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RES 2006-0147 - PO to Smiths Detection for microscope °tAAHA.NF6 7=°4 / 9 s ° ,_ -�(�'�' R E C E I /F fj Office of the Mayor �' r�r ��f1° ' N 1819 Farnam Street,Suite 300 t® '.[ . +e f 06 Jr 27 PM ! Omaha,Nebraska 68183-0300 °P - ro (402)444-0300 °R - ——, FAX: (402)444-6059 �TFD FEBRr f t i 4.•�,.�.,s�l�0 City of Omaha 0MAHA, NEDR S1a Mike Fahey,Mayor Honorable President and Members of the City Council, Transmitted herewith is a Resolution authorizing the payment to Smiths Detection in the amount of$73,204.50 for the purchase of an integrated infinity corrected light microscope and infrared microspectrometer to be used by the Douglas County Sheriff's Office. Smiths Detection is a sole source vendor and has provided GSA pricing#G S 07F95976. The light microscope and infrared microspectrometer will be purchased from the Nebraska Emergency Management Agency (NEMA) FY2005 Homeland Security Grant, Urban Area Security Initiative, Grant Award #2005-GE-TE-0020, grant amount $5,148,300.00, and detailed in the Tri-County Urban Area Homeland Security Strategy spending plan and Strategy approved by City Council June 28, 2005, Ordinance No. 37063, Grant Period April 1, 2005 to March 31, 2007. The Douglas County Sheriff's Office requires a microscope system with superior visual imaging, mid-infrared analytical capabilities, and data file format directly compatible with the Travel IR product used by the nation's hazmat teams. Uncompromised optical performance is needed to efficiently and unambiguously locate microscopic samples, including white powders, biological cultures, and complex chemical mixtures. The Tri-County Urban Area Homeland Security Strategy ensures the region's capabilities and . capacity to prevent, respond to, recover and mitigate natural disasters, threats or acts of terrorism, through an all-hazards inclusive approach. Funds of $73,204.50 have been appropriated in the Year 2006, Fund 12151, Organization 130725. The Finance Department is authorized to pay the cost from this account. Respectfully submitted, Approved as to Funding: `Mike Fahey ` a' '-'�' ta Mayor Carol A. Ebdon Date e§9 Finance Director P:\OPD1\13560pjm.doc JUSTIFICATION FOR NON-COMPETITIVE PROCUREMENT (SOLE SOURCE JUSTIFICATION) The Douglas County Sheriff's Office wishes to purchase an integrated infinity corrected light microscope and infrared microspectrometer accessory for the characterization of biological &chemical materials, white powders, and complex mixtures in a manner consistent with the techniques used by hazmat teams nation wide. Smiths Detection is the only vendor that provides a commercial off-the-shelf solution that satisfies the Douglas County Sheriffs special requirements. The Douglas County Sheriffs Office requires a microscope system with superior visual imaging, mid-infrared analytical capabilities and data file format directly compatible with the TravellR product used by the nations hazmat teams. Uncompromised optical performance is needed to efficiently, and unambiguously, locate microscopic samples, including white powders, biological cultures, and complex chemical mixtures. Since the infinity corrected light microscope used in Smiths Detection's IlluminatIR is a commercial research light microscope, this system provides unmatched image sharpness to visually search and locate samples of interest. High quality photomicrographs of the sample may be taken for recording purposes. Cameras, objectives, stages, polarizers and other standard microscope accessories may be used when needed. Once the sample is located, a chemical analysis may be performed on the exact site or sample without removing the sample from the microscope stage. The chemical analysis is performed by using Smiths Detection's miniaturized Infrared microspectrometer accessory, which is added onto the light microscope without compromising its visual quality. This miniature infrared spectrometer is the only one commercially available today that adds spectrographic capabilities to a standard light microscope thus combining the power or light microscopy and infrared spectroscopy. An infrared spectrum of the sample is collected to provide chemical information to supplement the morphology characterization. The data from the IlluminatIR is then seamlessly searched against known databases of chemical agents including WMD, forensic and explosive libraries for quick positive identification. IlluminatIR Specifics Smiths Detection's IlluminatIR operates in either internal or external reflection to provide infrared spectral analysis of microscopic samples. The material, sample morphology, sample size or surrounding matrix will determine if either the IR attenuated total reflection(ATR) or IR reflecting objective is required to chemically analyze the microscopic samples. The Smiths Detection diamond ATR objective is based on Smiths Detection's patented DiComp technology, which is the same technology used on the TravelTR HAZMAT system. The material that makes contact with the sample is diamond, which is impervious to both physical abrasion and chemical attack. This allows the DiComp "sensor"to make contact with the samples time after time without performance degradation while permitting the diamond to be cleaned with any solvent system chosen for decontamination. IR reflecting objective uses a two-minor Schwarzschild system that allows samples to be analyzed without making physical contact with the sample. Both objectives admit visible and IR light so samples under investigation may be viewed continuously while collecting infrared spectra. Smiths Detection provides the only FT-IR microscope system on the market that can be added to a conventional infinity corrected light microscope, without modification. The compact infrared accessory is mounted between the nosepiece and viewing head of the microscope. This design allows the addition of infrared capability while maintaining traditional microscopy techniques, such as polarization, fluorescence and Normarski differential interference contrast(DIC). By adding infrared capabilities as an accessory, the superior viewing quality is maintained. Smiths Detection's IlluminataR Infrared Microspectrometer provides the only solution for addressing the identifiable needs for the Douglas County Sheriffs Office, and is in the best interest of the Douglas County Sheriff's Office. As a result, Smiths Detection is qualified as the sole source for the required system. • "• */10/2006 TUE 13:28 FAX 203 207 9780 SenslR Technologies Z 001/012 can I• II Mulle M tit ht January 10, 2006 •• ... . .. .. .;.