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HomeMy WebLinkAboutResolutions - 2017.02.15 - 22788MISCELLANEOUS RESOLUTION#17024 January 26, 2017 BY: Commissioner Bill Dwyer, Chairperson, Public Services Committee IN RE: SHERIFF'S OFFICE - USE OF LAB ENHANCEMENT FUNDS FOR EQUIPMENT PURCHASE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Public Act 35 of 1994 The Forensic Laboratory Funding Act authorizes courts to collect an assessment to be sent to the State who shall then distribute proceeds of the state forensic laboratory fund annually to a municipality applying and said funds to be utilized toward the enhancement of forensic laboratory efforts related to the forensic science services; and WHEREAS the distribution from the State is receipted in the Sheriff's Forensic Laboratory Enhancement Restricted Fund (#21340); and WHEREAS the Sheriff's Forensic Laboratory Enhancement Restricted Fund has a balance of $590,133.40 (balance as of 12/31/2016) as a result of Sheriffs Office laboratory efforts; and WHEREAS the Sheriff's Office Forensic Laboratory currently has a 3D Laser Scanner; and WHEREAS the Sheriff is requesting that a portion of these funds be used to pay for a new updated 3D Laser Scanner; and WHEREAS a new updated 3D Laser Scanner will substantially reduce the time required for scanning crime scenes and will significantly reduce the time spent in the laboratory reconstructing the scene scan into a viewable 3D presentation; and WHEREAS the 3D scanner currently in operation is a Faro and the company is offering a credit for trading our old scanner in along with the latest version of their software; and WHEREAS since the laboratory personnel are very familiar with this device the Forensic Laboratory Director is requesting to use the Faro as a sole source bid; and WHEREAS this equipment will be used by the Sheriffs Office to enhance the Forensic Laboratory in compliance with the restrictions of Public Act 35 of 1994; and WHEREAS the 3D Scanner has an estimated cost of $59,872 and funds are available for transfer from the Sheriff's Office Forensic Laboratory Enhancement Restricted Fund (#21340) to replace the equipment. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the use of $59,872 from the Sheriff's Office Forensic Laboratory Enhancement Restricted Fund (#21340) to purchase the replacement 3D Scanner. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. LiJQJ$krnmission-Ltr a_Chairperson, Public Services CoMr-Wit-We PUBLIC SERVICES COMMITTEE Motion carried unanimously on a roll call vote with Dwyer and McGillivray absent. Memorandum To:. - Capt. Joseph Quisenberry, Commander, Inv. and Forensic Services Division From: Kent Gardner, Administrator — Forensic Lab Services /cc— Date: October 24, 2016 RE: PURCHASE OF A 3D SCANNER — Upgrading Current Scanner and Software I am requesting the purchase of a new 3D scanner. New scanner technology provides advanced capabilities and will substantially reduce the time required for scanning crime scenes. Also, new software is available that significantly reduces the time spent reconstructing scene scans into viewable 3D representations back at the laboratory. The laboratory currently employs a Faro 3d scanner. Faro will apply credit for trading in our scanner towards the purchase of their upgraded model. Faro is also providing the latest version of their software if we trade in our scanner. Vendor: Faro, (type address) Item: 3D scanner, model Price: $ 59,871.80 Page: 1 FARO Technologies Inc 250 Technology Park Lake Mary FL 32746-7115 Phone No: (866)874-1145 Fax No: (407)562-5282 Email: Ethan.Greenberg@faro.com Bill To: Oakland County Sheriff (MI) 1201 N Telegraph Rd Pontiac MI 48341-1044 US Remit to: FARO Technologies, Inc. P.O. Box 116908 Atlanta, GA 30368-6908 Ship To: Oakland County Sheriff (MI) Jennifer Garringer 1201 N Telegraph Rd Pontiac MI 48341-1044 US Quotation No: Quote Date: Expiration Date: Regional Manager: Account Manager: Sales Support: Ship: Payment Terms: Delivery Terms: Delivery Date: 20052789 03/17/2016 10/31/2016 Kelly Watt Steven Cox Ethan Greenberg 2 Day Net due in 30 days with approved credit EXW Origin 2-6 Weeks Qty Item No. S-7-330-HDR Description 3D_HW LS_Focus3D X330 HDR Focus3D X 330 HDR Laser Scanner. Ships with: 1 Focus3D X 330 HDR, with HDR photography, GPS, compass, altimeter (barometer), dual-axis compensator and WLAN, 1-Year Standard Warranty , 1 PowerBlock Battery, 1 32GB SD Card, 1 SD Card Reader, 1 SD Card Cover, 1 Power Dock, 1 Quick Charge Power Supply, 1 Car Power Supply, 1 Rugged Transport Case with Wheels, 1 Ruggedized Protection and Transport Cover (in aluminum), 1 Panorama Quick Release, 1 Optical Cleaning Set, Training at FARO facility. SCENE Software licenses are purchased separately. NOTE: lead-time may take 6 weeks or more after receipt of written order. DISCOUNT FOR TRADE IN OF FOCUS S120 LASER SCANNER Unit Price Discount Ext. Price 59,990.00 12,000.00 47,990.00 PURCHASE AGREEMENT AND CONDITIONS OF SALE Customer will pay any federal, state and local taxes. All conditions