HomeMy WebLinkAboutApprove Sole Source Purchases of an L3 Wescam IR Camera - Ae 2000 Main Street,
Huntington Beach CA
92648
City of Huntington Beach
File #: 22-359 MEETING DATE: 5/3/2022
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Sean Joyce, Interim City Manager
VIA: Eric Parra, Chief of Police
PREPARED BY: Ingrid Ono, Administrative Assistant
Subject:
Approve sole source purchases of an L3 Wescam IR camera, Aerocomputers moving map
system, and Technisonic aviation radio for the Huntington Beach Police Department (HBPD)
Aero Unit
Statement of Issue:
City Council approval is requested for the sole source purchases of an L3 Wescam IR camera,
Aerocomputers moving map system, and Technisonic aviation radio to replace recently damaged
helicopter equipment and appropriate insurance proceeds to purchase the equipment and
replacement helicopter.
Financial Impact:
The City received $1 .4 million of insurance proceeds under the City's Aircraft Insurance Policy to
replace the damaged helicopter and equipment. The cost of the replacement equipment for the
HBPD helicopter is $635,396. The remaining proceeds will go toward the purchase of a new
replacement helicopter approved by City Council in the FY 2021/22 Budget. The insurance proceeds
fully covers the replacement costs of the equipment and the trade-in value of the helicopter before
being damaged. No additional funding is needed above what was approved by City Council.
Recommended Action:
A) Approve Sole Source purchase of L3 Wescam IR camera, Aerocomputers moving map system,
and Technisonic aviation radio: and.
B) Appropriate $1.4 million in the Equipment Replacement Fund (Fund 324) to replace the damaged
helicopter and equipment.
C.ty of Huntington Beach Page 1 of 2 Pr Neo on 4:272022
102
File #: 22-359 MEETING DATE: 5/3/2022
Alternative Action(s):
Do not approve and direct staff accordingly.
Analysis:
The HBPD Air Support Unit has L3 Wescam IR cameras, an Aerocomputers moving map system,
and a Technisonic aviation radio installed in its helicopters. Recently, a set of this equipment was
damaged beyond repair due to the helicopter accident in February 2022. Both the current and new
helicopters are wired and configured specifically for these pieces of equipment. The Air Support unit
utilizes the radio, mapping and camera equipment on the three helicopters. To maintain efficiency in
both the operation and the repair and maintenance, the same equipment is required across all units.
There would be additional costs incurred to reconfigure and retrofit the current and new helicopters to
be able to utilize any substitute equipment.
Environmental Status:
Not Applicable.
Strategic Plan Goal:
Financial Sustainability, Public Safety or Other
Attachment(s):
1. Sole source justification - Dallas Avionics - moving map.
2. Sole source justification - L3 Harris Tech - radio.
3. Sole source justification - Aerocomputers - camera.
City of Huntington Beach Page 2 of 2 Printed on 4/27/2022
oowe,e703 Lepmia,—
CITY OF HUNTINGTON BEACH
Sole-Source Justification
(For use on all goods and services acquisitions.)
This justification document consists of two(2)pages. All Information must be provided and all questions must be answered. The "Required
Approvals"section must include a date for each signature,as appropriate for the transaction.
Requesting Department Information
Date: April 11, 2022
Requester Name: Sgt. Jeff Goodspeed Division Manager: Capt. Haught
(Type names. Do not sign.)
Department: Police Department Head: Chief Parra
(Typenames. Donotsign. Must be same as signature below.
Department Contact Information
Contact Name: Sgt. Jeff Goodspeed Street Address: 18401 Gothard St.,
Telephone: 714-536-5997 Huntington Beach, Ca 92648
Fax: Shipping Address: Same
Cellular hone:
Required Contact Information
Contractor/Supplier Name: Dallas Avionics
Contractor/Supplier Address: 2525 Santa Anna Ave.
Contractor/Supplier City/State/Zip::: Dallas, TX 75228
Original Contract Amount:' Amendment Amount:' (if applicable) New Contract Amount:'
$None $N/A $98,065.43
('Includes original contract and previously ('Includes original contract and all amendments,
approved amendments) ('Current amendment only) including current amendment
Provide a brief description of the acquisition, including all goods and/or services the contractor will provide:
Contract Type and Term
Contract Type: Contract Term: What account number will be used to purchase?
Select One: ® Goods Begin: Business Unit:
❑ Service
❑ Goods 8 Services End: Object Code:
Require Approvals
,,pepartirpOnt ead Pripcipal Finance Analyst ief Financial Officer Assistant City Manager
A rove D Cenied p o ed ❑Denied Approved ElDenied lv pproved ❑ Denied
Sign lure Signature Signature Signature
Z Z 9 /1 1/I/W 7- 'h I �/ �� 20 Sze ?.z.
Dale Date ate Date
(Transactions exceeding$50,000
must be approved by City Council
104
� ' x.... CITY OF HUNTINGTON BEACH
Sole Source Justification
�. (For use on all goods and services acquisitions.)
Complete responses must be provided for all of the following items.
A. THE GOOD/SERVICE REQUESTED IS RESTRICTED TO ONE SUPPLIER FOR THE REASONS STATED BELOW:
1. Why is the acquisition restricted to this goods/services/supplier?
(Explain why the acquisition cannot be competitively bid.)
The Air Support Unit has one Technisonic radio system in each Helicopter. The radios are used to
communicate with air traffic control and other aircraft, and are used as the police radio. This is a very
specific radio found only in law enforcement aircraft, and each helicopter is wired specifically for this
radio system. During the bidding process for the purchase of three replacement helicopters, the Air
Support Unit determined that the radios in the existing helicopters could be upgraded and transferred into
the new helicopters, saving the City approximately $250,000 across all three radioslhelicopters.
Unfortunately, one radio was recently damaged beyond repair and must be replaced. A sole source
purchase is being requested as the replacement radio needs to be consistent with the radios in the other
helicopters. Operational efficiency is optimized under this model, since the radios can be transferred
from one helicopter to another in case of a malfunction. This is a time consuming process, but it can
allow the Air Support Unit to continue providing helicopter services by minimizing the time a helicopter is
grounded. Each radio system is wired differently, thus, using the same radios ensures compatibility
across all three helicopters.
2. Provide the background of events leading to this acquisition.
The Technisonic radio was destroyed in the crash of our helicopter, and must be replaced.
3. Describe the uniqueness of the acquisition(why was the good/service/supplier chosen?).
There is an operational necessity for the replacement radio to be consistent with the two currently being
used in the existing helicopters. If a different radio system is purchased, the other two radios would also
need to be replaced. Furthermore, the new helicopters are near completion and have already been wired
for the Technisonic radio system. Purchasing a different radio model would require the new helicopters
to be rewired, resulting in further costs and substantial delays in the delivery of the new helicopters.
4. What are the consequences of not purchasing the goods/services or contracting with the proposed
supplier?
As stated above, it is critical for all of the helicopter radios to be the same. Purchasing a different radio
system would not only require the purchase of three new radios, but would also necessitate modifications
to the wiring in each of the new helicopters, resulting in greater costs and substantial delays.
5. What market research was conducted to substantiate no competition, including evaluation of other items
considered?
(Provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department
concluded that such alternatives are either inappropriate or unavailable. The names and addresses of suppliers contacted and the reasons
for not considering them must be included OR an explanation of why the survey or effort to identify other goods/services was not
performed.)