• ::•; Smiths:petection. H Commerce Orin Danbury,Cf 06BIO USA T;+I Z03 707 0700 F+I 203 D17 9780 wom em1Ul:delectIon.com Mr. Pat Burke Douglas County Purchasing Department • 1819 Famam Street Room 902 Omaha,NE. 68183 • • Dear Mr. Burke: Thank you for your interest in the IlluminatIR FT IR microspectrometer, a Smiths Detection product. Per your request, I've included a copy of Smiths Detection's IlluminatiR quotation (#OWOYXA100011) on our company letterhead. Please note, this quotation is valid until 2/9/06 and contains Smiths Detection's GSA contract number(#GS 07F95976). Our quotation supports the pricing information previously provided to you by Ken Bovasso, Douglas County Sherriff's Office. Should you have any other questions,please feel free to contact me at(203) 207-9750 or reply to my email>?reR.BurdockAsmtih.sdetection.com. Alternatively,you can also contact Christopher Sasso, your local Smiths Detection representative, directly at(614) 327-0103 or via email Christopher.sasso@smithsdetection.com. Sincerely, Gregory Durdock Enclosures: • snrtla Oacamn-kamy A SmnA:Gao Gnwm 01/10/2006 TUE 13:28 FAX 203 207 9780 SenslR Technologies ?002/012 DATE: 1/1 0/2006 s hs QUOTATION NO.: OWOYXA100011 PAGE NO.: Page 1 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.B.Origin 1819 Farnam Street Federal TDUI: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price 1 1 006-2012 IlluminatoR FL Package with Microscope Option $ 63,600.00 $ 57,240.00 Advanced Infrared Microspectrometer for a research grade,infinity-corrected light microscope. This solution has been specifically customized and packaged to meet the needs of Forensic Chemists. Microscope included. System Components; Infmity-corrected,Research Grade Light Microscope FT-IR Spectrometer All Reflecting Objective ContactiR Diamond Attenuated Total Reflectance(ATR)Objective KDr Beam-splitter Digital Camera with capture software QualID Software Grunts w/SpecID Software SynchronizlR Software Photo resist Test Target Sample Preparation Kit&Gold-coated Microscope Slide Computer Minimum Specifications Include: Dell Optiplex or equivalent,3 GHz Pentium 4 Processor,512 MB RAM,40 GB Hard Disk Drive,CD-ROM,1.44 MB Floppy Disk Drive,two USB ports and a fuewire port. • Windows XP Operating System. IlIuminatIR libraries included are Common Chemicals,Explosives,Forensic Drugs,Drug Precursors.Fibers,Pesticides,and common white powders. • Includes 1.5 days of equipment training for 2 people at Smiths Detection in Danbury,CT. I Year Warranty(from date of installation)for all Smiths Detection's manufactured products,including parts and labor_ IlluminatlR system requires microscope configuration of one of the following:11006-2100, 006-2101,006-2102,006.2103,006-2104,006-2105,006-2106,006-2117 or 006-2119. 2 1 006-4032 Fluorescence Illumination Option $ 6,155.00 $6,155.00 Includes 100W Mercury burner,power supply,330-385 nm cube,400-440 um cube and 510-550 nm cube. 3 1 006-4017 360 Decree,Rotatable Microscope Stage S 3,000.00 $2,820.00 Olympus 360 degree,rotatable microscope stage compatible with Olympus BX-40,-41, -50,-51,-60,and-61 series light mircoseopcs. 4 1 006-4007 IlluminatoR Installation $ 2,000.00 $ 1,800.00 Includes initial on-site installation and alignment of IlluminaliR along with equipment familiarization. Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsdetection.com .01/10/2006 TUE 13:28 FAX 203 207 9780 SenslR Technologies Z003/012 DATE: 1/10/2006 S m ` S QUOTATION NO.: OWOYXA100011 PACE NO.: Page 2 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.S.Origin 1819 Farnam Street Federal ID#: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price 5 1 006-4056 Berek Compensator for an Olympus BX-51 Microscope $ 1,700.00 $ 1,530.00 Bcrvk compensator for measuring birefringence 0-11,000 nm in crystals and fibers_ 6 1 006-4048 Quartz Wedge for an Olympus BX-51 Microscope $ 1,100.00 $990.00 For highly birefringent materials. 7 1 006-4011 Transmitted Light Polarizcr Set for Olympus 8X51 $ 900.00 $ 810.00 Transmitted light Analyzer and transmitted light rotatable Polarizcr. 8 1 006-4029 40x Achromat Objective $ 600.00 $ 600.00 40x Achromnt objective for Olympus BX-series microscopes. 9 1 006-4046 Full Wave Plate for Olvmnus BX51 Microscope Slotted Nose $ 600.00 $540.00 10 1 006-4072 Liquid Nitrogen Dewar(4L1 $475.00 $427.50 4 Liter liquid Nitrogen Storage dewar-hand pourable_ 11 1 006-4059 Slotted Nosepiece Upgrade for an Olympus BX-series Micros $ 325.00 $292.00 Upgrade standard Multi-Purpose Nosepiece to Slotted Nosepiece. 