"Affiliates"means,with respect to either party,any other entity directly A PERIOD OF ONE YEAR, THE PRODUCTS WILL CONFORM
or indirectly controlling,controlled by,or under common control with IN
ALL MATERIAL RESPECTS TO ITS SPECIFICATIONS AT
such party. "Acknowledgement"means the sales order confirmation T TIME OF SALE AND BE FREE FROM MATERIAL
or order acknowledgment issued by FLIR to you which confirms the DEFECTS UNDER PROPER USE AND SERVICE IN
Products ordered,pricing and other relevant terms of the transaction. ACCORDANCE WITH THE SPECIFICATIONS. "Specifications"
means the specifications delivered to Buyer with or in the Product
1. INTERNAL OR OTHER USE. Buyer represents and and/or published on FLIR's website for the applicable version of the
warrants that it intends to use the Products for its internal use and is Product. Buyer agrees that Specifications and other warranty
not purchasing the Products with the intent to resell or distribute the information may be supplied only in the English language, unless
Products,unless authorized by Seller in the Acknowledgement or the otherwise required by local law without the possibility of contractual
Formal Agreement(as defined in Section 2). waiver or limitation. This limited warranty extends only to Buyer and
is not transferable to any other party and any transfer made in violation
2. CONTROLLING TERMS. If the parties have in effect a of this provision shall be void. The warranty applies only to the
formal written agreement executed by duly authorized unmodified portion of the Products.Buyer is responsible for the results
representatives of both parties related to the sale of Products by FLIR obtained from the use of the Products. Buyer's sole remedy, and
to you(a"Formal Agreement"), and there is a conflict among the Seller's sole liability,for any breach of the foregoing warranty shall be
terms of the Formal Agreement,these Terms and Conditions and this to replace or repair any part or parts(or redeliver services)which were
Agreement,the terms of the Formal Agreement will be first in order of delivered in breach of the foregoing warranty.
precedence,and will prevail over these Terms and Conditions,and all
of the foregoing will prevail over any other terms of this Agreement. B. Warranty Exclusions and Disclaimers. SELLER MAKES
Except as provided in the preceding sentence, this Agreement shall NO OTHER EXPRESS OR IMPLIED WARRANTIES,INCLUDING
govern the sale of the Products to Buyer. If Buyer submits any other BUT NOT LIMITED TO IMPLIED WARRANTIES OF
document that contains terms and conditions which are inconsistent MERCHANTABILITY, FITNESS FOR A PARTICULAR
with or in addition to this Agreement,then any such term or condition PURPOSE (EVEN IF BUYER HAS NOTIFIED SELLER OF ITS
shall not alter this Agreement unless duly executed by an authorized INTENDED USE FOR THE PRODUCTS) OR NON-
executive of Seller. The sale of Products is expressly conditioned upon INFRINGEMENT. SELLER FURTHER EXPRESSLY DISCLAIMS
Buyer's acceptance of this Agreement. ANY WARRANTY OF THE PRODUCTS WHERE THE ALLEGED
NONCONFORMITY IS DUE TO NORMAL WEAR AND TEAR,
3. PURCHASE PRICE,TAXES,PAYMENT AND CREDIT. ALTERATION,MODIFICATION,REPAIR,ATTEMPTED REPAIR,
Except as otherwise stated in the Acknowledgement,prices are stated IMPROPER USE OR STORAGE, IMPROPER MAINTENANCE,
in United States of America ("U.S.") dollars. The purchase price NEGLECT, ABUSE, FAILURE TO FOLLOW ANY PRODUCT
includes the costs of standard packaging of the Products;but excludes: INSTRUCTIONS,DAMAGE(WHETHER CAUSED BY ACCIDENT
(a)transportation,customs duties,insurance or any other costs or fees OR OTHERWISE), VARIABLES OUTSIDE THE CONTROL OF
that may apply to the sale and delivery of the Products; and(b)any FLIR,OR ANY OTHER IMPROPER CARE OR HANDING OF THE
federal, state, municipal or other governmental tax applicable to the PRODUCTS CAUSED BY ANYONE OTHER THAN SELLER.