While researching the purchase of the new helicopters,the Air Support Unit reviewed the cost of buying
new radio systems versus the cost of transferring the current radios. The cost difference was over
$250,000. Since two of the current radios are still functional, and since the new helicopters have already
been wired for the existing radio system, it would be inefficient and costly to purchase three new radios
instead of purchasing one replacement Technisonic radio.
105
2
B. PRICE ANALYSIS
1. How was the price offered determined to be fair and reasonable?
(Explain what the basis was for comparison and include cost analyses as applicable.)
The price was consistent with current market values for similar services and products.
2. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier.
By staying with the Technisonic radio system, the City will not incur the costs of purchasing two
additional radios and rewiring the three new helicopters. In addition, delays in the delivery of these new
helicopters will also be avoided.
Remit completed form to: City of Huntington Beach—Purchasing Division
2000 Main Street,Huntington Beach,CA 92648-2702
106
3
Dallas Avionics
ISO 9001:2015 and AS9100D
2525 Santa Anna Ave.
Dallas, Texas 75228 QUOTE NO: 449225
214-320-9770 PAGE NO: 1
SOLD TO: HUNTINGTON 3EACH POLICE SHIP TO: HUNTINGTON BEACH POLICE
18401 E.GOTHARD ST. 18401 E.GOTHARD ST.
HELICOPTER SUPPORT HELICOPTER SUPPORT
HUNTINGTON BEAC, CA 92698 HUNTINGTON BEAC, CA 92698
USA USA
CUSTOMER 4 P.O. NUMBER SHIP VIA/ACCOUNT $ SALES REP
104703 jQUOTE II CB
BUYER DATE SHIP INSTRUCTIONS TERMS
JAY GOODSPEED I04/O6/22I (VISA/MC/AMEX/DCI
liacoodspeedPhbod.ora f 12,31 f 1 I
ORDER PART NUMMBLR DESCRIPTION COND PRICE UM AMOUNT
... ..a..«.,.,..«««...........+.+.a.fa+aa++aa4++a.++aa++«+a,++fa....a,..+. ..aa.. . .. . . .. . . . . . . f «. .
JAY, WHEN READY TO PROCEED PLEASE ISSUE A PO FOR UN2175
FOR SIN FTC10155, THEN CALL OR E-MAIL FOR AN RMA. PLEASE DO NOT SEND WITHOUT AN RMA OR THINGS
GET LOST.
SINCERELY,
CLINT
+x..i.f.a.,,i+++k.. .f, h .k. f . . f . h . hflf. a. 5f , h .Ffikk4«hffhn +. if ,.+,f. lffafff..f aff .f.ff.h. f.+ff, ff
1 UN2175 TIL UPGRADE(HUNTINGTON BEACH P NE 6, 785.00 EA 6, 785 .00
P93088NV TO P93643
SIN FTC10155
1 TDFM9300-P93643NV TIL RADIO(HUNTINGTON BEACH PD) NE 84,227.00 EA 84, 227 .00
111267-2-93-A88-AZZ-T1-P93643
x
Our sales, return, export, drop shipment and warranty policies
can be viewed at http://www.dallasavionics.com/terms/sales
Prices Quoted a al' for 30,daya from date of quote. FRT/HANDLING TBD
/I , TAX 7, 053.43
Thank`y TOTAL(USD) 98,065.43
CLINT BORLAND
107
0
City of Huntington Beach
s•5 '�
HUNIINC70N BEACH MATERIAL REQUISITION
Sgt. Goodspeed 4-11-22
Re uestor: Date of Re uest:
Approved by: Lt. Nesmith—,,/
Dallas Avionics Huntington Beach Police Dept.
Vendor: Ship to: Heliport
2525 Santa Anna Ave 18401 Gothard St
Address: Address:
Dallas, TX 75228
City/State/Zip: City/State/ i : Huntington Beach CA 92648
Clint Borland Lt. Nesmith
Attention: Shi to Attention:
Quantity Unit Description Amount
1 P93088NV to P93643 $6.785.00
1 TDFM9300-P93643NV $84 227.00
Account#: Sub-Total: $91,012.00
Sales Tax: $7.053.43
TBD
Notes: —Shipping:
$98,065.43
TOTAL:
108
CITY OF HUNTINGTON BEACH
Sole-Source Justification
(For use on all goods and services acquisitions.)
This Justification document consists of two(2)pages. All information must be provided and all questions must be answered. The"Required
Approvals"section must include a date for each signature,as appropriate for the transaction.
Requesting Department Information
Date: April 4, 2022
Requestor Name: Sgt. Jeff Goodspeed Division Manager: Capt. Haught
(Type names. Do not sign.)
Department: Police Department Head: Chief Parra
(Type names. Do not sign. Must be same as signature below.
Department Contact Information
Contact Name: Sgt. Jeff Goodspeed Street Address: 18401 Gothard St.,
Telephone: 714-536-5997 Huntington Beach, Ca 92648
Fax: Shipping Address: Same
Cellular hone:
Required Contact Information
Contractor/Supplier Name: Aerocomputers Corp.
Contractor/Supplier Address: 2889 W. 5th St.tf111
Contractor/Su tier Cit /State/Zi : Oxnard, CA 93030
Original Contract Amount:" Amendment Amount:' (if applicable) New Contract Amount:"
$None $N/A $122,775.74
('Includes original contract and previously ('Includes original contract and all amendments,
approved amendments (*Current amendment only) including current amendment
Provide a brief description of the acquisition, including all goods and/or services the contractor willprovide:
Contract Type and Term
Contract Type: Contract Term: What account number will be used to purchase?
Select One: ® Goods Begin: Business Unit:
❑ Service
❑ Goods& Services End: Object Code:
Require Approvals
Departmen ead Pripcipal Finance Analyst C ief Financial Officer Assistant City Manager
prov Denied QA pJpveji El Denied Approved ❑ Denied Approved ❑ Denied
r /
1,17n ture Signature Si tw �' Signature
LL �1/IS/Zoa2 /,�/Jo. � yl� /Ze�z:
Date Date Date ��Date
(Transactions exceeding$50,000
must be approved by City Council
109
CITY OF HUNTINGTON BEACH
Sole Source Justification
(For use on all goods and services acquisitions.)
Complete responses must be provided for all of the following items.
A. THE GOOD/SERVICE REQUESTED IS RESTRICTED TO ONE SUPPLIER FOR THE REASONS STATED BELOW:
1. Why is the acquisition restricted to this goodslservices/supplier?
(Explain why the acquisition cannot be competitively bid.)
The Air Support Unit had three Aerocomputer mapping systems. Recently one was damaged beyond
repair. The aircraft and peripheral systems can be only wired to one system. It would be impossible to
use another vendor's system in our helicopters.
2. Provide the background of events leading to this acquisition.
Each helicopter has an Aerocomputer map system installed. A new system needs to be purchsed to
replace the one that was recently damaged beyond repair.
3. Describe the uniqueness of the acquisition (why was the good/service/supplier chosen?).
The Air Support Unit chose the Aerocomputer moving map system for it being cost effective and its
abilities several years ago. The same system needs to be purchased to function with the already existing
systems.
4. What are the consequences of not purchasing the goods/services or contracting with the proposed
supplier?
The Air Support Unit would experience significant down times if this mapsystem is not purchased.