12 1 006-2)01 Olympus BX-51 Microscope Package $ 0.00 $ - Complete microscope package for IlluminatlR system including microscope base,2"x3" sample stage,light-source(s),trinocular viewer,nosepiece,and 10x viewing eyepieces. Note:Part number 006-2101 is required for configuration purposes and MUST be reflected in ALL Purchase Orders submitted to Smiths Detection. TOTAL: $ 73,204.50 • Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsdetection.com 01/10/2006 TUE 13:28 FAX 203 207 9780 SenslR Technologies ?004/012 DATE: 1/10/2006 s rin hs QUOTATION NO.: OWOYXA100011 PAGE NO.: Page 3 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.B.Origin 1819 Farnam Street Federal ID#: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price Should you have any questions regarding this quotation,please contact Christopher Sasso at (614)876-0210 or via email at christopher.sasso@smithsdetection.com. Terms and Conditions Summary ALL Smiths Detection standard Terms&Conditions apply to ALL quotations unless specifically amended in said quotation. Smiths Detection's Terms&Conditions eon be found in its entirety following this summary. Items that appear tau our GSA contract reflect the appropriate discounted price. Proof of GSA discount eligibility Is required for an non Federal customers. To verify that a GSA discount has been applied.simply note that the Unit Price and Net Price differ by the appropriate discount level. Delivery for the Recpondea RCi product line is 120 pays after receipt of Order. Delivery for the APD 2000 product line is 90 Drys after receipt of Order. Delivery for the ntuminatlR product line is 60 to 90 Days after receipt of Order. Delivery for the HazMatID product line is 60 to 90 Days after receipt of Order. Delivery for the CasID product line is 60 to 90 Days after receipt of Order. Delivery for the ChemlD product line is 60 to 90 Days after receipt of Order. Delivery for all other Products end Accessories is 45 Days after receipt of Oster,unless indicated otherwise Full payment is due within 30 days of product invoice date. To place your order and expedite shipment.please fax your Purchase Order request with all associated terms and conditions,along with a tax exemption certificate if applicable.to Fax n(203)207-9780,Attention:Order Administration. All Purchase Orders must show Smiths Detection,21 Commerce Drive.Danbury.Cr.06810 as the vendor name and address. Please reference our quotation number on your purchase order and on any correspondence regarding the quotation.Include a copy of this quotation with your Purchase Order. Prices,warranty,installation end services on the items quoted herein arc available only in the United States,and may not be otherwise assigned. Buyer shall pay any applicable federal,slate and local taxes in addition to the price staled on this quotation unless buyer submits a signed exemption certificate or direct pay permit. Your purchase order should indicate the sales tax status of your order. Buyer shall not export or re-export technical duty or products supplied by Smiths Detection in violation of applicable export regulations. Buyer who exports from the U.S. products purchased hereunder assumes all responsibility for obtaining any required export authorization and payment of applicable fees. 1,DEFINITIONS:"Smiths"shall mean Smiths Detection,Inc. "Customer"shall mean the person(s)or company that purchases Goods/Equipment from Smiths pursuant to this Order. "Operator'shall mean the Operator of the Goods/Equipment. "Order"shall mean the agreement between Smiths and the Customer(individually"Party"and collectively"the Parties")for the sale and purchase of the Goods/Equipment, including tho Terns and Conditions of Sale herein and any contemporaneous writing,signed by both Panics,rind firmly attached hereto. "Goods/Equipment"means nil components,spare parts.goods,equipment or materials of any Itind.which are supplied by Smiths under this Order. 2.OFFER AND GOVERNING PROVISIONS: Each Quotation and Order Acknowledgement issued by Smiths is an offer by Smiths to sell the goods and/or services described in it iu nccordance with these Terms and Conditions of Sale.is not an acceptance of any offer made by the Customer.and is a.nvr@DIY conditioned upon the Customer's assent to these Terms and Conditions of Sale. Smith objects to any additional or different terms contained in any purchase order or other communisation previously or hereafter provided by Customer to Smiths. No such additional or different terns or conditions will be of force or effect_The terms of the Order will be the entire agreement between Customer and Smiths on the subject of the transaction that it describes;and there are uo conditions to that agreement that are not part of the Order. 3.PURCHASE PRICE: Prices cited herein are based on current costs and are subject to reasonable adjustment on or after the date of acceptance of any purchase order to meet arise or fall in such costs,as computed on the date of delivery. 4,PAYMENT:(A)Payment in full of the purchase price shall be made in United States currency within 30 days of the date of invoice.Remit to;PO Box 410,Pine Brook,NJ 07058 (B)Punctual payment as stipulated herein is of the essence for the Order.When any sum owed by Customer to Smiths under this Order is overdue.Smiths may,without notice to Customer,either: (i)cease the supply of further Goods/Equipment under this Order without liability for any loss(including loss of profit or other financial or economic loss)to Customer until such sum,together with such interest as may be due thereon,is paid:or (ii)terminate the Order end any other agreements between Smiths and Customer,whether or not any sums are due for payment by Customer thereunder,without liability on the part of Smiths. Customer shall pay Smiths immediately all sums due and outstanding under all such agreements with respect to Goods/Equipment,services,components,parts, and other materials supplied or ordered in partial execution of the agreements,together with all overhead and other coats incurred by Smiths as a result of such termination. (C)No defect in the Order Goods/Equipment shall operate to interfere with the terms of payment. If payment is not made as provided above.Customer shall thereby be Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsdctection.com 01/10/2006 TUE 13:29 FAX 203 207 9780 SenslR Technologies E 005/012 • 1/10/2006 S Ill SDATE: QUOTATION NO.: OWOYXA1O0011 PAGE NO.: Page 4 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.B.Origin 1819 Farnaln Street Federal ID#: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price deemed to have waived the warranties(merchantability,fitness or otherwise,whether express or implied)provided in Section 8 hereunder. Smiths may demand different terms of payment from those specified on the face of this Order,whenever it reasonably appears that Customer's financial condition requires such changes,and may demand assurance of the Customers ability to pay whenever it reasonably appears that such ability is in doubt. Such demand shell be in writing and Smiths may,upon malting such demand,stop production tmd/or suspend shipments hereunder. (D)If Customer is in default of any payment obligation.Smiths is.without reminder and prejudice to any other rights,entitled to charge interest eta rate of 1.5 times the legal interest for any outstanding sum,beginning with any duo date of payment. 5. RETURN OF GOODS: There will he a 20%restocking fee,in addition to any shipping costs incurred and our technician's exprnse,if applicable,for till returned items, 6.LIENS AND TITLE; (A)Customer hereby grants to Smiths a security interest in any property owned by the Customer(including Cutomers beneficial rights to property lensed by Customer)in the possession of Smiths or any of Smiths'affliates,many time,to secure all amounts owed by Customer to Smiths under this Order. (B)In the case of repairs or overhauls performed pursuant to this Order,Customer agrees to grant Smiths a perfected security interest in all Goods/Equipment retained in possession of Smiths upon which any repair or overhaul services have been performed by Smiths.Customer further acknowledges and agrees that,in addition to the security interest and lien expressly granted by Customer to Smiths,Smiths shall have a lien on the Goods/Equipment retained in possession of Smiths to the extent otherwise provided by law. Customer acknowledges that the lien(whether granted by Customer or through the operation of law)for repairs or overhaul shall be for the full"clue of mesh work, and shall be superior to any lien or interest in favor of Customer,its parents,affiliates,or subsidiaries,or any otherperson who has knowledge of this Order.To the extent that Smiths maintains possession of Goods/Equipment under repair,Customer agrees that Smiths is a secured creditor of Customer and has all the rights of a secured creditor, (C)With respect to Ooods/Equipment sold pursuant to this Order,Customer agrees and acknowledges that Smiths shall retain a security interest in such Goods/Equipment. ' unless and tmttl all payment for Goods/Equipment has been made and all other covenants and agreements of this Order have been performed in full. Accordingly.Customer agrees that it will not suffer or permit any lien or encumbrance to be established that effects the title to the Goods/Equipment sold by Smiths pursuant hereto until Smiths has been paid in full. Customer agrees that,in the event of Customers insolvency,or in the event that any petition is filed by or against Customer under Chapter 7 or Chapter 1 I of the Bankruptcy Code,Smiths may,at its discretion,recover all Goods/Equipment sold pursuant to this Order and/or seek damages or costs under applicable laws.' 7, DELIVERY: (A)Unless otherwise agreed to in writing,Smiths shall deliver the Order Goods/Equipment FOB destination;freight prepaid by Smiths and added to invoice. GSA freight paid by Smiths.to the place of shipment named herein within a reasonable time after receipt by Smiths of Customer's written acceptance.Typically.our customer will be contacted 24 hours prior to delivery.Typimtlly transit time will be 7-10 business days from date of pickup from the Smiths Detection inc.watchcase.Deliveries will be made during normal business hours Monday through Friday.One attempt to deliver will be made,Should delivery need to be rescheduled,any additional costs incurred for redelivery and/or storage fees,will be charged to the customer. Smiths shall use reasonable efforts to make timely delivery but shall be excused from any delays arising out of causes beyond its reasonable control. Any specific delivery dares that may be stated arc approximate. Smiths shall,under no circumstances,be liable for damages,incidental or consequential(hereinafter contemplated as including,but not limited to,damages for lost profits,lost sales and injury to person or property),for delays,or failure to give notice of delay,whether or not caused by or resulting front Smiths'negligence.Customer agrees not to make such claim on Smiths. (B)if proper tender of the Goods/Pquipment is made and completion of delivery is prevented through no fault of Smiths,Smiths may specify a reasonable alternative place of delivery. Customer agrees that all costs of storage and transport insured following an initial attempt at delivery arc hereby allocated to and imposed upon Customer,and shall be added by Smiths to the sale price.Delivery may at any time be withhold by Smiths pending payment of any sum due from the Customer to Smiths under this Order or any other agreement Smiths will return Goods/Equipment via the incoming method runless an alternative method has been indicated on the purchase order or a change authorized by the Customer representative.Please note that the above delivery statement does not apply for deliveries made outside the 48 contiguous States. See quotation for delivery terms and conditions. S.DELIVERY REQUIREMENTS:The client is responsible for assuring access points for delivery of equipment when necessary and is required. In an effort to assure a successful delivery,we kindly ask that our clients take the time to fill out the`Delivery Requirements"form. 9, DELIVERY INSPECTION REPORT; In an effort to help protect both Smiths Detection Inc.and our clients,we ask that before signing for receipt of your equipment,you take a few minutes to conduct a thorough evnhurtion of the exterior of the system and complete the:Delivery Inspection Report"provided by the contracted mucking company. 