o f s a l e , s e r v i c e a n d warranty as described in FARO standard purchase conditions currently on file with FARO are made as part of this Quotation a n d a r e i n c o r p o r a t e d herein by reference (f/contro1/04/refl 98-012). DR12 PLEASE REFERENCE FARO QUOTE NUMBER ON ALL DOCUMENTS. BY REFE R E N C I N G FARO QUOTE, CUSTOMER AGREES TO SAID TERMS AND CONDITIONS AS LISTED ON FARO QUOTATION, FARO Technologies GSA Contract* G524F0044M Qty Item No, 1 TR-SCN-POS 1 S0FT80369 SCENE 1 SOFTS0302 1 ACCSS6001 Page: 2 FARO Quote no. 20052789 Description Unit Price Discount Ext, Price Laser Scanner Tr. - FARO Fac. - 0.00 0.00 0.00 Inc Three-day course for two (2) trainee at an approved FARO training facility that discusses LS operation, setup, and basic measurements. NOTE: Classroom trainings are limited to six (6) trainees and are scheduled on a first come, first served basis. Classes can be canceled within two weeks of the scheduled date if sufficient enrollment is not met. NOTE: Training will expire if not taken within 90-days of receipt of equipment. No charge item applicable only with purchase of laser scanner. 3D_SW SC_SCENE Don& 190.00 0.00 190.00 Hard lock (USB Dongle) for one SCENE single user license. SCENE licenses purchased separately. 3D_SW_SC_SCENE 5,990.00 5,990.00 0.00 SCENE version 6.N. Software and license to process data of FARO 3D Laser Scanners. Includes 1-year of software maintenance. 3D AC_LS_Focus3D Battery 790.00 0.00 790.00 Power Block Power Block battery for Laser Scanner Focus3D 1 SOFT50011 Page: 3 Quote no. 20052789 Qty Item No. 1 ACCSS6007 Description Unit Price Discount Ext. Price 3D AC_LS_Carbon Fiber 470.00 470.00 0.00 Economy Tripod Economy carbon fiber tripod for Focus3D Laser Scanner 1 ACCSS6008 3D_AC_LS_Compact Dolly for 420.00 420.00 0.00 Tripod Tripod dolly for carbon fibre tripod ACCSS6005 1 ACCSS0299 1 SOFTS0334 SCENE 80Mm Koppa Target Set W/ Trajectory Rods A combination set of 12 80mm targets - 6 magnetic base targets, 6 trajectory mount. Includes 6 1/4" x 10" aluminum, magnetic base stand-off rods. All shipped in a plastic storage crate. FARO Scene Extension Forensic Extension of FARO SCENE software with additional features for forensic applications. 1,260.00 2,000.00 0.00 1,260.00 400.00 1,600.00 FARO CZ Point Cloud For use with a Laser Scanner. Use FARO CZ Point Cloud to create 2D and 3D diagrams from the point cloud data captured with the FARO Focus3D scanner. CZ Point Cloud includes all the features of CrashZone and CrimeZone plus unique tools for selecting data points, creating accurate diagrams and animations from a point cloud. 4,495.00 1,348.50 3,146.50 1 SOFT50011-MA Page: 4 IF? RO Quote no. 20052789 Qty Item No. 1 SMA-SC-1Y 1 SWS-FCX-1Y Description Unit Price Discount Ext. Price 3D_MA_SC_SCENE 990.00 247.50 742.50 Maintenance_1Y_STAND Maintenance for SCENE software. Includes SCENE software upgrades during the term of the contract. Duration: one (1) year. Scope of service according to the conditions of the SCENE maintenance contract. 3D_WA_LS_Focus3DX 4,720.00 1,180.00 3,540.00 Warranty_1Y_STAND One (1) year Standard Warranty for FARO Focus3D X Series includes annual certification and recalibration. Parts, labor and return shipping charges covered. Goal is to have service completed within 10 business days from date of receipt. CZ Point Cloud Ann. Mtc./Upg. 674.00 202.20 471.80 Cont. CZ Point Cloud annual maintenance includes product updates and upgrades (as available), including top tier technical support for one year. Customer must be on the most current software release to purchase this plan. Order Tote': Discount Amount: Shipping Total: 81,989.00 -22,258.20 141.00 Total in USD: 59,871.80 Page: 5 Quote no. 20052789 Additional Information QUOTE TERMS To accurately and promptly process your order, the following information la required with your Purohase Order: 1. Purchase Order Number (PO#) 2. Bill TO AND Ship To Address (even If they are the same) 3. Net 30 or Sooner Payment Terms 4. Prepay and Add Freight Charges OR Collect (with your shippers Account #) 5, Method of Shipment (Best Way, Grand, Overnight, 2DAY) 6. FOB Origin or DeSti nation (for GSA and Warranty ONLY Customers) 7. FARO Quote Number 8. PO Signed and Dated 0. Ship To Slate Tax Exemption Certificate OR admowiedgement to charge tax 10. Signed Credit Application (New Customers ONLY) Quoted delivery terms are contingent upon timely receipt of all above listed Items. CALIBRATION CAPABILITIES FARO meets the calibration requirements of ISO 17025. If another calibration standard is required please discuss with your sales contact. FARO follows tha recommendation of the ASME B50.4.22-2004, Appendix J, in the application of the decision ruie to testing results. This appendix stales "1369 st a n d a r d s t h a t a d o p t s t a n d a r d s referencing ISO 14253-1 as a normative standard shall explicitly state a different default decision rule, where the 4:1 simple acceptance and rejection rule fr o m E 8 9 . 