5. What market research was conducted to substantiate no competition, including evaluation of other items
considered?
(Provide a narrative of your efforts to identify other similar or appropriate goodslservices, including a summary of how the department
concluded that such alternatives are either inappropriate or unavailable. The names and addresses of suppliers contacted and the reasons
for not considering them must be included OR an explanation of why the survey or effort to identify other goods/services was not
performed.)
When the original map systems were purchased, significant research was done to determine the
Aerocomputer system was the best and most economical option. At this point the Aerocomputer is the
only option as the aircraft are already set up for that system.
B. PRICE ANALYSIS
1. How was the price offered determined to be fair and reasonable?
(Explain what the basis was for comparison and include cost analyses as applicable.)
When the map systems were originally purchased it was determined that the Aerocomputer system was
less expensive than their competitors and their product was superior.
2 110
2. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier.
To switch mapping systems would cost approximately $500,000 dollars. This would be to retrofit the
aircraft with the new system and purchase the necessary alternate brand of system. This option is not
feasible.
Remit completed form to: City of Huntington Beach—Purchasing Division
2000 Main Street, Huntington Beach,CA 92648-2702
17
0
City of Huntington Beach
HUNTINGTON BEACH MATERIAL REQUISITION
Sgt. Goodspeed 4-3-22
Re uestor: Date of Re uest:
Approved by: Lt. Nesmith
Aerocomputers Corp. Huntington Beach Police Dept.
Vendor: Ship to: Heliport
2889 W. 5ih#111 18401 Gothard St
Address: Address:
Oxnard, CA 93030
City/State/Zip: City/State/Zip: Huntington Beach CA 92648
Bruce Bowmar Lt. Nesmith
Attention: Ship to Attention:
Quantity Unit Description Amount
1 UC 6000 $112,745.00
1 AK-4S Sliding KBD USB I $1,200.00
I
Account#:-I Sub-Total: $113,945.00
Sales Tax: $8.830.74
N/A
Notes: Shipping:
$122,775.74
TOTAL:
112
� Estimate 03/31/2022
AEROCOMPUTERS
AIRBORNE SYSTEMS
AeroComputers Corp. 10245
5 St., #111 Oxnard,
III IIII I I III IIIII I I III III
Oxnardd,, CAA 93030
Phone: (805)985-3390
Email: sales@aerocomputers.com
Bill To: Ship To:
Huntington Beach Police Dept Huntington Beach Police Dept
18401 Gothard Street 18401 Gothard Street
Huntington Beach, CA 92648 Huntington Beach, CA 92648
Contact: Michael Cavanaugh
Memos
Created: 03/31/2022 Quote valid 90 days
By; bbowmar
Seller Payment Terms FOB Point Ship Via
Bruce Bowmar 25% Deposit! Origin U.S. FedEx Ground
Bal Net 30
Item Unit Oly
# Type Item/Description Price Ordered Total Price
1 Kit UC-6000 Kit- UlliChart 6000 CPU Kit $0.00 1 ea $ 0.00
2 Sale UC-6000- Ultichart Mission System; ECCN: 7A994 $ 112,745.00 1 ea $ 112,745.00
P/N 301300A
3 Sale HW-3 Year-3 Year Hardware Warranty $0.00 1 Be $ 0.00
4 Sale SW-Free- Free UltiChart Software Updates for the $0.00 1 ea $ 0.00
Life of the System
5 Sale Support-Training- Installation Support and Remote $0.00 1 ea $ 0.00
Operator Training
6 Sale UltiChartSoftware-AeroComputers Proprietary $0.00 1 ea $ 0.00
Situational Software- ECCN: 7E994
7 Kit NAM-Selection Kit- North American Map Selection $0.00 1 ea $ 0.00
Kit
8 Sale Aero Maps-North America -Aero Maps for North $0.00 1 ea $ 0.00
America
9 Sale AeroParcels-NorthAmerica-Aero Parcels for North $0.00 1 ea $0.00
America
10 Sale Topos-NorthAmerica - 100K, 250K Topos for North $0.00 1 ea $0.00
America
11 Kit 24K-Topo Oty 01 -Topo Graphic Maps 24K, SchB $0.00 1 ea $0.00
9014.90
12 Sale CA-California, SchB: 9014.90 $0.00 1 ea $ 0.00
13 Sale Aeriallmagery-NorthAmefica -Aerial Imagery for S 0.00 1 ea $ 0.00
North America
14 Sale FAASectionals-WorldCharts-NorthAmerica- FAA $0.00 1 ea $ 0.00
Sectionals, and World Area Charts for North America
March 31, 2022 11-53:40 AM PDT Page 1 of3
113
� Estimate 0 3/3112 0 2 2
ACROCOMPUTC-RS
AIPSORNE SYSTCMS
AeroComputers Corp. 10245
2889 W. 5 St.,#111 III IIII I I II I Illli I I III III
Oxnard, CAA 93030
Phone: (805)985-3390
Email: sales@aerocomputers.com
Item Unit Oty
4 Type Item/ Description Price Ordered Total Price
15 Sale NauticalCharts-NorthAmerica - Nautical Charts for $ 0.00 1 ea $0.00
North America
16 Kit 10M-Elevation State Oty 01 - 10M-Elevation State, $ 0.00 1 ea $0.00
SchB 9014.90
17 Sale CA- California, SchB: 9014.90 $0.00 1 ea S 0.00
18 Sale 30M-ElevationData-NorthAmerica -30M Elevation $ 0.00 1 ea S 0.00
Data for North America
19 Kit Gimbal Selection Kit - Gimbal Selection Kit $0.00 1 ea $0.00
20 Kit Wescam MX-10 -Wescam MX-10 $0.00 1 ea $ 0.00
21 Sale GC-1-3 -Gimbal Control Software Level 3 $0.00 1 ea $ 0.00
22 Sale GI-MM -Gimbal Interface -Moving Map $ 0.00 1 ea $ 0.00
23 Sale GP-422 -Gimbal Protocol- RS-422 Communications $0.00 1 ea $ 0.00
24 Sale UC3D-Video0verlay- US31D Video Overlay System $0.00 1 ea $ 0.00
25 Sale HD-DVR - Dual Channel HD-DVR $0.00 1 ea $ 0.00
26 Kit Install Kit UC6000- Install Kit UC6000, ECCN: $0.00 1 ea $ 0.00
7E994
27 Sale D38999/26WB2SA- Power Connector for 6000- RFI $0.00 1 ea $0.00
Plug, 38999 SIII
28 Sale M85049/38-11 W- D38999 CANNON PLUG BACK S 0.00 1 ea $0.00
SHELL, SIZE 11 (B)
29 Sale D38999/26WE35PN -VGA/KBD Connector $0.00 1 ea $0.00
30 Sale M85049/38-17W- D38999 CANNON PLUG BACK $0.00 1 ea $0.00
SHELL, SIZE 17 (E)
31 Sale D38999/26WG35PN -Aux Connector $0.00 1 ea $ 0.00
32 Sale M85049/38-21 W- D38999 CANNON PLUG BACK $ 0.00 1 ea $0.00
SHELL, SIZE 21 (G)
33 Sale PAU07 - Panda N600 Dual Band Wireless N USB $ 0.00 1 ea S 0.00
Adapter Dongle
34 Sale 3G15A-XT-1 -Active L1 GPS Antenna $0.00 1 ea $0.00
35 Sale 301320A- UC-6000 Tray Assembly $0.00 1 ea $0.00
36 Sale AK-4S Sliding KBD USB NVIS PN: 100524A-3 - USB $ 1,200.00 1 ea S 1,200.00
AK-4 Sliding Keyboard NVIS, EAR99, SchB 8471.60.20
37 Shipping Shipping - Packaging, Shipping and Handling $0.00 1 ea $0.00
38 Note 25%deposit due before shipment date.
Balance due 30 days after shipment date.