10. STORAGE FEES: A storage fee will be applied monthly up to die maximum allowed by law on all repaired and overhauled traits if delivery is not taken with five(5)days of notification. 11.WARRANTIES: Sec the attached"Warranty",which is incorporated herein by reference. 12_TRADEMARKS/COPYRIGHTS: Smiths makes no warranty that the Order Goode/Equipment are free from,and shall not be liable to Customer for,infringement of the intellectual rights(including parents,trademarks and copyrights)of others,and Customer agrees to assume all risks associated therewith. Customer agrees to hold Smiths harmless against any claim for infringement arising out of compliance with Customer's drawings,specifications,requirements or instructions. 13.LIMITATIONS OF LIABILITY AND INDEMNITY: (A)Customer and Operator understand that the Goods/Equipment we designed to be used as tools by personnel trained in attempting to detect the possession and/or transportation of threatening materials.The level of success of such detection attempts is dependant on numerous factors, including but not limited to.the sophistication of efforts to conceal such materials,the size,type and quantity of the conditions.Accordingly,Smiths makes no guaranty or warranty as to the results that will be achieved through the use of the Goods/Equipment,and it it agreed that the sole responsibility for such results shall ho borne by Customer. Accordingly,Smiths makes no guaranty or warranty as to the results that will be achieved through the use of the Ooods/Fquipmonr,and it is agreed that the sole responsibility for such results shall be borne by Customer. (B)AS PROVIDED IN THE WARRANTY INCORPORATED HEREIN PURSUANT TO SECTION 11 ABOVE,SMITHS'LIABILITY FOR BREACH OF WARRANTY SHALL BE LIMITED TO TI9L•REMEDLES THEREIN PROVIDED. WiTH RESPECT TO OTHER BREACHES OF CONTRACT,SMITHS SHALL HAVE NO LIABILITY IN EXCESS OF THE AMOUNT OF THIS ORDER. IN NO EVENT SHALL SMITHS BE LIABLE FOR ANY SPECIAL„INCIDENTAL,CONSEQUENTIAL, EXEMPLARY,OR OTHER DAMAGES,INCLUDING,WITHOUT LIMITATION.ANY DAMAGES RESULTING FROM COST OF SUBSTITUTE PROCUREMENT, LOSS OP USE,LOSS OF DATA,LOSS OF PROFITS.LOSS OF SAVINGS,LOSS OF REVENUES,LOSS OF BUSINESS,OR FAILURE OR DELAY IN PERFORMANCE,WHETHER BASED ON BREACH OF WARRANTY OR OTHER CONTRACT BREACH,NEGLIGENCE OR OTHER TORT OR ON ANY STRICT LIABILITY THEORY,EVEN IF SMITHS HAS BEEN ADVISED OF THE POSSIBILITY OP ANY SUCH DAMAGES.NOR SHALL SMITHS BE RESPONSIBLE FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY. (C)To the fullest extent permitted by applicable law,Customer shall defend.indemnify.and hold harmless Smiths and its affiliates and their respective officers,partners, Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithstletection.com .01/10/2006 TUE 13:29 FAX 203 207 9780 SensIR Technologies 1006/012 DATE: 1/10/2006 S m s QUOTATI.ON NO.: OWOYXA100011 PAGE NO.: Page 5 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 UuUtt Lion for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.B.Origin 1819 Famam Street Federal ID#: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price directors,employees,agents,successors,and assigns("Smiths Parties')from and against any and all losses,claims,damages.liabilities.expenses(including,without limitation,fees and disbursements of legal counsel and expenses of litigation)or other obligations(collectively"Losses")and threatened Losses to the extent they arise from or in connection with the purchase tmd/opetutioa of the Goods/Equipment by Customer or Owner,including but not limited to any of the following: (t)the death or bodily nanny of any agent.employee,customer,business invitee,or business visitor or other person.and the damage.loss,or destruction of any real or tangible personal ptvyctty:(ii)any action taken by or on behalf of Customer in the performance of this Older that causes Smiths to be obligated to indemnify,defend,and/or hold harmless any third party;(iii) any claim,demand,charge,action,cause of action,or other proceeding resulting from an act or omission of Customer.its employees,agents.or subcontractors acting in its or their capacity as an employer or potential employer with respect to the claimant;and(iv)any claim by Customer or Operator.whether based on warranty or other contract breach,negligence or other tort or on any strict liability theory,for matters disclaimed in subsection(E)above. Customer shall fully indemnify and oompletely hold harmless the Smiths Parties as provided above,whether or not negligence or other fault of any of the Smiths Nudes contributed to,or is claimed or alleged to have contributed to,the claim,action,damage.loss.cost,liability or expense.The only instance in which Customer shall not fully indemnify and completely hold harmless the Smiths Parties as set forth above is where the claim is based solely upon the alleged fault of Smiths and Smith's fault is adjudicated to be the sole cause of all of the Losses. (D)Smiths shall not be liable for failure to deliver,for delay in delivery,or for any losses or damage to Customer,or to the Goods/Equipment occasioned by delays,in the performance of Smiths obligations,due to: ()any cause beyond Smiths reasonable control or the control of Smiths suppliers or subcontractors;(ii)an act of God,act or omission of Customer,act of civil or military authority,fire,strike or other