7 , 3 , 1 s h a l t b e t h e d e f a u l t r u t e u n l e s s a different rule is specified" TRADE-IN CREDIT Trade-in credit line Item is contingent upon receipt of used equipment being returned to FARO Technologies within 45 day of receipt of new equipment If equipment is not received within this period of time, customer agrees to pay the credited amount within 15 days of receipt of invoice. FARO RMA number will be provided to you by your inside safes support specialist and must be affixed to the outside of the case, Page: 6 Quote no. 20052789 STANDARD TERMS AND CONDITIONS OF SALE These standard terms and conditions of sale are the only terms and conditions, oral or written, applying to the sale of equipment, Softwar e , o t h e r p r o d u c t s o r s e r v i c e s ( W a d e d ' ) t o P u r c h a s e r e x c e p t f o r additional terms consistent with these standard terms and =glom On prices, quantities, delivery schedules, and the deecription of the Product s a s s e t f o r t h i n e r i o r d e r i s s u e d b y F A R O o r a p p r o v e d b y FARO ( each, an 'Order), FARO hereby oelects to and rejects any other terms or conditions appearing oo, incorporated by reference fn or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other docurnent end FARO's acceptance of arry Order le expressly made conditional on Purch a s e r s a c c e p t a n c e o f t h e s e s t a n d a r d t e m h s a n d c o e d i t i o n s . FARO's failure to object to any provision contained in a document or communicatioe from Purchaeer shelf not be a waiver of these standard t e r m s a n d c o n d i t i o n s . A c c e p t a n c e o f t h e s e s t a n d a r d t e r m s on conditions and any Order, both or either of which may be delivered to Purchaser in electronic form by FARO Shall be deemed to have oecuaed upon the earlier of (I) execeting or accepting these standard terms end conditions, (if) executing or accepting any Order, (Ill) when Purchaser is aware that FARO has commenced performance thereunder e r r ( i v ) t a k i n g d e l l o r y o f a n y P r o d u c t s . All capitalized terms used but not defined in the body of this document are defined in Section 10.00, 1.00 Payment of Purchase Price 1.01 Subject to credit approval by FARO and except as otherwise expressly set forth in an Order, the Purchase Price for Product shall be paid to FARO Mien t h i r t y ( 3 0 ) d a y s f r o m t h e d a t e o f FARO's Invoice If FARO determines not to extend Melt to Purchaser, FARO reserves the right to require Purchaser to pay for Product by wire tra n s f e r p r i o r t o s h i p m e n t , F A R O s h a l l b e e n t i t l e d t o i s s u e an Invoice upon shipment of Product. FARO has the right to charge interest or late Purchase Price paymente at a rate of 1.5% per m o n t h ( 1 8 % p e r a n n u r n ) . 1.02 Purchaser that also pay FARO for any and all governmental taxes, Charges or duties of every kind (excluding any tax based upon FARO's income) t h a t F A R O m a y b e r e q u i r e d t o p a y w i t h respect to the production, transportation, export: Import, storage, delivery, purchase, sale or use of Product. Purchaser shall provide FARO, o n r e q u e s t , w i t h p r o p e r l y c o m p l e t e d e x e m p t i o n c e r t i f i c a t e s f o r any tax or duty from which Purchaser cialms an exemption, 1,03 Purchaser grants to FARO a security interest In ail Product sold pursuant to the Order, which FARO may perfect by firing a UCC Financing Statem e n t o r b y o t h e r M i r e s , r e g i s t r a t i o n s o r n o t i c e s as may be required. My such security Interest will remain in effect until FARO has received payment In full of the Purchase Price together with Int e r e s t e n a n y l a t e P u r c h a s e P r i c e p e y m e n t s . 1.04 if Purchaser fells to make full payment of the Purchase Price in accordance with tie terms net forth In the Order. FARO shell, et its sole optio n , h a v e t h e r i g h t t o t h e f o l l o w i n g r e m e d i e s , w h i c h shall be cumulative end not alternative and which are not exclusive: a) the right to cancel the Order and enter Purcbasees premises to re-take possession of Product, In which event Purchaser agrees that any down payment or d e p e s i t f o r P r o d u c t s h a l l b e forfeited to FARO es liquidated damages and not as a penalty, arid all costs Incurred by FARO In connection with the remover and subsequent transportatio n o f P r o d u c t s h a l l b e p a y a b l e b y P u r c h a s e r upon wetter demand; b) the right to enter Purchases premises and remove any Software, components of Product or other items necessary to render Product Inop e r a t i v e ; 0) the eght to withhold all services which would otherwise be required to be provided by FARO pursuant to the Warranties set out in Section 4,00 h e r e o f ; d) the right to terminate any existine Software license agreement with Purchaser; and e) the right to pursue any other available remedy, Including without limitation suing to collect any remaining balance of the Purchase Price (i.e., accelerate th e p a y m e n t o f t h e P u r c h a s e P r i c e , causing the entire balance to immediately become due and payable In furl), 1.05 Except as expressly set forth in Section 4.06, FARO does net permit returns on any Products stepped. 