March 31, 2022 11:53:41 AM PDT Page 2 of3
114
�T� Estimate 03/31/2022
AEROCOMPVTERS
AIRBORNE SYSTEMS
AeroComputers Corp. 10245
2889 W. 5 St., #111 II I IIII I I II I IIIII I I III III
Oxnard, CAA 93030
Phone: (805)985-3390
Email: sales@aerocomputers.com
Item Unit Qty
it Type Item/Description Price Ordered Total Price
39 Note Please remit payment to:
AeroComputers
P.O. Box 17252
Reno, NV 89511
sallie@challengeraerospace.com
Phone#775-298-6111 x1002
40 Note To wire funds please contact AeroComputers Corp
accounting:
sallie@challengeraerospace.com
775-298-6111 x1002
Subtotal: S 113,945.00
Sales Tax: S 8,830.74
Total: $ 122,775.74
March 31,2022 11:53:41 AM PDT Page 3 of 3
115
CITY OF HUNTINGTON BEACH
Sole-Source Justification
(For use on all goods and services acquisitions.)
This justification document consists of two(2)pages. All information must be provided and all questions must be answered. The"Required
Approvals"section must include a date for each signature,as appropriate for the transaction.
Requesting Department Information
Date: March 29, 2022
Requestor Name: Sgt. Jeff Goodspeed Division Manager: Capt. Haught
Type names. Do not sign.)
Department: Police Department Head: Chief Parra
(Type names. Do not sign- Must be same as signature below.
Department Contact Information
Contact Name: Sgt. Jeff Goodspeed Street Address: 18401 Gothard St.,
Telephone: 714-536-5997 Huntington Beach, Ca 92648
Fax: Shipping Address: Same
Cellular hone:
Required Contact Information
Contractor/Su lier Name: L3 Harris Technologies, Inc. Wescam USA Inc.
Contractor/Supplier Address: 424 Aviation Blvd.
Contractor/Supplier City/State/Zip: Santa Rosa CA 95403
Original Contract Amount:' Amendment Amount:" (if applicable) New Contract Amount:'
$None $N/A $414,554.86
('Includes original contract and previously (-Includes original contract and all amendments,
approved amendments 'Current amendment on includin current amendment
Provide a brief description of the acquisition, including all goods and/or services the contractor willprovide:
Contract Type and Term
Contract Type: Contract Term: What account number will be used to purchase?
Select One: ® Goods Begin: Business Unit:
❑ Service
❑ Goods 8 Services End: Object Code:
Require Approvals
Department ead Pri Apal Finance Analyst C ief Financial Officer ssistant City Manager
pptbvedr Denied pp1 ved ❑ Denied h6 Approved ❑ Denied ,Approved / ❑ Denied
I!
Signature Signature lure Signature
.3/30/L z :�3i/1ozz vY 3 �3l �ZoZZ
Date Date Date Date
(Transactions exceeding$50,000
must be approved by City Council
116
w CITY OF HUNTINGTON BEACH
Sole Source Justification
(For use on all goods and services acquisitions.)
Complete responses must be provided for all of the following items.
A. THE GOOD/SERVICE REQUESTED IS RESTRICTED TO ONE SUPPLIER FOR THE REASONS STATED BELOW:
1. Why is the acquisition restricted to this goods/services/supplier?
(Explain why the acquisition cannot be competitively bid.)
The Air Support Unit had two L3 Wescam camera systems. Recently one was damaged beyond repair.
The aircraft and peripheral systems can be only wired to one system. It would be impossible to use
another vendor's system in our helicopters.
2. Provide the background of events leading to this acquisition.
The air support unit cannot operate at full capability with only one camera. The unit tradtionally operates
with two, but one was recently damaged beyond repair.
3. Describe the uniqueness of the acquisition (why was the good/service/supplier chosen?).
When the first two cameras were purchased they were put out to bid and the L3 Wescam was selected.
The aircraft were specifically set up for that sysytem. The same system needs to be purchased to replace
the one that was damaged.
4. What are the consequences of not purchasing the goods/services or contracting with the proposed
supplier?
The Air Support Unit would experience significant down times if this camera is not purchased.
5. What market research was conducted to substantiate no competition, including evaluation of other items
considered?
(Provide a narrative of your efforts to identify other similar or appropriate goods/services,including a summary of how the department
concluded that such alternatives are either inappropriate or unavailable. The names and addresses of suppliers contacted and the reasons
for not considering them must be included OR an explanation of why the survey or effort to identify other goods/services was not
performed.)
When the original cameras were purchased, significant research was done to determine the L3 Wescam
was the best and most economical option. At this point the L3 Wescam is the only option as the aircraft
are already set up for that system.
B. PRICE ANALYSIS
1. How was the price offered determined to be fair and reasonable?
(Explain what the basis was for comparison and include cost analyses as applicable.)
When the cameras were originally purchased it was determined that the L3 Wescam system was less
expensive than their competitors and their product was superior. L3 is offering a significant discount on
this proposed purchase as well. This system is still cheaper than their competitors.
117
2
2. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier.
To switch camera systems would cost approximately $1.5 million dollars. This would be to retrofit the
aircraft with the new system and purchase the necessary second camera. This option is not feasible.
Remit completed form to: City of Huntington Beach—Purchasing Division
2000 Main Street, Huntington Beach,CA 92648-2702
118
3
0
AI tky City of Huntington Beach
HUNTINGTON BEACH MATERIAL REQUISITION
3-30-22
Re uestor: Sgt. Jeff Goodspeed Date of Re guest:
Approved by: Lt. Nesmith( "0
L3 Harris Technologies Inc Huntington Beach Police Air
Vendor: Wescam USA Inc. Ship to: Support Unit
424 Aviation Blvd. 18401 Gothard St
Address: Address:
Santa Rosa, CA 95403
City/State i : City/State i : Huntington Beach CA 92648
Sarah Pastene Lt. Nesmith
Attention: Ship to Attention:
Quantity Unit Description Amount
1 MX-10 $262,600
1 EOW-LLC-MX 10 $19,500
1 H DI R-MX 10 $49,920
1 EON-MX 10 $39,000
1 GEO-GPS-MX10 $15,600
1 MX-HC U $9,048
1 HCU-BKT $800
Account #: Sub-Total: $383,624.00
Sales Tax: $29,730.86
Notes: Shipping: $1.200.00
$414,554.86
TOTAL:
119
e>a+ � A E O R I S TM Wescam USA Inc.
L3Harris Technologies, Inc.