labor difficulty,riot or other civil disturbance,insolvency or other inability to perform by the manufacturer,delay in transportation;or(iii)any other commercial impracticability. (E)The conditions to performance specifically stated in this provision and elsewhere in this Order shall be the only conditions precedent or subsequent to en absolute duty of performance on the port of Customer and Smiths. Any official action or legal proceeding by Customer in connection with this Order,other than provided for elsewhere in this Order,must be commenced within one(1)year from dclivcryA in no event of breach or repudiation of this Order by Smiths shall Smiths be liable for indirect,special,third party,incidental,or consequential damages,including without limitation lost profits,data,or goodwill,and Customer hereby agrees net to make any such claim on Smiths. Customer agrees to defend,indemnity and hold harmless Smiths from and against any claim,loss,liability,expense or damage(including liens or legal fees)incurred by Smiths with respect to any of Customers export or reexport activities contrary to Section 19 Export&import Controls. 14,TAXES: Sales and use taxes,payable by Customer,which are presently or may hereafter be imposed by any taxing authority,arc not included in the sale price. Any direct or excise tax or import or customs exaction payable by Smiths,which may hereafter be imposed by any taxing authority,wheresoever located,upon the manufacture,sale or • delivery of products covered by this order,or any increase in rate of any such tax or import or customs exaction now in force,shall be added to the sales price. If such charge is not collected at the tune of payment or sale price,Customer will bold Smiths harmless. 1 S.CHANGES AND TERMINATION: (A)Smiths shall have the right,in its sole discretion,to terminate this Order if Customer. (i)is unable to PAY its debts generally as and when they become due;(ii)is the subject of a legal process declaring it insolvent;(iii)ceases or threatens to cease carrying on its business,or(iv)commits a substantial breach of this Order which is incapable of remedy. (B)Customer may make a written request for amendment.modification.or termination. If n request for tunendrnent or modification is accepted by Smiths,and toy changes cause an increase or decrease in the cost of,or the time required for,the performance of any part of the work under this Order,an equitable adjustment shall be made in the price or delivery schedule,or both,and the Order shall be modified in writing accordingly. Wherever the cost of property made obsolete as a result of the change is included in the price adjustment,Customer shall have the right to prescribe the manner of disposition of such property. If request fortermination is accepted by Smiths,equitable provision shall ho made to Smiths fora recoupment of all Costs incurred under the Order and for reasonable profit based on time and costs a xpanded. The Order shall continue in effect until such time es payment is received. A written request as Specified herein shall give Smiths adequate reason to demand written asstrunoe of Customer's ability and intent to carry out the Order. 16.MERGER AND SEVERABILITY:This Order eontaios the total agreement of the Parties,and all agreements catered into prior to or comemtpomneously with the execution of this agreement arc excluded whether oral or in writing,except that a contemporaneous writing,signed by both Parties,and firmly attached to this tender,shall be considered part hereof.If any provision of this Order shall be determined bye court of competent jurisdiction to be invalid or unenforceable,such determination shall not effect the remaining provisions of this Order,all of which shall remain in full force and effect. 17.DISPUTE RESOLUTION,GOVERNING LAW,AND FORUM: (A)This Order shell be governed by,and construed in accordance with,the laws of the State of [jurisdictions,without the application of conflict of laws principles.THIS ORDER SHALL NOTES GOVERNED BY TIE 1980 U.N.CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.Notwithstanding the foregoing,the federal laws of the United States of America shall be the governing laws,to the extent appropriate,with respect to issues involving patent,copyright,or trademark. (B)In the event a dispute arises under or relates to this Order,the Parties shall diligently attempt to resolve the dispute within thirty(30)days from the date either Party gives written notice to the other of its intent to invoke this provision,during which period neither Party may commence legal action to assert its rights against the other. In the event the Parties do not resolve the dispute within the thirty(30)day period referenced above,either Party may institute legal action to pursue any right or remedy it may have against the other Party.Any legal action or proceeding with respect to this Order shall be brought and maintained in the courts of the State of[jurisdiction]or of the United States of America for the District of[jurisdiction]. By execution of this Order,Customer hereby accepts for itself and in respect of its property,generally and unconditionally, the jurisdiction of the aforesaid courts. No action in law or equity arising out of this Order may be brought by Cuatomcrmore than two yeses after the cause of action has first arisen. (C)Customer further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding if such process shall be in writing and either shall be delivered in person or sent by registered or certified mail(return receipt requested).postage pre-paid,and addressed to Customer at the address of Customer for notices under this Order. Nothing herein shall affect the tight of Smiths to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Customer in any other jurisdiction. (D)Smiths shall have the right to collect from Customer its reasonable expenses,including attorneys'foes,incurred in=forcing this Order. (E)Therights and obligations herein shall survive completion of the final payment under this Order. 