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HomeMy WebLinkAbout04-239 Resolution No. 04-239 RESOLUTION AUTHORIZING EXECUTION OF AN EQUIPMENT PURCHASE AND SUPPORT AGREEMENT WITH DIGITAL SAFETY TECHNOLOGIES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that David M.Dorgan,City Manager,be and is hereby authorized and directed to execute an Equipment Purchase and Support Agreement on behalf of the City of Elgin with Digital Safety Technologies, Inc. for a surveillance system for the police department,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: August 25, 2004 Adopted: August 25, 2004 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk EQUIPMENT PURCHASE AND SUPPORT AGREEMENT THIS AGREEMENT,made this 17 day of August, 2004 between Digital Safety Technologies, Inc.,a Tennessee corporation(the"Company")and The City of Elgin,Illinois,a municipal corporation (the"Customer"). RECITALS WHEREAS,the Company is engaged in the business of developing,marketing and selling video, audio and data systems (fixed and mobile), which is a value-added service that provides a link between contracted locations and persons designated by the Customer desiring to observe activities at such locations;and WHEREAS, the Customer desires to purchase from the Company certain video, audio and data equipment and to license certain software applications from the Company,more particularly described on Attachment A attached hereto(the"Equipment"), for use at Customer's facilities and locations described on Attachment B attached hereto (the"Locations"), with the support services by Company described on Attachment C attached hereto(the"Support"). NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations,warranties and agreements contained herein,the parties do hereby agree as follows: 1. Purchase of Equipment and Support Services. The Customer agrees to purchase and the Company, by acceptance of this Agreement, agrees to sell the Equipment and Support on the following terms and conditions. Title to the Equipment shall pass to Customer following installation upon payment in full of the System Price as set forth on Attachment D hereto. 2. Software License. (a) The Company hereby grants Customer, upon receipt of the Equipment, a non- transferable, non-exclusive license to use the software applications set forth in Attachment A (the "Software"), subject to the restrictions contained in this Agreement, for the purposes for which it is installed at the Locations. (b) The Company hereby grants to Customer the non-exclusive license to access and use the Company's services on the Internet, and the Company acknowledges that such services provided by the Company are an integral part of the Equipment. The foregoing rights of access will be subject to the following restrictions: • The Software, including its documentation, is copyrighted by the Company. Customer may not copy or otherwise reproduce the Software or any part of it,except with the prior written consent of the Company. • The original and any backup copies of the Software are intended for Customer's sole use in connection with the Equipment. Customer may not transfer, disclose, 1 Elgin/DST Agreement sublicense or distribute copies of all or any part of the Software to any person without the Company's written consent. • The Software and all intellectual property rights associated with the Equipment are and as between the parties shall at all times remain the sole and exclusive property of the Company. Nothing contained herein shall restrict the Company from using, licensing, distributing, selling or otherwise transferring the Software (or any portion thereof) or any intellectual property rights associated with the Equipment in any manner as the Company deems appropriate. • Customer will not modify or alter the working design of Equipment or Software contained in the Equipment in any manner. Customer has the right to modify the placement of the Equipment at any time in its vehicles. 3. Payment Schedule. In consideration of the foregoing, Customer agrees to pay the Company the charges set forth on the Payment Schedule,which is attached hereto as Attachment D and made a part hereof. All Equipment charges are due upon delivery and installation charges are due upon successful installation and proven operation. 4. Initial Term; Renewal. This Agreement will remain in force for a period of one(1)year from the date hereof(the"Initial Term"). 5. Access. The Customer hereby grants the Company the right, at any time, with reasonable written notice to Customer, to repair, replace, remove, and inspect the Equipment at any of the Locations. Customer grants to the Company the right to enter the Locations at any time during normal business hours for the purpose of repairing,replacing,removing, inspecting, or observing the Equipment. The Company further reserves the right and the Customer expressly grants to the Company the right to remotely access the Equipment installed herein for the Company's purposes, including inspection, review,or demonstration of the Equipment's capabilities. 