424 Aviation Blvd.
Santa Rosa, CA 95403
Phone: 707 236-1077
5 April, 2022 www.L3Harris.com
Huntington Beach PD
18401 Gothard St.
Huntington Beach, CA 92648
United States of America
Attention: Jeff Goodspeed—Sgt
Email: 1 agoods peed(a)h bpd.org
Tel: 714-536-5997
Reference: Your Request for Quotation for WESCAM MX-10 EO/IR System
Subject: 1_311arris Offer 22WUSA042-1 for WESCAM MX-10 EO/IR System
In support of Huntington Beach Police Department, L3Harris provides this updated response for the
supply of WESCAM MX-10 EO/IR Sensor System. Our standard warranty of one (1)year 11,000 hours
has been increased to two (2) years/1,000 hours at no additional charge. As an investment in this
opportunity, a One Time Only Discount of 5% has been applied to the MX-10 pricing offered herein.
The WESCAM MXT"-10 continues the evolution of the MX product line by delivering big
performance in a small package that incorporates all electronics inside the gimbal (no
separate electronics box)to deliver unmatched IR, EO and night-time imagery. With each
order for MX-10 system(s), L3Harris will provide a 60 day eLearning demo license for the
Operation and Organizational Maintenance Course.
MX-10 Product Page: https/AAm 13harris com/all-capabilities/wescam-mxtm-l0-air-surveillance-and-
reconnaissance
Ken Scarboro will be in contact with you to further discuss your requirements and the contents of this
submission.
Sincerely,
Sarah K. Pastene
Sr Spec, Proposal Mgmt
Wescam USA
A Subsidiary of L3Harris Technologies Inc.
Email: Sarah.Pastene(a)L3Harris.com
Tel: 707-477-0124
C.C. Ken Scarboro, Sales Director, ALE Systems. Email: Ken.Scarboro@L3Harris.com Phone: 707-
477-0128
COMPANY CONFIDENTIAL Page t UHarris Offer 22WUSA042-1
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Iv MO" R M STM
SEE FIRST. ACT FIRST. WITH L3HARRIS'S ADVANCED "WESCAM MX-SERIES"
PRODUCT LINE.
L3Harris has sold nearly 6,700 systems (6,100 MX Series systems)worldwide to civil and
military customers while meeting the highest standards of ethical business conduct.
User Benefits:
• Proven Performance—Class leading image stabilization results in unprecedented
imager range performance for Detection, Recognition and Identification (DRI) of all
targets. WESCAM MX-Series EO/IR systems regularly outperform the competition
during side by side demonstrations.
• Reduced Mission Time & Cost—Greater range performance means seeing further and
being able to detect, recognize and identify targets sooner. That translates into less fuel
and equipment usage and shorter mission times.
• Superior Ease of Use—Customers report that MX systems are easier to use than
competitive systems. Stable and accurate geo-referenced auto and auto-aid steering
modes greatly reduces operator workload in keeping the imager's line-of-sight on target.
Integrator Benefits:
• Ease of Integration— Integrators report integrating a WESCAM MX-Series system is
easy. To date MX systems have been integrated on 230+ platforms and with a wide
variety of mission management systems and with all types of supporting systems (radar,
GPS, search lights, etc.).
• Rugged, Reliable and Supportable— Qualified to MIL standards, with extensive
supplemental life testing of key assemblies, the fielded Mean Time Between Failure
(MTBF) of WESCAM MX Series systems set industry standards, with many customers
reporting MTBF's exceeding thousands of hours.
Maintainer Benefits:
• Worldwide Support—To provide end-users with high operational availability, 1-31-larris
Field Service Representatives (FSRs) can quickly support equipment from 14 services
centers located in strategic geographic locations worldwide. L3Harris routinely supports
products which are 15-20 years old, demonstrating our commitment to our products and
customers.
• Upgradeable Design—The MX family of camera systems are of a modular design that
lends itself to incremental upgrades as new technology becomes available.
• Commonality Across MX-Series Systems— Eases software and hardware integration
with customers who have mixed fleets of systems. Operational and maintenance
procedures are the same allowing users to seamlessly transfer between systems.
COMPANY CONFIDENTIAL Page 2 1-31-larris Offer 22WUSAD42-1
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DHARRIS "
L3Harris — Offer # 22WUSA042-1
Huntington Beach Police Department/MXII-10
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FAST. FORWARD.
This document hndudes data that must not be duplicated, used, or disclosed-in whole or in part-for any purpose
other than to evaluate this proposal. If, however, a contract is awarded to this offer or as a result of-or in
connection with-the submission of this data, the Purchaser will have the right to duplicate, use or disclose the
data to the extent provided in the resulting contract. This restriction does not limit the Purchaser right to use
information contained in this data if it is obtained from another source without restriction.
COMPANY CONFIDENTIAL Page 3 BHarris Offer I2WUSA042-1
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0 � I�p� A R R I S TM WESCAM MXTM_l o Price
d� Submission
9A Model or Part No. Description Unit Price Total Price
1 MX-10 V✓ESCAIA MX^-10 $262.6W 5262,600
(PIN 44620.4XXX) >Precision stabilized 4-axis gimbal with inertial measurement unit(11.41.1)inside
>Imeraal electronics unit
Nate: '4XXX'to ue >Mulb sensor payload(base conliffuration):
defined as a varianl 1)Thermal imager,coded MWIR.SO 640 x 512 pisel,continuous zoom
number post contract 2)High sensitivity color daylight imager.TO 1920 x 1080 pixel,continuous zoom,
mverd,pending >Advanced real-time image processing on al sensors
selection of >Default paint cob:Black,Semi-glass(other color options mailable)
customi able options Standard Accessories:
below. >Hand Connor Unit(HCU),backlit,ING compatible,wish 1.8m(6)cold,bracket
and shipping case
>Transit Case
>Operator manual
>60 day OLoarning demo licence for out Operation and Organbaaonal h4aintenance
Course
'Note:klalching cables or connector h4s ale sopemtely priced hems.Due to
connector lead-tune 4 is recommended that Connector kit CONNAIX1O be purchased
id time of order
1 OF.S-MK70 Dessicam Assembly,Rear Door(ON 4) NC Tic
>Nm applicable for MX-10MS
1 EOW-L1-C-1.4X10 Lowlight Imager.IAorimhromatic.Neer-IR Sensitivity $19.500 $19.500
1 HOIR-1.4X10 Thermal Imager,Cooled Mid-Wave IR(L1WIR) 549,920 $49,920
>HD MWIR imager, 12BO x f20 Pixel
'Note:Upgrade for SO thermal imager
1 EON.fAX10 Elocno Optic Nanmy Daylight SpoOor $39 000 $39.000
>High sensitivity HD daylight color imager, 1920 x 1080 pixel
>High magnifica on spotter,improves DRI range performance
'Nme: flat Available Mh MX-IOD,tAX-10DR
OPT AVT-MX10 Advanced Video Tracker(AVT) $26,520 Option
>Funcibns on any imaging sensor video
1 GEO-GPS-MXI0 MX-GEO%,dh Internal GPS $15,600 $15,500
>Geo-ieferenced target location
>Enables Auto and Amo-Aid steering modes
>Enables GeoPouding,(Seol-ocation,and GeoFccus
>Includes embedded GPS receiver and antenna
>Enhanced GPS inertial(EGI)tunctionmity for superior targel location accuracy
'Note:For MX-10FIS
>De-Icer option requires platform supplied GPS and compass data
>LRF is also required
1 RCS-fAX10 Remote Control Subsystem(RCS)Interface $7 410 $7.410
>Control turret by a test computer I mission system
>Supported on one of RS-422,Ethernet,or MIL-STD-1553h pod
NOTE: The Product configuration line items above embedded into the MX
Gimbal and arc individually selectable depending upon your application. To
simplify Purchase Order placement,please use the Net Unit Price shown at the
bottom of tlda section,when ordering the Wescam MX-Product,with all of these
configuration items noted as"Included'.