sale of the Products to Buyer,if any.All such taxes shall be in addition SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
to the purchase price and be paid by Buyer unless otherwise agreed to EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE
or required by law. Buyer acknowledges and agrees that the full EXCLUSION MAY NOT APPLY TO BUYER.IN THAT EVENT,
purchase price for the Products shall be due and payable thirty (30) SUCH WARRANTIES ARE LIMITED IN DURATION TO THE
days after receipt of invoice unless FLIR requires payment by letter of WARRANTY PERIOD. BUYER MAY ALSO HAVE OTHER
credit,in advance of delivery or on other terms.All past due payments RIGHTS THAT VARY FROM JURISDICTION TO
bear interest at the rate of one and one half percent(1.5%)per month JURISDICTION. "Variables" include operator skills, non-FLIR
or the maximum amount allowed by law, whichever is less, on the equipment used with the Products, and environmental and climatic
unpaid balance.If Buyer fails to timely pay the purchase price for any conditions.
Products, or fails to perform any other of Buyer's obligations
hereunder,Seller may,at its option,defer further shipments,revise its 6. PRODUCT RETURNS.Products shall not be returned to
terms of payment, cancel the unshipped balance of the Agreement, Seller without Seller's written consent.Return instructions can be found
and/or pursue any other remedy set forth in this Agreement or provided at www.FLIR.com.Buyer will pay the cost of sending Products to FLIR
under law. in connection with warranty claims, and Seller shall pay the cost of
returning to Buyer Products that are repaired or replaced under
4. DELIVERY. Except as otherwise stated in the warranty.
Acknowledgement,all Products are shipped Ex-Works(INCOTERMS
2010)Seller's plant. Delivery shall occur,risk of loss shall pass and 7. INTELLECTUAL PROPERTY.Except for the right to use
title(to the extent applicable)shall transfer to Buyer upon delivery of the purchased Products for their intended purpose and to resell the
Terms and Conditions—Sales(Rev Mar.17.2017) Page 1 of 3
Terms and Conditions—Sales 1411FILIIR
Products as described in Section 1, and except for the license rights embargo and sanctions regulations and prohibitions on export for
described in Section 18(C), the sale of Products by Seller does not certain end uses or to certain users, and the U.S. Foreign Corrupt
convey to Buyer or any other third party any license, implied or Practices Act and regulations, and all other applicable laws and
otherwise, under any Intellectual Property. Buyer acknowledges the regulations of other countries, related to anti-bribery and corruption
ownership of and the validity of FLIR's trademarks,brand names,trade (collectively, "Laws").FLIR shall have no obligation to deliver any
names, copyrights, patents, designs, trade secrets, inventions, and Products or Restricted Information to Buyer under this Agreement,
similar intellectual property, whether registered or not (collectively, except as permitted under Laws,and may cancel any related Delivery
"Intellectual Property"). Buyer will not reverse engineer, reverse or order if it is unable to deliver in accordance with applicable Laws.
compile, deconstruct, synthesize, or extract any element of and/or Buyer shall comply with the Laws as well as all laws and regulations in
otherwise discover any source code, algorithms, circuits, structures, Buyer's jurisdiction and any other jurisdiction related to the import,
architectures, processes, methods or techniques embodied in, or export, re-export, transfer, shipping, sale, re-sale and/or use of the
otherwise translate, or reverse assemble the Products in whole or in Products and information. Buyer agrees that neither it,nor any of its
part,except as expressly permitted by law without the possibility of employees will,directly or indirectly,pay or offer to pay money or give
contractual waiver and Buyer will not:(a)except as permitted in this anything of value to any foreign official in order to influence any action
Agreement, develop any products incorporating any of FLIR's or decision for the purpose of obtaining or retaining business or securing
Intellectual Property;nor(b)any improvements or applications related any competitive advantage. Buyer shall maintain all records evidencing
to the Intellectual Property. Buyer shall not apply for the registration of its compliance with this Section 9 for the period required by the Laws
Intellectual Property in any country nor otherwise take any action and all other laws,and shall make such records available for inspection
inconsistent with FLIR's rights in the Intellectual Property. Buyer will by FLIR upon request.