1,0$ No waiver by FARO of its rights under these teens and conditions shall be deemed to constitute a waiver of subsequent breaches or defaults by Purc h a s e r . i n t h e e v e n t m o r e t h a n o n e P r o d u c t Is being purchased pursuant to the Order, unless otherwise set forth herele, each payment received by FARO from Purchaser shall be applied pro ra t a a g a i n s t t h e c o s t o f e a c h P r o d u c t r a t h e r t h a n b e i n g applied to the Purchase Price of an Preduct, 1.07 Purchaser shall pay FARO all costs and expenses of collection, suit, or other legal Wien to enforce the Order, Including, but not limited to, all actual attorne y s a n d p a r a l e g a l f e e s e n d collection costs FARO may assign any cause of action that it has against Purchaser without Purchasers consent, 2.00 Deirvery arid Transpertatron 2.01 Delivery dales set forth in the Order are estimates and not guarantees, and are based upon conditions at the time such estimate is given, 2.02 FARO shall not be liable for any loss or damage, whether direct, indirect or consequential, resulting from delivery of Product past the estimated delivery da t e . I f P r o d u c t i s n o t d e l i v e r e d w i t h i n 90 days of the estimated delivery date, Purchasees sole remedy shall be to cancel the Order and to recover from FARO, without Interest or penalty, the a m o u n t o f t h e d o w n p a y m e n t o r d e p o s i t a n d a n y other part of the Purchase Price which has been paid by Purchaser, Notwithstanding the foregoing, such right of cancellation shall not exten d t o s i t u a t i o n s w h e r e d e l a y e d d e l i v e r y I s d u e t o a F o r c e Majeure Event (as defined In Section 9.01). Any delays resulting frem a Force Majeure Event shit extend estimated delivery dates by the length of such d e l a y . 2.0e if there is a shortage of Product, excessive demand for Product or any other reason for which FARO is unable to supply the full amount of Product s p e c i f i e d I n P u r c h a s e r ' s O r d e r , F A R O reserves the right to allocate If available supply of Product among Its customers and distributors. The allocation of Product shall be In such a manner and In such amounts as FARO determines in Its sole discretion. 2.04 Responsibility for all costs and risks In any way connected with the storage, transportation and installation of Product shall be borne entirely by Pur c h a s e r . I f a n y d i s a g r e e m e n t a r i s e s a s t o whether or not damage to Product was in fact caused In storage, In transit Or on Installation, the opinion of FARCYs technical advisors, actin g r e a s o n a b l y , s h a l l b e c o n c l u s i v e . 2.05 Unless otherwise agreed to by FARO in an Order, Product shell be delivered by FARO at FARO's premises EXW (Ex Works) as defired in in c o t e r m s 2 0 1 0 , 3.00 instelletion, Operator Training and Maintenance 3.01 Purchaser shall be responsible for InstellatIon of Product, including, without limitation, the preparation of its premises, the encrating of Product and setti n g u p o f P r o d u c t f o r o p e r a t i o n , 3.02 Subject to Section 4.00, Purchaser shall be responsible for all maintenance of Product. 4.00 Warranties end Exclusions; Exclusive Remedies and Disclaimers 4,01 Subject to Section 4.06, FARO warrants that any Product put excluding Software and services) shall be free from meterial defects in workmanship or materiel affecting the fitness of Product for its usual purpose under normal conditions of Use, service and maintenance, FARO makes no warranty that any Product will operate In an uninterrupted o r e r r o r f r e e m a n n e r . 4.02 Subject to Section 4,05, FARO warrants that any Software shall operate substantially according to written user documentation provided by FARO. FA R O m a k e s n o w a r r a n t y t h a t a n y S o f t w a r e will operate in an uninterrupted or error free manner. 4.03 The warranties set out In paragraphs 4.01 and 4,02 above (together, the 'Warranties') shall expire at the end of the twelve (12) month period co m m e n c i n g o n t h e l a s t d a y o f t e e c a l e n d a r m o n t h in which Product was delivered to Purchager {the Warranty Period'), 4.04 To properly make a claim under the Warranties, Purchaser must deliver written notice to FARO during the Warranty Peeod, at FARO's contact i n f o r m a t i o n s e t f o r t h o n t h e O r d e r , o f a b r e a c h of the Warrarties, together with a description of such breach in reasonable detail, Wthin a reasonable time fdlowing receipt cf suele prop e r n o t i c e F A R O s h a l l h a v e P r o d u c t d i a g n o s e d b y i t s s e r v i c e personnel. Nothing herein contained shall be construed as obligating FARO to make service, parts, or repairs available for any breach reported afte r t h e e x p i r