6. Installation. The Company agrees to install the Equipment in a workmanlike manner in accordance with the following conditions: (a) Customer shall provide a suitable installation environment for the Equipment at all Locations and shall make all vehicles into which Equipment is to be installed, if applicable,available at one or more of the Locations. (b) Customer will coordinate with the Company or its contractor for the installation and make the Locations available without interruption during Company's normal working hours as provided on Attachment A, 8:00 AM to 5:00 PM, Monday through Friday, excluding holidays. (c) Customer agrees to allow Company,with approvals from Customer,to mount equipment within the predetermined scope of location as identified in Attachment B. 7. Additional Equipment. Customer may at any time during this Agreement order additional features or equipment offered by the Company for installation at the Locations or at additional locations subject to availability and then prevailing prices, terms and conditions. Commencing on the date of installation of an additional feature or piece of equipment, the limited warranties set forth on 2 Elgin/DST Agreement Attachment C shall apply with respect to such additional features or equipment as if the Initial Term commenced on the date of installation. 8. Limited Warranty; Repairs. The Equipment and Software installed under this Agreement shall be covered by the limited warranties included on Attachment C to this Agreement. The Company further agrees to perform ordinary maintenance and repairs to the Equipment necessitated by normal wear and tear. Labor and material required to repair or replace components or to make adjustments to the Equipment due to normal wear and tear will be free of charge. Service pursuant to the warranty will be furnished during the Company's normal working hours. Services rendered outside the normal working hours of the Company are not within the scope of this warranty and any services requested to be performed at such times will be charged at the Company's then applicable rates. The conditions not covered by the foregoing are as follows: • Damage resulting from accidents,act of God,alterations,misuse,tampering or abuse. • Failure of Customer to properly follow operating instructions provided by the Company at the time of installation or at a later date. • Temporary interruptions in service or other problems with telephone communications equipment. • Trouble due to interruption in electrical power. • The expense of extraordinary maintenance and repair due to,alterations of the Equipment made at the request of the Customer or made necessary by,damage to the Equipment or to any causes beyond the control of the Company. • The Company shall not be liable for any incidental or consequential damage caused by the delay of repairs or otherwise. During the Initial Term of this Agreement and any renewal term, Customer shall not allow anyone other than the Company to examine, disassemble or inspect the Equipment, installation, or wiring thereof, including all hardware constituting a part of, and software being implemented by, the Equipment. 9. Limitations of Liability. 9.1 THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER EXPRESS WARRANTIES AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE EXCLUSIVE REMEDY OF THE CUSTOMER HEREUNDER WILL BE REPAIR OR REPLACEMENT AS DESCRIBED ABOVE. THE CUSTOMER AGREES TO ASSUME ALL RISK AND TO HOLD THE COMPANY HARMLESS FROM ALL LIABILITY AND DAMAGES CAUSED BY THE EQUIPMENT OR THE TRANSMISSION OF INFORMATION. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE AND HOWEVER OCCASIONED, WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY BY THE COMPANY, THE NEGLIGENCE OF THE COMPANY, OR OTHERWISE. NO AGENT, EMPLOYEE OR REPRESENTATNE OF THE COMPANY OR ANY OTHER PERSON IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY IN ANY RESPECT. NEITHER THE COMPANY NOR ANY 3 Elgin/DST Agreement EMPLOYEE, AGENT OR LICENSOR WARRANT THAT THE SERVICES PROVIDED BY THE COMPANY THROUGH THE EQUIPMENT AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EQUIPMENT OR SOFTWARE OR AS TO THE RELIABILITY OF ANY SUCH SERVICE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DATA LOSS, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS,COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION. 9.2. The use of the Equipment and Software will be under Customer's exclusive management and control and at Customer's sole risk. The Customer will be responsible for assuring the proper and lawful use, management and supervision of the Equipment and Software, operating methods and procedures, for establishing the necessary control over access to data, and for establishing all proper systems and procedures necessary for the Customer's intended use of the Equipment and Software and the security of the data stored in the Equipment. 9.3. The Company will not be liable for personal injury or property damage, except the company shall be liable up to$1,000,000 per occurrence for personal injury or property damage caused by the Company's negligence. 9.4 The Company's liability with respect to the Equipment and Software or any additional equipment or software purchased by Customer will not exceed the purchase price paid by Customer for that product. 