not use in any way (including in Buyer's letterhead or presentation
cards) FLIR's trade or business names or trademarks. Buyer 10. CANCELLATION. Seller reserves the right, in its sole
acknowledges that FLIR shall own all updates or enhancements to discretion,to decline or to cancel any order for any reason,including if
Products,whether developed by Buyer or FLIR. Buyer shall not do,or appropriate authorization is not obtained from any governments
cause to be done,any act that contests or in any way impairs any portion exercising export authority,or as otherwise provided in Section 9,and
of FLIR's and its licensors, right, title and interest in and to the FLIR shall have no liability to Buyer in any way for any such
Intellectual Property Rights. Buyer shall not obscure or remove any cancellations. Buyer may cancel an order prior to Seller's
proprietary rights notices of FLIR or its licensors contained in Products, Acknowledgement of the order,but cannot cancel an order following
including any trademarks,and copyright notices. Seller's Acknowledgement unless express written consent to such
cancellation is provided by Seller. Orders cancelled by Buyer may be
8. CONFIDENTIAL INFORMATION. subject to a restocking fee up to 25%and any applicable material,labor,
A. Definition. "Confidential Information"of FLIR means any
service,or other costs and fees,at Seller's sole discretion.
and all confidential information, including third party confidential 11. LIMITATION OF LIABILITY.
information,disclosed by FLIR and/or any of its Affiliates("Disclosing
Party")to the Buyer("Recipient")during the term of this Agreement, A. Limitation of Liability. Regardless of the basis on which
which,(i)if provided in tangible format,is labelled at the time of such Buyer is entitled to claim damages from FLIR(including fundamental
disclosure as"confidential"or bearing a similar legend,(ii)if provided breach,negligence,misrepresentation,or other contract or tort claim),
in oral or intangible format,is identified as confidential at the time of FLIR's entire liability for all claims in the aggregate arising from or
disclosure,or(iii)the Recipient should reasonably understand to be related to each Product purchased by Buyer,or otherwise arising,under
confidential based on the nature or circumstances of the disclosure, this Agreement will not exceed the amount of actual direct damages up
including Product pricing, non-public technical information and to the total amounts paid by Buyer to FLIR for the Product that is the
Products (and related information) identified as pre-release or not subject of the claim. This limit also applies to FLIR, all of FLIR's
generally available. Except as otherwise provided in this Section 8, Affiliates and suppliers and is the maximum for which FLIR, its
Recipient agrees that it will(a)hold in confidence and not disclose to Affiliates and suppliers are collectively responsible. UNDER NO
any third party any Confidential Information of Disclosing Party,except CIRCUMSTANCES SHALL FLIR, ITS AFFILIATES OR
in accordance with this Section 8; (b) protect such Confidential SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING,EVEN
Information with at least the same degree of care that Recipient uses to IF INFORMED OF THEIR POSSIBILITY:DAMAGES CLAIMS BY
protect its own Confidential Information of a similar nature,but in no ANY THIRD PARTY, WHETHER OR NOT THE CLAIMS ARE
case,less than reasonable care;and(c)notify Disclosing Party promptly BASED IN CONTRACT,TORT(INCLUDING NEGLIGENCE AND
upon discovery of any loss or unauthorized disclosure of Disclosing STRICT LIABILITY) OR OTHERWISE;LOSS OF,OR DAMAGE
Party's Confidential Information. TO, DATA; SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, OR FOR
B. Restricted Information.In addition to the foregoing,the U.S. ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR LOST
International Traffic in Arms Regulations set forth at 22 C.F.R Parts PROFITS, BUSINESS, REVENUE, GOODWILL, OR
120-130("ITAR")and the U.S.Export Administration Regulations set ANTICIPATED SAVINGS.