a t i o n o f t h e W a r r a n t y P e r i o d , I f P r o d u c t I s determined by FARO, in Its reasonable opinion, to be covered by and in breach of the Warrantee, FARO will, as Purchaser's sole and exclusive remedy, r e p a i r o r a d j u s t P r o d u c t t o t h e e x t e n t determined by FARO to be necessary or, at the option of FARO, will replace Product with replacement Product or parts therefor at no c o s t t o P u r c h a s e r , o t h e r t h a n t h e c o s t o f s h i p p i n g R e e l e c t t o F A R O pursuant to Section 4.0$. If Product Is determined by FARO, in Its reesonabie opinion, not to be covered by or not to be In breech of the Warrantie s , P u r c h a s e r s h a l l p a y t h e c o s t o f s e r v i c e , w h i c h s h a l l be the amount that FARO would otherwise charge for an evaluation under a non-warranty service evaluation, 4.05 The Warranties shall not apply to or cover; a) Any defects in any component of a Product if, in the reasonable opinion of FARO, (i) Product has been improperly stored, installed, operated, or m a i n t a i n e d ; ( I I ) t h e d e f e c t w a s c a u s e d b y o r relates to misuee or extraordinary use of Product, or to use of Product outside Me purpose for which Product was designed and manufactured; (ill ) Purchaser has permitted unauthorized modifications, additions, deletions, adjustments anefor repair to any Software, hard drive structure or =tent, or any other part of Product, or whiter might otherwise affect P r o d u c e o r ( i v ) t h e d e f e c t w a s c a u s e d b y , or repairs are required as a result of, GAINS eXterrlei to FARO workmanship or the materials used by FARO, As used herein, 'unauthorized' means that which has not been approved and authorized by FARO in writing. b Any replacement of expendable Items, Including, but not limited to, fuses, diskettes, printerpaper, printer ink, printing heads, disk cleaning materi a l s , o r s i m i l a r c l e a n i n g i t e m s . c Minor preventive and corrective maintenance, including, but not limited to, repiacement of fuses, disk drive head cleaning, fan filter clearing and system clo c k b a t t e r y r e p l a c e m e n t . d Any Product or component which was sold or trenstered to any party other than the original Purchaser unless transferred in accordance w i t h s e c t i o n 4 . 1 1 o r p r i o r e x p r e s s w r i t t e n c o n s e n t i s obtained. e) Any defect In or related to Product which FARO cannot duplicate with reasonable effort. e Any defect in or related Product caused by materials, including hardware, software or data not supplied by FARO. g) Any defect caused or resulting from accident, physical, electecal or magneto stress, failure of electric power, air condition or environmental controls, u s e I n o r w i t h d e f e c t i v e o r norecompaelete equipment, hardware, software or data. h) Any defect or problem caused by changes in the operating characteristics of computer systems, hardware or software developed after P r o d u c t I s d e l i v e r e d . i) Any Product exported by Purchaser outside of the United States or Canada, jr) Any demonstration or used Product. lei Any services of FARO. ALL SERVICES OF FARO ARE PROVIDED TO PURCHASER ASS' WTHOUT WARRANTY OF ANY KIND, I) Any Third Party Product sold or included with the Products, Such Third Party Products are provided with the manufacturers warranties, if any, whic h F A R O i s p e r m i t t e d t o p a s s o n t o Purchaser. OTHERWISE, SUCH THIRD PARTY PRODUCTS ARE PROVIDED TO PURCHASER 'AS IS' WTHOUT WARRANTY OF ANY KIND. 4.0$ Factory Repairs e) IF PRODUCT IS UNDER WARRANTY: Purchaser agrees to ship Product to FARO in the original packing container at Purchasers sole cost and expense. FARO will ret u r n t h e repaired or replacement Product to Purchaser at FARO's sole cost and expense. IF PRODUCTS UNDER A SEPARATE PREMIUM SERVICE PLAN; Vehen practical, as determined by FARO In Its sole discretion, and subject to availability, FARO will make available to Purchaser substitute component pees or substitute Product (Temporary Replacements) as appropriate while Purchaser's Product Is undergoing repair. Shipping charges for these Temporary Replacements will bathe responsibility of FARO, b) IF PRODUCT IS NOT UNDER WARRANTY: Purchaser shall be responsible for the cost of any repair or replacement of any part, Software or Product, toge t h e r w i t h a l l s h i p p i n g c h a r g e s related to such repair or replacement, All charges shelf be estimated and prepaid by Purchaser to FARO prior to commencement of repairs, 4,07 FARO may authorize the manufacturer of a compcnent of Product to perform any Warranty service. 4,08 Puichaeers sole and exclusive remedy, and FARO's sole and exclusive liability hereunder, with respect to breech of warranty relating to any Product, consists of the obligation to repair, adjust or replace Preduct as provided In Sectien 4.04, 4.09 DISCLAIMER OF WARRANTIES. THE WARRANTIES SPECIFIED IN THIS SECTION 4.00 ARE THE COMPLET4 WARRANTIES BETWE E N F A R O A N D P U R C H A S E R . T H E Y SUPERSEDE ALL PROPOSALS, PROMOTIONS. ADVERTISEMENTS, REPRESENTATIONS OR PRIOR WARRANTIES. VERBAL OR WRIT T E N . A N D ANY COMMUNICAT;ONS SETW5EN THE PARTIES RELATING TO THE SUBJECT MATTER OF THESE wARRANTIEs. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 4.00, FARO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, STATUTORY Ole OTH E R W I S E , I N C L U D I N G B U T N O T L I M I T E D T O I M P L I E D CONDiTIONS AND WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PATICULAR PURPOSE, CORRESPONDENCE 'MTH DESCR I P T I O N O R Q U A L I T Y , A N D NON-INFRINGEMENT. Page: 7 Quote no. 20052789 4,10 FARO does not authorize any person (whether natural or corporate) to assume for FARO any liability In conrection with or with respect to Product. No a g e n t o r e m p l o y e e o f F A R O h a s a n y authority te make any representation or promise an behalf of FARO, except as expressly set forth herein or in the Order, or to modify the terms or l i m i t a t i o n s o f t h e V V a r r a n t f e s . N o v e r b a l s t a t e m e n t s s h a l l be binding upon FARO, 4.11 The Warranties extend only to Purchaser and are transferable by Purchaser only under the following conditions: 1 ,Product is currently within he Warranty Period; 2. The new owner is, or becomes, a Certified User; 3. A FARO warranty transfer form Is completed and submitted to FARO Customer Service. 4.12 . All claims under the Warranties must originate with Purchaser, or any subsequent owner that becomes a Certiaed User, and Purchaser will indemnify, defen d a n d h o l d F A R O h a r m l e s s f r o m any and all claims, liabilities, damages, costs and expenses for breach of warranty asserted against FARO by any third party. 4,13 PURCHASER ACKNOWLEDGES THAT IT HAS PURCHASED PRODUCT EASED UPON ITS OVVN KNOV)LEDGE OF THE USES TO WHICH PR O D U C T W I L L B E P U T . F A R O SPECIFICALLY DISCLAIMS ANY WARRANTY OR LIAJEfiLiTY RELATED TO THE FITNESS OF PRODUCT FOR ANY PARTICULAR P U R P O S E O R A R I S I N G F R O M 7 H E I N A B I L I T Y O F P U R C H A S E R TO USE PRODUCT FOR ANY PARTICULAR PURPOSE. 4.14 FARO is an equal opportunity employer, All candidates for ereployment Will be considered without regard to race, corer, religion, sex, national o r i g i n , p h y s i c a l o r m e n t a l d i s a b i l i t y , v e t e r a n status, or any other basis pretected by applicable federal, state or Iced law. 6,00 Limitations of Liability 5.01. In no case shell FARO be liable for any indirect, special, Incidental, punitive or consequential damages arising from any cause whatsoever, whe t h e r b a s e d I n c o n t r a c t , t o r t (including without limitation negligence), strict product liability or any other Matey of law (Including without limitation theories of equitable retie), Including, but not limited to, Injury to or death of any operator or other person, damage or loss resulting from inablilty to use Product, increased operating costs, loss of production, loss of profits or revenues, foss o f s o f t w a r e o r d a t a , a n y c o s t o r e x p e n s e o f p r o v i d i n g substitute product or software during periods of, or resulting from, malfurctl on, non-use or maintenance or repair (except as provided in Section 4.06(b)), or damage to property. The disclaimer of liability for indirect, specter, incidental, punitive and consequential damages extends to any damages which may be suffered by third parties, including without limitation, caused directly or indirectly resulting from test results or data produced by Product or any component thereef, and Purchaser agrees to indemnify and save FARO harmless from any such claims mode by third parties. 5.02 FARO's maximum aggregate liability ansing out of or relating to any Product from any cause vvhateeever, weether based in contract, tort (Including without !Imitation negligence), strict product liability or any other theory of law shall not exceed the Purchase Price received by FARO for the Product to which such liability reiates, in all cases, FARO's maximum aggregate liability arising out of or relating to an Order shall not exceed tine aggregate mounts paid by Purchaser to FARO under such Order. 5.03. The limitations of liability in this Section apply even if FARO had notice of the possibility of damages end even if any exclusive remedies fail of their essen t i a l p u r p o s e . P u r c h a s e r a c k n o w l e d g e s that FARO has set its pricing In reliance upon the limitations of lability and the disclaimers of warranties and damages set forth in these terms and c o n d i t i o n s , a n d t h a t t h e s a m e f o r m a n e s s e n t i a l b a s i s of the bargain between the parties. 0.00 Design Changes 0.01 Product is subject to changes irt design, manufacture and programming between the date of the Order and the actual delivery date. 6.02 FARO reserves the right to implement such changes without Purchasers consent, Notwithstanding the foregoing, nothing contained herein shall be construed a s o b l i g a t i n g FARO to include such changes In Product provided to Purchaser. 