MX-10 _ WESCAfd MXP-10 As Configured Above _ $394,030
COMPANY CONFIDENTIAL Page 4 L3Harris Offer 22WUSA042-1
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�� �p � � � � �TM WESCAM IUIXTM-10 Price
W Submission Cont'd
Oft Model or Part No. Description Unit Price Total Price
0 "WWI
I MX-HCU Hand Conboaor Un4(HCU),bacid4-NVG compatible,with 1.em(0 cable $9,048 $9,038
1 HCU-BKT Brackm for Hand Controller Una 5800 $800
$9.848
t SHIP D-MX-10 Uornd iic Shipping $1,200 $1,200
Subtotal $1,200
. l I
Special 1x Project Discount: ($20,254)
1X Discount oMy applkebk to conffquradon as quoted above.
Elir. s
COMPANY CONFIDENTIAL Page 5 1.311arris Offer 22WUSA042-1
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LOW
Purchase orders and Contracts are to be made out to Wescam USA, Inc..
Wescam USA, Inc., is a wholly owned subsidiary of 1-31-larris Technologies, Inc.
1. Precedence: These Proposal Specific Terms and Conditions or other referenced Terms and
Conditions take precedence.
2. COVID-19 Advisement: L3Harris (Wescam USA, Inc.) has developed and is submitting this
proposal during the declared public health emergency period. As this unprecedented situation
continues to evolve there potentially may be impacts to the execution of a resultant Contract to
this offer. Such impacts could affect the period of performance, pricing, deliveries, provision of
services, ability to travel related to corporate and/or governmental restrictions, etc. 1-31-larris
(Wescam USA, Inc.) reserves the right to modify elements of this offer to reflect any known
COVID-19 impact, prior to negotiation I award. Our proposal is predicated on inclusion in any
resultant Contract of a mutually agreeable Contract modification clause to address impacts from
the COVID-19 global pandemic during program execution.
3. Currency: All Prices in United States Dollars (USD).
4. Then-Year Pricing: Reflecting 2022 deliveries. Delivery year is determined by contract date
as accepted by Wescam USA, Inc. and agreed to by the Purchaser. Future deliveries may be
subject to an annual escalation rate no greater than 2.0% or the annual rate of inflation in the
United States of America, whichever is greater.
5. Shipping Point: Delivery terms are CIP(Incoterms 2020) customer location in the United
States.
Unless explicit written instructions are supplied by the Purchaser, the method of transportation
and the route of shipment shall be at Wescam USA, Inc.'s sole discretion. If the Purchaser
delays shipment of any items, Wescam USA, Inc. may invoice the Purchaser for said items and
hold them at Purchaser's risk and expense, pending instructions from the Purchaser.
6. Offer Validity: Offer is valid for 180 days. Prices for configured items or services quoted as
optional are only valid with initial order.
7. Pricing: Firm Fixed Pricing.
8. Installation: On-site installation support consultation is available from Wescam USA, Inc. and
can be quoted upon request.
9. Terms and Conditions: T&C's per Wescam USA Inc. form FM1093 and supplied appendices.
10. Colour: Unless otherwise stated, the standard system colour will be black. Delivery specified
below assumes this standard colour. For non-standard colour applications,consult factory for
pricing and delivery lead-time.
COMPANY CONFIDENTIAL Page 6 BHarris Offer 22WUSA042-1
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11. Delivery:
Prime Equipment: Approximately 4 to 6 months after effective contract start date.
Subsequent deliveries to be at a rate of up to one system per month or as otherwise mutually
agreed. Depending upon configuration and date of receipt of order, Wescam USA, Inc. may be
able to provide an accelerated delivery.
Consult Wescam USA, Inc. prior to placement of Purchase Order to confirm delivery
commitments.
Note: The products/services covered by this proposal may be controlled for export by
Canadian Government or other applicable governments. Therefore, the actual delivery date is
contingent upon the timely receipt of End Use Certificate(s)and other export documents
required to be provided by the Purchaser in addition to the purchase order to allow Wescam
USA, Inc. to apply for all applicable export license(s). If the required export license(s) are not
approved, or if approved, are subsequently withdrawn or terminated by the required
government authorities, then these actions shall relieve Wescam USA, Inc. of its obligations
without liability for any damages or consequential losses. Wescam USA, Inc. reserves the right
to confirm delivery lead times quoted if optionally quoted items are selected.
12. End-User Template and Quoted Delivery: On submission of the Purchase Order to Wescam
USA Inc., the Buyer is requested to provide completed and signed end use documents
(templates attached to this offer), including an End Use Statement (EUS), and if applicable a
completed and signed DSP-83. Failure to provide the completed EUS and DSP-83 (if
applicable)with the Purchase Order may delay the Export license application process and give
cause for Wescam USA Inc. to amend the Purchase Order/Contract delivery schedule.
13. Equipment Warranty Period: Two (2) years from the date of shipment by the seller or 1,000
hours of operation,whichever occurs first. Reference the warranty provision details in FM1093
Appendix- Product Applicable Terms. Extended warranties if offered are effective after end of
base warranty period.
14. Payment Schedule:
Hardware: 100% On delivery per contracted Incoterms.
Payment Terms: Unless payments are scheduled with Purchase Order placement, payments
shall be due Net: 30 days, zero discount from issue date of invoice as noted in the payment
schedule above.
Payment Method: All payments are to be made by wire transfer/Electronic Funds Transfer
(EFT) (CAD, EUR, GBP or USD)or Automated Clearing House (ACH)transfer(USD only) to
Wescam Inc. Account transfer details will be found on invoices when issued.
COMPANY CONFIDENTIAL Page 7 1-31-larris Offer 22WUSAD42-1
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_ r
This proposaUquotation is an offer to purchase, and any resulting sale, is expressly the terms and conditions set forth
below, except where specifically stated within an accompanying proposal or quotation. Any additional or different
terms and conditions submitted by the Purchaser are expressly rejected by Wescam USA, Inc. and shall be of no
effect nor in any circumstance binding upon Wescam USA, Inc. unless specifically accepted by Wescam USA, Inc. in
writing.
1. EFFECTIVE CONTRACT START DATE:
The effective contract start date is defined as the date when all of the following has occurred:
a) A formal purchase order is issued by the Purchaser.
b) Wescam USA, Inc. accepts the technical and commercial content of the Purchase Order.
2. SUBCONTRACTING: Wescam USA, Inc. may subcontract such portions of the work as it deems necessary
in the performance of this contract.
3. SALES AND SIMILAR TAXES:
The prices quoted in this proposal do not include Excise Taxes, sales or use taxes or any other tax, of any
nature,which may be imposed specifically as a result of this transaction. The amount of any tax applicable to
this transaction or the use of the equipment involved shall be paid by the Purchaser directly to the appropriate
taxing authority or to Wescam USA, Inc. if itemized in the invoice.
4. IMPORT DUTY:
Unless otherwise specified in writing, the quoted prices do not include present or possible future import duties,
tariffs, or other similar charges levied by any country and all import formalities and import duties and costs are
the Purchaser's responsibility.