forth at 15 C.F.R.Parts 730-774("EAR")may regulate disclosure of
various types of technical information (regardless of whether it is B. Other Limits. The limitations and exclusions in this Section
considered Confidential Information)relating to design,development, 11 apply to the full extent they are not prohibited by applicable law
manufacture, maintenance, repair, or use of FLIR's Products without the possibility of contractual waiver. Nothing in this
("Restricted Information"). Agreement affects any statutory rights of consumers that cannot be
waived or limited by contract. Unless otherwise required by applicable
9. COMPLIANCE WITH LAWS. Buyer agrees to comply with law without the possibility of contractual waiver or limitation,Buyer
all laws, regulations and executive orders of the U.S. and all other shall not bring a legal action,regardless of form,for any claim arising
countries applicable to the sale,resale,delivery, or re-delivery of the out of or related to this Agreement more than two years after the cause
Products and information hereunder, including ITAR, EAR, and of action arose;and,upon the expiration of such time limit,any such
Terms and Conditions—Sales(Rev Mar.17.2017) Page 2 of 3
Terms and Conditions—Sales O
F I R
claim and all respective rights related to the claim lapse. Buyer "Government" and"Contractor"shall be revised to identify properly
acknowledges and agrees that Seller has set its prices and entered into the contracting parties under this Contract and effect the proper intent
this Agreement in reliance upon the disclaimers of warranty and the of the clause. Except with respect to termination for FLIR's default,
limitations of liability set forth herein,that the same reflect an allocation Buyer shall exercise an incorporated FAR Clause against FLIR only if,
of risk between the parties(including the risk that a contract remedy and to the extent that,the subject FAR Clause is exercised against the
may fail of its essential purpose and cause consequential loss),and that Buyer by Buyer's customer.
the same form an essential basis of the bargain between the parties.
18. PRODUCT SPECIFIC SUPPLEMENTAL PROVISIONS.
12. CONTACT INFORMATION. Buyer authorizes FLIR and
its Affiliates(and their successors and assigns,contractors and business A. Safety Act Reciprocal Waiver of Claims. For sales of
partners) to store and use Buyer's contact information in connection Seller's Fido Explosives Detection System(the"FIDO Product"):the
with FLIR's sale,support and servicing of the Products,and for other FIDO Product has been designated by the U.S. Department of
lawful purposes. Homeland Security as a Qualified Anti-Terrorism Technology
("QATT") under the Support Anti-terrorism by Fostering Effective
13. GOVERNING LAW. This Agreement and any action related Technologies Act of 2002 ("SAFETY Act"), which affords certain
thereto will be governed, controlled, interpreted, and defined by and legal liability protections to providers of a QATT product. Where the
under the laws of the jurisdiction indicated below(the"Jurisdiction"), QATT product has been deployed in defense against,response to, or
without giving effect to any conflicts of laws principles that require the recovery from an act of terrorism as that latter term is defined under the
application of the law of a different jurisdiction, and the parties SAFETY Act,Seller and Buyer of the QATT product agree to waive all
irrevocably submit to the jurisdiction of those courts. The parties agree claims against each other,including their officers,directors,agents or
that venue in any action arising under this Agreement shall be other representatives, arising out of the manufacture, sale, use or
exclusively in state or federal courts located in the Jurisdiction indicated operation of the QATT product, and further agree that each is
below. The rights and obligations of the parties to this Agreement will responsible for losses, including business interruption losses, that it
not be governed by the provisions of the United Nations Convention on sustains,or for losses sustained by its own employees resulting from an
Contracts for the International Sale of Goods, 1980. If Buyer's address activity arising out of such act of terrorism.
in the Acknowledgement is in the Americas,the Jurisdiction is the State B. Software. If the Products include software from Seller
of New York in the U.S.,if in the European Union,the Jurisdiction is „
Belgium and,for all other Buyers,the Jurisdiction is England. ( Software ), Seller grants Buyer a nonexclusive,perpetual license
to use the Supporting Software only on and in conjunction with the
14. SEVERABILITY. If any provision of this Agreement is,for Principal Product, and all Software as otherwise provided in this
any reason, held to be invalid, illegal or unenforceable, the other Agreement and any license agreement embedded in or delivered with
provisions of this Agreement will be unimpaired and the invalid or the Software. Buyer agrees that title to the Software remains with
unenforceable provision will be deemed modified so that it is valid and Seller(and its suppliers, if any). Buyer will not use,copy,modify,
enforceable to the maximum extent permitted by law. or distribute the Software except as expressly permitted in this
Agreement; use any of the Software components, files, modules,
15. SALE OR ASSIGNMENT. Buyer will not assign or transfer audio-visual content, or related licensed materials separately from
this Agreement without the prior written consent of FLIR and any the Software;or sublicense,rent,or lease the Software. In addition,
attempted assignment or transfer in violation of the foregoing will be Buyer will use the Supporting Software only in conjunction with the
null and void. Notwithstanding the foregoing, Buyer may sell or related Principal Product. For purposes of this section,"Supporting
transfer any Product to any third party(a"Transferee")as contemplated Software" is Software that is part of another FLIR Product
in the Acknowledgement, provided such transfer or assignment ("Principal Product"). This license applies to each copy of the
otherwise complies with the requirements of this Agreement, Software that Buyer makes. Buyer may copy the Software for
including the requirements of Sections 8 and 9, and the Transferee archival or back-up purposes in connection with the use of the
agrees to be bound by the restrictions contained in this Agreement. Products.Buyer may transfer the license for Supporting Software if
The Transferee shall not have any rights under this Agreement and transferring the related Principal Product pursuant to the terms of
shall not be a third party beneficiary for any purpose. Section 1.