7,00 intellectual Property 7,01 As between FARO and Purchaser, FARO owns al ownership in all FARO intellectual Property, and Purchaser shall not own or acquire any right, t i t l e o r i n t e r e s t i n a n y F A R O I n t e l l e c t u a l Property. FARO grants Purchaser only a limited, non-exclusive, non-transferable license to use any Software le object code form only and, unless otherwise set forth in an Order or approved in writing by FARO, only with Product in which such Software Is installed or embedded. 7.02 purchaser acknowledges and agrees that the Software contains trade secrets, and confidential and proprietary Information, of FARO, arid shall maintain ail Software as c o n f i d e n t i a l a n d proprietary information of FARO, and shall use no less than the same degree of care to avoid misuse or improper disclosure of the trade secret s , a n d c o n f i d e n t i a l a n d p r o p r i e t a r y i n f o r m a t i o n , t h a n Purchaser uses with respect to its own similar information which their be no less than a reasonable degree of Care. Purchaser shall not in whole or i n p a r t , r e p r o d u c e o r d u p l i c a t e ( o t h e r t h a n t h a t w h i c h Is necessary and incidental to the ordinary use of the Software in compliance with these terms and conditions, or for purpose of making one (1.) archival or back-up copy of the Software), alter, modify, disassemble, reverse assemble, decomple, reverse compile, reverse engi neer, see transfer, assign, sublicense, lease, rent er use in connection with a senece bureau or to provide services to others, in any manner the Software, in whole or in pare or permit access to or use thereof by any third party. 7,00 Purchaser acknowledges that any unauthorized use of the Software, or any right therein, will result in irreparable hairs to FARO, and that FARO shall be entitled to damages, lost profits, attomey's fees, costs, expenses, and injunolive relief, including without limitation temporary restraining orders, preliminary Injunctions and permane n t i n j u n c t i o n s f r o m a n y s u c h u n a u t h o r i z e d u s e . • 7.04 Purchaser shall forthwith execute any further assurances In the form of non-disclosure or licensing agreements which may reasonably be requi r e d b y F A R O I n c o r r e c t i o n w i t h t h e S o f t w a r e , 8.00 indemnification Purchaser wilt defend, iedemnify and hold heelless FARO against all claims, fosses, liabilities, damages, costs and expenses either (a) on account of any dam a g e t o p r o p e r t y o r i n j u r y o r d e a t h o f persons caused by or arising out of Purchasers (and/or any of Purchasers employee's, agent's, afflilate's and customers) distribution, storage, handling, use, or disposal of Product Or caused by or (b) arising out of: (I) any breach of contract by Purchaser; (ii) any acts or omissions of Purchaser (and/or any of Purchasers employees, agents, affiliates and customers); or (iii) any willful misconduct or any violet on by Purchaser (and/or by any of Purchasers employees, agents, affiliates and customers) of any applicable law, rule or regulation. 9,02 Force Majeure/ Entire Agreement! Governing Law I Miscellaneous 9.01 FARO shall not be liable for any loss, damage, detention or delay due directly or indirectly to any cause beyond FARO's control (a 'Force Majeure Event ) , I n c l u d i n g w i t h o u t i m i t a t i o n , compliance with any rules, regulations, orders or Instructions of any federal, state, county, municipal or other government or any department or agency thereof, acts of.god, acts or omissions of Purchaser, acts of civil or military authorities, fires, floods, embargoes, war or Insurrection, labor interruption through strike or walkout, trans p o r t a t i o n d e l a y s , o r i n a b i l i t y or difficulties in obtaining necessary labor, manufacturing facilities, materials or transportation from its usual sources. 9.02 These terms and conditions and the Order into which they are incorporated by reference constitute the entire agreement between FARO an d P u r c h a s e r i n r e s p e c t t o P r o d u c t s u b j e c t t o s u c h Order. There are no representations or warranties by FARO, express or implied, except for those contained herein, and these terms and conditions superse d e a n d r e p l a c e a n y p r o p o s a l s , q u o t a t i o n s , o r agreements, whether oral or written, between FARO and Purchaser with respect to such Order, 9133 No representative of FARO has any authority to modify, alter, delete or add to any of the terms or conditions hereof Any such modifications shall b e v o i d a n d o f n o f o r c e a n d e f f e c t . 9.04 The terms end conditions hereof shall be governed by and construed In accordance with the laws of the State of Florida, United Statist of America, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Purchaser and FARO agree that the sole and exclusive fuesdictien and venue for purposes of any and all lawsuits, disputes, muses of action, arbitrations or mediations shall be in either (a) the United States District Court for the Middle District of Florida, Orlando Division, or (b) the Business Court of the Ninth Judicial Circuit Court of Orange County, Florida. 