10. Replacement at Company's Option. If the Equipment is unusable as a result of a condition contemplated and covered by the Company's limited warranty as described above so as to render the equipment temporarily unusable or partially unfit for the use or purpose for which the same are intended and is repairable within a reasonable time after written notice of the damage is given by the Customer to the Company, the Company, at it's sole option, may replace the Equipment rather than repair it. 11. Requests to Third Parties. Subject to prior approval the Customer hereby authorizes the Company to make request for information, service, orders or equipment in any respect on behalf of the Customer to a telephone company or other entity providing facilities or services for transmission of signals under this Agreement. 12. Additional Representations,Warranties and Covenants of Customer. Customer hereby represents and warrants to the Company as follows: (a) The execution, delivery and performance by Customer of this Agreement has been duly authorized by all necessary action on behalf of Customer and does not and will not contravene any law,governmental rule,regulation or order binding on Customer; (b) Neither the execution and delivery of this Agreement, nor the consummation by Customer of any of the transactions contemplated hereby require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of any governmental authority or agency, which has not been obtained, given or taken; 4 Elgin/DST Agreement (c) Customer has requested the Equipment and Support specified in this Agreement solely for Customer's use and benefit and not for the use of any third party; (d) Customer owns the Locations or has the authority to engage the Company to carry out the installation in the Locations; (e) Customer shall maintain the Equipment in good working order and use the Equipment in accordance with all operating instructions and manuals; (f) Customer shall not use or permit any part of the Equipment or Software to be used for any improper purpose or purpose prohibited by applicable State, County, City or federal laws,rules or regulations;and (g) Customer will comply with all laws, codes and regulations pertaining to the Equipment and/or services that are the subjects of this Agreement. 13. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable,the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. 14. Assignment. The Company may assign its rights under this Agreement without Customer's consent, but will remain bound by all obligations herein. Customer may not assign, sublease, lend or grant to any third party its rights under this Agreement or the right to use the Equipment and Software without the Company's prior written consent. 15. Governing Law. This Agreement shall be governed by the laws of the State of Illinois. It constitutes the complete and exclusive statement of the agreement between the parties which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Venue for the resolution of any dispute under this agreement shall lie in the Circuit Court of Kane County,Illinois. 16. Unlawful Use. Use of the equipment for any unlawful purpose or in an unlawful manner, for any improper or unintended use or by anyone other than the Customer or Customer's employees is strictly prohibited and constitutes a breach of this Agreement. 17. Additional Information. The Company may, from time to time, make available to Customer such additional information as the Company may, in its sole discretion, determine to make a part of the services provided under this Agreement. This additional information may include,but is not limited to, system information and upgrades, public service information and third party product or service advertisements. 18. Default. With notice as set forth below,and without recourse by the Company, the Customer may terminate this Agreement if any of the following occurs: A. The Company fails to perform required work within the time specified,or any authorized extension thereof B. The Company fails to satisfactorily perform work in conformance with this Agreement and/or to the reasonable satisfaction of the Customer. 5 Elgin/DST Agreement In the event the City intends to terminate this Agreement for any of reasons above, the City shall provide a written notice to cure, identifying the nature of the alleged basis for termination with reasonable specificity, and advising the Company of the City's intent to terminate this Agreement. All further actions shall conform to the following procedures: The Company shall cure any default within thirty(30)days after receipt of such notice or such longer period of time as the Customer may specify in such notice,either cure such alleged failure or,in a written response to the Customer,present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. The Customer shall determine(a)whether a failure to comply with a material provision has occurred; (b)whether such failure is excusable;(c)whether such failure has been cured or will be cured by the Company; and(d)whether any proposed cure is reasonable. The Company shall make available to the City,if requested, any records,documents or other information that is not privileged and/or proprietary in nature and that the City reasonably deems necessary to make the determination. If the Customer determines that a failure to comply with a material provision has occurred and that such failure is not excusable and has not been or will not be cured by the Company in a manner and in accordance with a schedule reasonably satisfactory to the Customer,the Customer may terminate the Agreement. 