16. ENTIRE AGREEMENT. This Agreement is the final, D. Cloud Services. If the Products include cloud-based
complete and exclusive agreement of the parties with respect to the services, the terms of use applicable to such services which are
subject matters hereof and supersedes and merges all prior discussions published on FLIR's website at www.FLlR.com are incorporated into
between the parties with respect to such matters.No modification of or this Agreement by reference.
amendment to this Agreement,or any waiver of any rights under this
Agreement,will be effective unless in writing and signed by the Seller. E. Sensors. For consumable Products such as sensors, this
In case of any conflict between translations, the English language limited warranty shall be modified as follows: (a)the unopened shelf
version of this document shall control. life shall be eighteen months from the manufacture date marked on the
packaging;(b)the opened shelf life shall be three months from the date
17. U.S. GOVERNMENT ACQUISITION REGULATIONS. the product packaging is opened; (c) provided, however, that these
When Buyer is a prime contractor or a subcontractor at a higher tier than shelf life warranties apply to a single use of a Sensor and are void if
FLIR for a U.S. Government prime contract, applicable Federal the Sensor is recharged or used multiple times.
Acquisition Regulations and Defense Federal Acquisition Regulation END OF DOCUMENT
Supplement clauses(collectively, FAR Clauses) may be incorporated
into this Contract only if there are other FAR clauses that make the
subject incorporation in this Contract mandatory. FLIR expressly
rejects the incorporation of any FAR Clauses that do not meet the
foregoing condition. In all incorporated FAR Clauses, the terms
Terms and Conditions—Sales(Rev Mar.17.2017) Page 3 of 3
FLIR The World's Sixth sense"
August 4, 2017
Memo
To: Dan Kilpatrick/Round Rock Police Department
From: Howard Schemer/FLIR
In Re: Sky Watch Sole Source Memo
Dear Mr. Kilpatrick:
Please accept this letter as verification as Sole Source Original Equipment
Manufacturer and seller of the SkyWatch Tower here in the U.S.A. SkyWatch is an
exclusive product line manufactured by FLIR Detection, Incorporated, a division of FLIR
Systems Inc.
In addition, the cameras we are offering are manufactured and produced by FLIR. All of
the wiring and integration into the SkyWatch unit is proprietary and configured and
designed by FLIR.
The SkyWatch tower is a mobile, platform based surveillance tower that elevates to 27
feet and is deployed by the DOD, Law Enforcement Agencies, US Customs and Border
Protection for applications that include: Emergency Response, Flight Line Protection,
Perimeter and High Crime Surveillance, Crowd Control, Special Events (i.e. Air Shows,
VIP Protection, etc.), and more.
In order to distinguish the SkyWatch product within the market place, the following
distinguishable Salient Characteristics are listed below for the SkyWatch Single Person
Model you are considering:
z
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SkyWatch Single Person Cab with Gas Generator
Salient Characteristics
• All Steel Construction
• Unit shall have an arched ascent (Not a
Scissor Lift) and descent mechanism with
under cab safety camera to allow the cab
27700 SW Parkway Avenue,Wilsonville,OR 97070 USA [T]503.498.3547[T]800.322.3731[F]503.498.3911
www.flir.com
FLIR The World's Sixth Scihse
operator to see people walking under the cab
when it is deployed. Unit shall include a
7"monitor in cab for this safety camera
• 5.5 Onan Gasoline Generator with 20-gallon EVAP fuel tank.