5. EXPORT CONTROLS:
If the items proposed are controlled items as defined in the multilateral Wassenaar Arrangement on Export
Controls for Conventional Arms and Dual-use Goods, they may require approval from the Canadian
Government and/or other Governments. as applicable. If requested by Wescam USA, Inc., the Purchaser may
he required to provide an end-user certificate/end use statement with the purchase order to allow Wescam
USA, Inc. to apply for the export permitAicense. Wescam USA, Inc.will apply for any required permits/licenses
in a timely manner. Wescam USA, Inc. accepts no responsibility for any delay in shipment due to delays in
receipt or approval of such export licenses/certificates. Failure of any government to issue a required export
permit/license, or the withdrawal termination of a required export permit/license by any government will be
considered an event of'force majeure°and shall relieve Wescam USA, Inc.of its obligations without any
liability.
6. INSURANCE:
Wescam USA, Inc. shall maintain its commercial general liability insurance policies to protect Wescam USA,
Inc. legal liability and workmen's compensation protection for Wescam USA, Inc. employees. However,
Wescam USA, Inc. shall not accept any contractual liability for indemnity.
7. OWNERSHIP OF TECHNICAL DATA,TRAINING MATERIAL AND SOFTWARE:
The specifications,drawings, manufacturing data and other information transmitted between Wescam USA,
Inc. and the Purchaser in connection with Wescam USA, Inc.'s proposal and any resulting contract are the
property of the originating party and are disclosed in confidence on the condition that they are not to be
reproduced, copied, disdosed to third parties, or used for any purpose detrimental to the interest of the other
party, including to reverse engineer, decompile or disassemble any Wescam USA, Inc. products.
8. CONFIDENTIALITY:
Confidential Information shall include trade secrets, proprietary business or technical information and any non-
written information disclosed by either Party to the other if the Disclosing Party reduces such information to
COMPANY CONFIDENTIAL Page 8 1,3FIarris Offer 22WUSAD42-1
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'v 0 H A R R I S TM
writing, conspicuously identifies it as"Confidential"and sends it to the other Party within thirty (30)days of
disclosure.
Confidential Information received by one Party from the other party will be kept in confidence by the Receiving
Party with the same reasonable degree of care that it normally employs for the protection of its own confidential
information.
Confidential Information will not be used or disclosed by the Receiving Party, except to such of its employees
and employees of affiliates that have a strict need-to-know.
Each Party shall take any and all appropriate steps to impose the obligations of this Agreement on its
employees or employees of affiliates.
The above limitations shall not apply to any portion of the Confidential Information that:
(a) Was in the public domain at the time of, or prior to, disclosure;or
(b) Enters into the public domain other than by breach of this Agreement;or
(c)Was known by the Receiving Party prior to disclosure as evidenced by written records;or
(d) Was disclosed to the Receiving Party in good faith by a third party not in violation of any obligations
of confidentiality to the Disclosing Party; or
(e)Was independently developed by the Receiving Party as evidenced by written records; or
(f) Is disclosed to a Government in connection with a proposal or contract if such Confidential
Information is identified as information provided by the Disclosing Party and is marked with a suitable
legend to protect the Disclosing Party's proprietary interests.
9. ACCEPTANCE:
Acceptance of the hardware by the Purchaser(including transfer of title) shall occur upon the successful
conduct of Wescam Inc.'s standard factory acceptance test plan (new systems)or functional verification tests.
The Purchaser may witness the factory acceptance test on a non-interference basis upon reasonable notice
being given to Wescarn Inc.
Acceptance by the Purchaser of any non-hardware deliverable requiring Purchaser approval shall be deemed
to have taken place within 15 days of completion or delivery to the Purchaser, provided that Wescam USA, Inc.
has not been notified in writing that the deliverable has been rejected together with the reasons for the
rejection.
10. DISCLAIMER OF DAMAGES:
Neither Wescam USA, Inc. nor Wescam Inc. shall be liable for special, incidental, indirect, or consequential
damages, under any circumstances, including, but not limited to, damage or loss resulting from inability to use
the equipment, increased operating cost, loss of production, loss of anticipated profits, or special incidental,
indirect or consequential damages, whether similar or dissimilar,of any nature arising from any cause
whatsoever whether based on breach of contract(fundamental Or otherwise), tort (including negligence),
offenses, strict liability, or any other theory of law.
11. LIMITATION OF LIABILITY:
Notwithstanding any other provision of the contract,Wescam USA, Inc. and Wescam Inc. maximum liability
thereunder, arising from any cause whatsoever,whether based on breach of Contract(fundamental or
otherwise), tort (including negligence),offense, strict liability, or any other theory of law, shall not exceed the
contract price. Any suit based upon any aforementioned cause of action must be commenced within one year
from the date said action accrues.
12. TECHNICAL SPECIFICATIONS:
Unless otherwise agreed to, in writing, this proposal provides a general overview of the proposed offer for sale.
As part of its ongoing policy of product improvement, Wescam USA, Inc. reserves the right to modify the
equipment configuration described to provide improved performance, reliability or maintainability or to
substitute components of equivalent or higher performance. Upon Purchasers request, Wescam USA, Inc.will
COMPANY CONFIDENTIAL Page 9 1-31-larris Offer 22WUSA042-1
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(D U 11 fl A R I! V I S TM
provide Purchaser with a qualification summary report identifying the standards to which its products have been
qualified. Any qualification standards that are not identified in the qualification summary report are expressly
disclaimed by Wescam USA, Inc.
Part numbers of spare parts may change between proposal and delivery. Alternate spare parts will have the
same fit, form or function and equivalent or higher performance.Wescam USA, Inc.will notify the Purchaser of
superseding spare part numbers prior to delivery.
13. NONWAIVER:
If Wescam USA, Inc.or Wescam Inc. does not insist on strict compliance of the Purchaser with any of these
Terms and Conditions,or fails to exercise promptly any right occurring from any default of the Purchaser,then
the foregoing shall not impair Wescam USA, Inc. or Wescam Inc.'s rights in case of the Purchasers default
continues or in case of any subsequent default by the Purchaser.
14. GOVERNING LAW:
The rights and obligations of Wescam USA, Inc.and the Purchaser with respect to this proposal and any
resulting contract shall be governed by the laws of the State of New York. Any suits, claims or actions relating
to the contract shall be brought in a court of competent jurisdiction in the State of New York and the parties
hereby irrevocably attorn to the exclusive jurisdiction of such courts for the purpose of adjudicating any such
suit or action. Wescam USA, Inc. and the Purchaser agree that the United Nations Convention on Contracts
for the International Sale of Goods does not apply.
15. EXCUSABLE DELAYS: Neither Wescam USA, Inc. nor Wescam Inc. shall be liable to the Purchaser for
any loss, damage, delay in the work or non-performance of any contractual obligation caused a Force Majeure
Event. "Force Majeure Event"means any event or circumstance or combination of events or circumstances
that: (i) is beyond the reasonable control of the affected party, (ii)could not have been mitigated, avoided, or
prevented through the exercise of reasonable care and precautions; and (iii)materially and adversely affects
the performance by such party of all or a part of its obligations under or pursuant to this Contract. Force
Majeure Events include but are not limited to:
a. any act of war(whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade,
embargo, revolution, rebellion, riot, insurrection, civil commotion, act or campaign of terrorism,or sabotage;
b. any government acts or omissions;
c. radioactive contamination or ionizing radiation,
d. any strike or labor dispute;
e. labor or material shortages that could not have been reasonably foreseen;
f. any Changes in Law, including changes in tax laws;
g. any Customer failure,whether through act or omission, to perform any of its obligations under the Contract;
h. any lightning, earthquake, hurricane, drought, tsunami, monsoon, tempest, flood, storm, cyclone,volcano,
mudslide, typhoon, tornado or other unusually severe weather or act of nature;
i. fire, explosion or chemical contamination;
j. any epidemic, blight, famine, quarantine, plague, or pandemic including but not limited to COVID-19:
k. any transportation accidents;
I. suspension of flight operations due to inclement weather;
m. delays of suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or
negligence of both Seller and its supplier.