1 S.CONFIDENTIALITY:The Parties agree that,in the course of performance of this Order,it may be necessary and desirable for them to exchange confidential information. Yet example,all updates,repairs,replacements,fixes,modifications,rod other changes to the Ooods/Equipment shall be considered Smiths proprietary information. To accomplish this confidentiality,the Parties agree as follows: trey Pasty disclosing confidential information to the other Party shall identify such information as confidential Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsdctection.com .01/10/2006 TUE 13:29 FAX 203 207 9780 SensIR Technologies ?007/012 DATE: 1/10/2006 S M `t S QUOTATION NO.: OWOYXA100011 PAGE NO.: Page 6 of 7 TERMS: Net 30 Smiths Detection VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F.O.B.Origin ]319 Farnam Street Federal iD#: 22-355-2823 Room 902 Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price when disclosing it. The receiving Party shall not disclose confidential information of the disclosing Party to any person outside its employ,except when authorized by the disclosing Party. Any Party receiving confidential information under this Article shall maintain such information in confidence in the same manner it protects its own confidential information and shall use it only for the performance of this Order-and for no other purpose. 19_EXPORT AND IMPORT CONTROLS: Customer acknowledges and agrees that the Ultimate Destination of the Order Goods/Equipment is in the United States,unless otherwise agreed to in writing. Customer shall not authorize or permit its wnployces,distributors,customers,brokers,freight forwarders,and/or agents to export or re-export any of the Order Goods/Equipment to any foreign person without complying with applicable import rind export laws and regulations of Customer's cottony and of the United States,including the International Traffic in Arms Regulations(ITAR)and the Export Administration Regulations(GAR). Customer agrees to obtain and properly utilize U.S_ Government ccport authorization prior to exporting or re.exporting the Order Goods/Equipment,either in their original form or after being incorporated into other end-items. 20.NOTIFICATION: Customer agrees to notify Smiths immediately if Customer is listed in any Denied Persons List,Entity List,or Specially Designated Nationals List,or if Customer's export privileges are otherwise denied,suspended or revoked in whole or in part by any U.S_Government entity or agency. 21.LICENSE AND OWNERSHIP: To the extent that the Order Goods/Equipment contain or are software,Smiths hereby grants to Customer a non-exclusive, non-transferable,personal license to use the software and related documentation. Customers use of the Order Goods/Equipment conclusively evidences its nccepnmee of this license and this Order,including this Section 20. Title to the software shall at all times remain with Smiths.Customer agrees that the software,all enhancements,related documentation,and derivative works are,and will remain,the sole property of Smiths and includes valuable node secrets. Customer agrees to treat the software and related documentation as confidential and to not copy,reproduce,sublicense,or otherwise disclose the software and related documentation to third parties. Customer agrees to not disassemble,decompile,reverse engineer,create derivative works from or otherwise translate,customize,localize,modify,add to,or in any way alter,rent,or loan the software or related documentation. 22.ASSIGNMENT: Neither Party shall assign this Order without the prior written consent of the other Party,except that Smiths may assign it to any of its parent,sister,or affiliate companies. • 23,RELATIONSHIP:Nothing in this Order shall be construed to place the Parties in the relationship of partners or joint ventures,and the Parties shall have no power to obligate or bind the other in any manner whatsoever. 24_HEADINGS: Any headings or paragraph tides are for the convenience of reference only and shall not define,limit,or extend the scope or intent of this Order or any provision thereof. 25_PROPRIETARY INFORMATION STATEMENT:This quotation contains information proprietary to Smiths Detection,Inc.No part of this information may be reproduced or transmitted in any form without the prior written permission of Smiths Detection Inc.This quotation supersedes all previous quotations and is valid for 90 days from date of issue,unless otherwise stated. 26.INSTALLATION&TRAINING: This Installation and Training provision only applies to X-Racy equipment. Installation is not included for TRACE products unless otherwise denoted on quotation. The cost of installation and training,for the X-ray equipment(160 Kv or lower)purchased,is included within Smiths Detection Inc:s proposal,provided the installation is scheduled within 90 days from the date the unit shipped.This includes one visit to the client's facility where the installation and training will be conducted during normal business hours Monday through Friday.Please note that installation and training is only included for equipment delivered and installed within the 48 contiguous States. Once the cheat receives the equipment,they must contact the Smiths Detection Inc_Service Department at 800 297-0955 to confirm receipt and a visit will be scheduled for a mutually agreed upon date. During this visit,the technician will install the X-ray unit(160 Kv or lower),which includes a Radiation Survey and calibration of the equipment as wall as train the client's personnel on the start-up and fail-safe features,basic usage and