• Run Time Approximately 22-24 Hours
• Wind Speed Resistance of up to 60 MPH
• Ground Level Entry
• Shall be equipped with Shore Power Capability (30 amps)
• Electrical Outlets inside Cab and Operational
Compartment includes two GFI Outlets and
One 12V Outlet
• FLIR Day/Night All Weather PTZ Camera with
8 channel DVR, Monitor, Joystick and
Integration. All wiring and integration is
Proprietary from FLIR
• 3 Additional FLIR Day/IR Staring Cameras
including integration. All wiring and integration
is Proprietary from FLIR
• Four Limousine Tinted Windows
• Blue Strobe Light
• Descent Alarm
• Four LED Flood Lights (One Per Each Side)
• 15 BTU Air Conditioning System
• Dual Hydraulic Pump Lifting System (Not a
Scissor Lift!)
• Hydraulic Reservoir 5 Gallons
• Solar Battery Charging System for Generator
Start.
• Command Desk
• One Swivel Chair
• Height-Cab Deployed: 30'6"
• Height-Operator Approx. Eye Level 27'
• Approx. Gross Weight: 12,200 lbs.
• Approx. Tongue Weight: 1220 lbs.
• Deployed Outriggers: 19'
• Length: Transport: 23'6"
• Tow Ball: 2 5/16"
• Cab Weight Capacity: 1,000+ lbs.
• Height Transport Tow: 10'10"
• Width Transport: 8'2"
• Cab Width and Interior: 4'7"x4'7"
• Cab Height Interior: 6'5"
27700 SW Parkway Avenue,Wilsonville,OR 97070 USA [T]503.498.3547[T]800.322.3731[F]503.498.3911
www.tlir.com
OFLIR The World's Sixth Sense
Company Relevant Experience
• Over 900 Units Deployed Since 2002
• Heavily Used By US Military, Law Enforcement Agencies, US Customs and
Border Protection
• 21 Year Product Development History
Please let me know if there is any additional information I can be of help with.
Kindest regards,
Howard Schemer
27700 SW Parkway Avenue,Wilsonville,0R 97070 USA [T]503.498.3547[T]800.322.3731[F]503.498.3911
www.flir.com
June 19,2017
Federal Bureau of Investigation San Antonio VC3 F and
Round Rock Police Department
Memorandum of Understanding
Amendment
The purpose of this Amendment is to establish an agreement by vvhicii the FBI will use Joint Law
Enforcement Operations(JLEO)funding provided by the Department of Justice's Asset=, Forfeiture Fund
(AFF)to reimburse ROUND ROCK POLICE DEPARTMENT for one-time Fiscal Year 2017 equipment
purchases. It also lays out the tracking requirements that accompany the reimbursement at'these
equipment purchases.The tracking requirements i,r;evisiori 2) applies to equipment having En individual
cost greater than$500.
The aforementioned equipment in to la 1.e f;r'stote and local task force officers(TFOs)
serving on FBI-led task forces. In accordance with AFF statute, JLEO equipment reimbursements are
only available for costs of state or local law enforcement officers that are incurred in a joint law
enforceirent operation with a Fedarai law enforce anent agency perticip ting in the AFF.
This Amendment modifies the stanuing E-.rE Memorandum of Understanding between toe
Federal Bureau or Investigation and ROUND ROCK C'i... .1Ct.DEPAR1 MENI hereinafter referred to as the
"parties",to define the scope of work?n' respo,F *: litie o's the oartie r c oneerning the reimbursement
of funds utilizing JLEU funding tor.equipment purchased by ROUND ROCK POLICE DEE'ARTIJL_NT.Tris
Amendment consists of 2 Revisions. nor ease of rLt;e , affected paragraphs or subsections are
reprinted ~;lith new language shown in beIf, 1 171;79190 to he deleted shown a Ftrikeouts.