For the avoidance of doubt, Customer shall not be relieved of its obligation to make timely payment to Seller
under this purchase order by reason of Force Majeure Events.
The affected party shall give the other party timely notice after it becomes aware of any Force Majeure Event,
which notice shall,to the extent practicable, specify the length of the delay anticipated or occasioned by,and
additional costs,if any, incurred or anticipated to be incurred by reason of such Force Majeure
Event. Customer shall within ten (10) days following delivery of such notice(whether to or from Seller), or such
other period as may be agreed between the parties, issue a Change Order equitably adjusting the Contract
Price, Schedule and other terms and conditions of the Contract in accordance with Article [ref: Changes clause)
hereof. The affected party shall use reasonable efforts to minimize the delay and cost caused by the Force
COMPANY CONFIDENTIAL Page 10 1-31-larris Offer 22WUSA042-1
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Majeure Event, but Seller shall not be required to subcontract Work or to work additional hours unless
Customer agrees to pay all additional costs with respect thereto.
During any period of suspension of the Work due to a Force Majeure Event, Seller shall lake such reasonable
steps (in light of the nature of the Force Majeure Event)as necessary to protect and preserve the Work
completed and which will permit efficient resumption of the Work when reinstated. The cost of these necessary
protective steps shall be to the Customer's account and shall be set out in a Change Order in accordance with
Article 18. In addition, Seller and the Customer shall mutually agree upon the extent to which Sellers and its
Subcontractors' personnel, equipment and other temporary facilities (including provision for emergency
services) shall be retained on the Program, at Sellers facility and at its Subcontractors' facilities,during such
suspension in order to minimize expenses during such period, and Customer shall pay the amount agreed
upon to Seller for such expenses during the period of suspension.
Seller shall promptly resume the portion of the Work suspended due to a Force Majeure Event upon mutual
agreement among the parties that such Force Majeure Event is over and upon delivery of a written notice from
Customer to Seller authorizing reinstatement of such portion, specifying the effective date of resumption and
acknowledging the entitlement of Seller to a Change Order pursuant to Article 18.
16. PROHIBITED USES:
The Purchaser may not, in any way:
a) Modify the product, except as permitted in the normal use of the product.
b) Reverse-engineer, disassemble, or make any attempt to copy the product.
c) Transfer the product to any person or entity in violation of any applicable Export regulations.
17. ENTIRE AGREEMENT:
This Agreement, together with ancillary agreements, contains the entire agreement between Wescam USA,
Inc.and the Purchaser, and no provisions may be waived, modified, or altered except by writing executed by
both parties.
18. CHANGES:
The Purchaser may propose changes to the work within the general scope of the contract.Wescam USA, Inc.
shall be under no obligation to implement any proposed change unless Wescam USA, Inc. and the Purchaser
agree in writing to any resulting adjustment in the contract price, delivery schedule or other provisions of the
contract.
19. ASSIGNMENT:
Purchaser shall not assign this contract, in whole or in part, to other than wholly-owned subsidiaries without the
prior written consent of Wescam USA, Inc.. Wescam USA, Inc. may assign this contract in the event of a
merger, consolidation or reorganization or with a sale of all or substantially all of the assets of the business of
Wescam USA, Inc. to which this contract relates.
20.OFFSET:
Wescam USA, Inc. has entered into this agreement under the cognizance of L3Harris Technologies, Inc. Offset
programs. Unless otherwise stated, all Offset credits resulting from this agreement are the sole properly of
1-31-larris Technologies, Inc. to be applied to the Offset program of its choice.
21. GOVERNMENT INTERACTION:
Each Party agrees not to interact with the end customer, any government, political party or public international
organization, on behalf of the other Party without prior written approval. Neither Party is authorized to assume
or create any obligation, liability nor responsibility, express or implied, bill for goods, make any commitments or
representations, or otherwise act in any other manner, on behalf of or in the name of the other Party or to bind
the other Party in any manner. Both Parties acknowledge and agree that the relationship intended by this
Agreement is that of independent contractors.
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1.WARRANTY
Wescam USA, Inc.warrants, to the original Purchaser only, that the product is free from defects in
material and workmanship. Wescam USA, Inc. will repair or replace(al its option) any such device that is
returned FCA Incoterms 2010 to the Wescam USA, Inc. repair facility,with transportation charges prepaid
and within the warranty period. The liability of Wescam USA, Inc. shall be limited to the repair or
replacement of the device and shall not include installation, or any other charge or expense incurred.
Wescam USA, Inc. will pay for return freight to Purchaser's port of entry. This warranty shall not apply to
any unit or part thereof that, in the opinion of Wescam USA, Inc., has been installed or used improperly;
damaged by accident, misuse, or negligence; or altered or repaired in such a manner as to impair
performance. Wescam USA, Inc. shall have the right of final determination as to the existence and cause
of any such defect.
Exclusion of Warranty -The warranties provided in this section are in lieu of all other warranties,
express, implied or statutory, including but not limited to the implied warranties of merchantability of
fitness for a particular purpose.
2. INSTRUCTION MANUALS:
Installation and instruction Manuals, written in English, will be supplied in reasonable quantities with
equipment purchases, unless otherwise specified.
3. GPS RCS Interface— Price and delivery is based on Purchaser supplying Wescam USA, Inc.with the
GPS interface protocol at time of order. Hardware (INS, Radar, etc.) to be supplied to Wescam USA, Inc.
60 days prior to delivery of system. The Purchaser supplied GPS/protocol must be compatible with the
offered MX system.
4. NESL INDEMNITY
If the Equipment quoted in this proposal/contract includes a non-eye safe laser(NESL), the Purchaser
agrees for as long as it operates the equipment, to indemnify and save Wescam USA, Inc. and Wescam
Inc. harmless from any and all liabilities, losses, suits, claims, demands, costs and actions of any kind or
nature whatsoever to which Wescam USA, Inc. and Wescam Inc. shall or may become liable for as a
result of purchaser's use of the NESL.
S. Laser Cutouts— If applicable, the Purchaser shall provide laser cut out angles at time of contract
award. Any delays in providing laser cut out information may impact delivery dates.
6. MICROWAVE EQUIPMENT
Microwave Frequencies and Range—The operating band and the maximum number of channels of the
microwave equipment shall be in accordance with the corresponding Wescam USA, Inc. quotation/
specification. Wescam USA, Inc. will do its best to accommodate any operating band change requests
made thereafter, however, there will be a restocking charge for the microwave equipment and Wescam
USA, Inc. reserves the right to adjust the price and delivery schedule accordingly. Unless otherwise
agreed, the Purchaser is responsible to obtain all necessary licenses required to install and operate the
microwave equipment. Range performance is dependent upon a number of variables and can only be
ascertained through a site survey.
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