9,05 These conditions shalt not be construed more strictly against one party than another as a result of one party having drafted said instrument. 9,05 If any provision of these terms and conditions or the Order Is held invalid or unenforceable by any court of competent jurisdiction, the other provisions o f t h e s e t e r m s a n d conditions and the Order shalt remain in full force and effect. Any provision of these terms and conditions er the Order held Invalid or unenforceable only In part or deeeee will remain in full force and effect to the extent not held invalid or unenforceable, 9,07 FARO AND PURCHASER HEREBY IRREVOCABLY WANE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING DR C O U N T E R C L A I M ( W H E T H E R B A S E D I N C O N T R A C T , TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN CONNECTION VVITH THE ORDER OR THESE TERMS AND CONDITIONS, OR ANY CO U R S E O F C O N D U C T , C O U R S E O F D E A L I N G S , STATEMENT OR ACTION RELATED THERETO OR HERETO. 9,08 Any claim, action, Suitor other proceeding initiated by Purchaser in connection with any Product must be brought within one year after deliver y t o P u r c h a s e r o f t h e a p p l i c a b l e P r o d u c t t o w h i c h such claim, action, suit or other proceeding relates. 0.09 Purchaser shall not expert or re-export any Product in violation of applicable law, rules or regulations, 10.00 Definitions 10.01 Certified Usee means any person who has completed at full session of product-specific training for Product. 10,02 'FARO' means FARO Technologies, Inc, 10.03 'FARO Intellectual Property' means all intellectual property rights relating to any Product, including without limitation, pants, copyrights, tr a d e m a r k s , t r a d e secrets, and know-how, and any derivative Works, improvements, modifications, repairs, maintenance, enhancements and updates of any Product. 10.04 'Purchaser means the party buying Product and who is legally obligated under the Order. 10.05 'Software' means all computer programs, disk drive directory organization and content, Including without limftation Me devices containing such computer programs d i s k d r i v e d i r e c t o r y organization and content, sold pursuant to the Order, 10.05 'Purchase Price' means the agreed-upon price of Product set forth in the Order. 10.07 'Third Party Product' shall mean any equipment, products, Software or services of a third party that FARO sells or makes available to Purchaser u n d e r a n O r d e r , Resolution #17024 January 26, 2017 The Chairperson referred the resolution to the Finance Committee. There were no objections. Transfers In Sheriff-LE Enhance Total Revenues Misc. Capital Outlay Total Expenditures $ 59,872 $ 59,872 $ 59,872 $ 59,872 ommissioner Thom Chairperson, Finance C 11/1/IH:lleton, District #4 ittee FISCAL NOTE (MISC. #17024) February 15, 2017 BY: Commissioner Thomas Middleton, Chairperson, Finance Committee IN RE: SHERIFF'S OFFICE — USE OF LAB ENHANCEMENT FUNDS FOR EQUIPMENT PURCHASE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution authorizes the transfer of $59,872 from the Sheriff's Office Law Enforcement Enhancement Lab Fees Restricted Fund (#21340) to the Sheriff's Office General Fund for the purchase of a replacement 3D Laser Scanner in the Oakland County Sheriff's Office (OCSO) Forensic Laboratory. 2. The old scanner will be traded in to offset the purchase of the new 3D scanner. 3. The Law Enforcement Enhancement Lab Fees Restricted Fund #21340 has a balance of $590,445,83 as of January 2017. 4. This new laser scanner will substantially reduce the time required for scanning crime scenes and will significantly reduce the time spent in the laboratory reconstructing the scene scan into a viewable 3D presentation; and enhance the Forensic Laboratory in compliance with the restrictions of Public Act 35 of 1994, 5. A budget amendment is recommended. LAW ENFORCEMENT ENHANCEMENT LAB FEES FUND (#21340) Revenue 4030101-116270-665882 Planned Use of Balance Total Revenue Expenditure 4030901-110060-7601263-10100 Transfers Out Total Expenditures FY 2017 $ 59,872 $ 59,872 $ 59,872 $ 59,872 GENERAL FUND (#10100) Revenue 4030901-116240-695500-21340 Expenditures 4030901-116240-760126 FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Bowman absent. Lisa Brown, Oakland County Resolution #17024 February 15, 2017 Moved by Fleming supported by McGillivray the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford, Dwyer, Fleming, Gershenson, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). "Vt. I HEREBY API5ROVE THIS PE8f3LUTICP. CHIEF DEPUTY COLIN-rl' ACTING PURSUANT TO CL 46.55eA (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 15, 2017, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 15 th day of February, 2017.