Topic peed ngs are shown as they appear;n the cri inel document,typir.plly in bold face
Revision is The following language is to be addeci to the agreement in Property/Equipment:
Equipment Purchase and Reimbursement
The F.17) will reimburse FOUND RC'r_l( r'�?'.��_:!i:�?_;;�'I'','I l'JT is,the r'1.I''..1 3 .w h c-h rr.'S_ )= invoiced to
the FBI before September 15, 2Y7- .cfi.j.!.la nreper:1,F. 'mcrt, ' t t `,':coed a
total ec,st :?a1?2,ru�).l)
Equipment Purchase --- OT' �► Est Price __�. .__— To'tal Gose f
Dell Leptoo, Iv1ubiie Precision Si20 t ! i '''1 �� L•e-,, ;99 r-,(_.
JKyi, ateie e'S' r'veifiance i,ii`;of 1 1 ed25,92..00 I .;.125,`321.;);
Revisier: :-rhe follcm,+ring language is to he added to the agreement in Property/Equipment:
Eguinment TracIc np
Equipment purchased by the F,OuND itU� r:.t��.',� i;'. .�r(i r�r' i. C fur rutce and ;-eivibutsed by
the i rel sireil l,4 t u::c•.o Consistent 1.viih the ROUrs:i..r R,')L'J P,,s;_I.•..��rDEP.A .TIVr:NT a ser
processes. In order to comply with Dein, :rnent e :u7;.ice tracking requiTeinents,these a., yet
management processes will be supplemented wit':the following requirements for equiprne.tt purchased
under this MOA to the extent that these requirements are not already incorporated into current asset
management processes.
r
a. ROUND ROCK POLICE DEPA.RTME. E ssr t management processes and procedures will
ensure the iden.ification and tracking of equipme n..make,model,. serial number(if applicable),
description/classification, location, responsible user,and how the equipment is utilized by the Task
Force.
b. ROUND ROCK POLICE DEP4.RTME! T will perform an annual inventory of all equipment
purchased under It-is MOA to ensure asset mana pemant data is current, accurate and co mi 4p!ete and to
ensure the equipment is only used for'fast( Force .:ur poses.
T sk F rce will produce equipmen. and asset management/inventory records for
audit/inspection at the request of the Denartm=,.e-c:.of lustice/FBI.
APPRf71"'
This Amendment consisting of 2 Revisions, taken t:oge ther with the standing Agreement,contains the
entire Agreement between the parties. It'till become effective upon the signatures of a, officials listed
below,cr their authe rized repie o tati.-
FOR THE FEDERAL BUREAU OF INVES-1 IGA(iON
B,/ �,l,.,���? .7 �'-e1r•n, JY SS,
I. e _4 •d"Me
FOR A3rb''1-' 6>P7aks' ir�'�`;�' �-=,'�� 7;' 7117,47C;y
Uy _'� 474",'111 ,rj{,'1/ i.� d// rte! �,i r =L.r: �1r`ir ` " i��'. /' 1 /�e-�v�..-
N1h,e and Title
3
1
CERTIFICATE OF INTERESTED PARTIES
FORM1295
1of1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-247814
FUR DETECTION INC.
STILLWATER,OK United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/10/2017
being filed.
Police Department City of Round Rock-TX Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
ROUND ROCK POLICE SKYWATCH
Quote#17-1058-SKYWATCH AND OPTIONS
4
Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Round Rock Police Department Round Rock,TX United States X
5 Check only if there is NO Interested Party. a
Illll��tlrf►
6 AFFIDAVIT�,�N
� .�.���,y� I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Q► ,9,
:Z=
M,yI/V Az-,.IA4eh
�
Si re ofuthorize agent of contracting business entity
AFFIX NOTA T�� % BOVE
/l/tlf f l l lllnl6;j��
Sworn to and subscribed before me,by the said -Z!tCk u L . IS r.e—W e-y- ,this the_ 10 day of 14(A.�
201' _,to certify which,witness my hand and seal of office.
12-d-M,A R'th 6 cet- YKQ r,
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission vwvw.ethics.state.tx.us Version V1.0.883
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-247814
FLIR DETECTION INC.
STILLWATER, OK United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/10/2017
being filed.
Police Department City of Round Rock-TX Date Acknowledged:
08/10/2017
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
ROUND ROCK POLICE SKYWATCH
Quote#17-1058-SKYWATCH AND OPTIONS
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Round Rock Police Department Round Rock,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883