software features of the equipment purohased. Warranty Statement (A)Smiths warrants that the Goods/Equipment sold by Smiths,and that is manufactured by Smiths,(a)conforms to Smiths specifications,and(b)is free from defects in materials and wozkmnnahip(under normal usage and provided that Smiths'operation and maintenance instructions are followed by competent personnel)appearing within the applicable warranty period set forth in Appendix A.Normal wear and tear shall not be considered a defect (It)For equipment that is not manufactured by Smiths,Smiths'only responsibility is to assign to Ls customer any manufacturer's warranty that does not prohibit such assignment. (C)Equipment and parts that are consumed in normal operation are not covered by this warranty. (D)If the Customer or Operator,as the case may be,discovers at defect within the applicable warranty period,it must be reported to Smiths service department at 1-S00-297.0955 immediately upon discovery. (E)Within a reasonable time after proper notification.Smiths shall,during its normal business hours,Monday through Friday,correct any defect covered by this warranty with either new amused replacement parts,without charge,subject to the further applicable terms and conditions set forth in Appendix A. The original duration of this Warranty shall remain applicable to those parts not repaired or replaced. Any part repaired or replaced is warranted to conform to Smith's specifications and to be free from defects in. materials or workmanship appearing within a period after repair or repiaeemeut equivalent to the warranty period originally applicable to the Goods/Equipment of which it is a part subject to the other terms of this Warranty. The above remedies are the exclusive remedies of Customer and Operator,and the sole responsibility of Smiths,forbrcteh of this Warranty. (F)Smiths'warranty ceases to be effective if Purchaser fails to operate and use the equipment sold hereunder in a safe and reasonable manner in accordance with Smiths' written instructions, (C)Neither Customer nor Operator shall bo entitled to any remedy under this Warranty with respect to (i)Goods/Equipment that has been subjected to any alteration,disassembly,tampering,modification,orrepnir without prior authorization by Smiths; (ii)Goods/Equipment subjected to experimental running or any type of operation or use other than that for which the Goods/Equipment is designed; (iii)Goods/Equipment from which Smiths'and/or vendor's trademark or Serial number has been altered,removed,or obliterated without Smiths'written permission,excluding any alteration,removal,or obliteration directly caused by accident or mishap; (iv)Goods/Equipment that has been in storage or immobilized for one year or more after delivery. • Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsdetection.com 01/1Q/.2006 TUE 13:30 FAX 203 207 9780 SenslR Technologies ?008/012 SDATEI 1/10/2006 S 111 Lt QUOTATION NO.: OWOYXA100011 PAGE NO.: Page 7 of 7 Smiths Detection TERMS: Net 30 VALID UNTIL: 2/9/2006 Quotation for: GSA Contract: G S 07F95976 GSA Expiration: July 31,2006 Douglas County Purchasing Department Delivery Terms: F O.B.Origin 1819 Farnatn Street Federal ID#: 22-355-2823 Room 902 • Omaha,NE 68183 Item Qty Part No. Description Base Price Net Price (H)SMITHS MAKES NO OTHER WARRANTY.EXPRESS OR IMPLIED,AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE;AND THE EXPRESS WARRANTY SET IN THIS ARTICLE IS IN LIEU OF ANY SUCH WARRANTY AND ANY OTHER OBLIGATION OR LIABILITY ON THE PART OP SMITHS. (I)For pu.poses of the exclusive remedies set forth in this Warranty,and the limitations of liability set forth in Section 13 of the Terns and Conditions of Sale into which it is incorporated,"Smiths'shall be deemed to include Smiths,its subsidiaries,and their affiliates,directors,officers,employees,agents,representatives,subcontractors,and suppliers of all of them. (J)This Warranty is non-transferable and is applicable only to the original Customer or Operator, (K)This Warranty shall not be extended,altered or varied except by written instrument executed by Smiths. (L)Any official action or legal proceeding for breach of this Warranty must be commenced within thirty(30)months after acceptance of the Goods/Equipment. • Smiths Detection 21 Commerce Drive Danbury,CT. 06810 Main(203)207-9700 Fax (203)207-9780 www.smithsJetection.com 1 'c-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, Smiths Detection will provide an integrated infinity corrected light microscope and infrared microspectrometer to be used by the Douglas County Sheriff's Office. WHEREAS, Smiths Detection is a sole source vendor and has provided GSA pricing#G S 07F95976; and, WHEREAS, the Mayor has recommended such purchase of the microscope system. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, as recommended by the Mayor, the purchase from Smiths Detection in the amount of$73,204.50, which represents GSA pricing, for an integrated infinity corrected light microscope and infrared microspectrometer for the Douglas County Sheriff's Office, is hereby approved, such approval being given by the City of Omaha as specified by the UASI Grant requirements. BE IT FURTHER RESOLVED: THAT, the Finance Department of the City of Omaha is authorized to pay the cost of microscope system from Year 2006, Fund 12151, Organization 130725. P:\OPD1\13561pjm.doc APPROVED AS TO FORM: • to 1z� a6 /CSS7 CITY ATTORNEY AT By /040"1 94adamber Adopted � .,,' 7 2006 6 -j, City Clerk Approved ...... .. : Mayor 'v : p An P.) _Pt,0- Cr p C 7y 0- A) CD < • ►' n' 0 cDcn go - w �,, O d C, 0 vi O ry O0, p . ...0 O -r O > = 0 b4 c�i� •- O 0 'C3 V] C f O v 0 .. O W ~ < N 0 W 0 O l_nVr 0N I r OV o _ < N ' a p tz, 0 \ a) ,-c 9'4. 7.Dr-'- C ° cn �' F << o C) 00- N .. CD Cn CD a -- cn I a cD cD { • . . _ , ..._ i. 1'\