19. Rights Cumulative. The rights and remedies of the parties provided for under this Agreement are in addition to any other rights and remedies provided by law. The failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall not exclude or waive the right to use another. 6 Elgin/DST Agreement IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed and delivered by its duly authorized representative as of the date set forth above. BEFORE SIGNING THIS AGREEMENT,THE CUSTOMER HAS THOROUGHLY READ THIS AGREEMENT AND UNDERSTANDS ALL TERMS AND CONDITIONS HEREOF. DIGITAL SAFETY TECHNOLOGIES INC. CUSTOMER iBY . ai A` � ._�......f ------- C TITLE:President/CEO TITLE• _,d. ,` v%,fi • DATE: kh?by DATE: �, �— / V - 1 556 Metroplex Drive 151 Douglas Street Nashville,TN 37211 Elgin,IL 60120 (615) 837-6000 (847)289-2761 7 Elgin/DST Agreement Attachment A Equipment Schedule UNITS DESCRIPTION A. 3 Portable DigitalPatroller® (Mobile Server,Camera,LCD Control Monitor, Camera mounting Hardware,Wiring and Connectors) $17,250 B. 3 Carrying cases for portable DigitalPatrollers® $ 1,200 C. 3 STC-R640 remote-head cameras—full assembly $ 6,900 D. 3 EVI-D70 PTZ cameras with custom remote control software for DigitalPatroller® $ 6,000 E. 1 Fixed DigitalPatroller®for surveillance van with same equipment as above $ 5,750 F. 1 Mast-Mounted PTZ Camera w/remote-control panel for van with $ 7,000 Power supply G. 1 Provision for 4 wireless data modems,antennas and receiver hardware $15,000 H. 1 Configuration/Partitioning of current data storage for surveillance $ 2,000 I. 1 Data Management Software(License for 4 Surveillance Vehicles) $ 1,400 J. 1 DigitalPatroller®Custom Installation in Marked Van $ 500 K. 1 Project Management and Travel $ 6,000 L. 1 Estimated Shipping $ 1,000 *Note—Remote previewing can only be accomplished with a wireless connection. Communication modems are NOT included in the price of the DigitalPatroller® units, but may be quoted upon request. DST anticipates that Elgin PD will use AT&T's EDGE service as its means of communication and will provide EPD with the cost of the transmission hardware as soon as the AT&T supplier informs us of that cost. Any monthly recurring service fees for that service will be the responsibility of the department. This contract is intended to be the "base" of system needs for the surveillance unit and it is anticipated that EPD will be able to more correctly identify its additional specialized camera needs as it applies the base technology to vehicles in the field. Installation Schedule Digital Safety Technologies, Inc. will begin implementation of the project upon receipt of the executed Contract and down payment. The estimated completion date of the installation shall be 60 calendar days from receipt of the Contract and down payment. The estimated time for completion assumes no delays related to weather,acts of God or other causes beyond the control of Digital Safety Technologies,Inc. 8 Elgin/DST Agreement Attachment B Locations Elgin Police Department 151 Douglas Elgin,IL 60120 9 Elgin/DST Agreement Attachment C Service and SupportWarranty Limited Software Warranty-Company warrants that for a period of one year from the date of shipment from Company the software furnished will be free of defects in materials and workmanship under normal use. This warranty extends only to the original licensee.The exclusive remedy and the entire liability of the Company and its suppliers under this warranty will be,at the Company's or its service center's option,repair or replacement. Limited DigitalPatroller®Warranty-Company warrants that for a period of one year from the date of shipment from Company,DigitalPatroller®will be free from defects in material and workmanship under normal use. This warranty extends only to original purchaser.The exclusive remedy and the entire liability of the Company and its suppliers under this warranty will be the charge of the Company or its service center to replace or repair upon return of the DigitalPatroller®to the Company freight pre-paid.Company replacement parts used in DigitalPatroller® repair may be new or equivalent to new as determined by Company. Standard phone response time to a system failure is I business day(8:00AM—5:00PM Monday thru Friday). Standard response to repair a system failure is 3- 4 business days. Expedited service is available upon request for an additional fee. Software Upgrade-From time to time,Company may develop new versions of or supplements to the software and make such new versions or supplements available to Company's customers. At Company's option,upgraded or supplemented versions may be made available free of charge to Company's customers or may include additional features,programs or products available for purchase by customers. Company will notify customer of the availability of upgraded or supplemented software as it is developed. Technical Support Telephone Line-Company technical support lines are operational during normal business hours(9:00 AM—5:30 PM Monday through Friday,Central Time). The customer service number is 1-888-972- 1808. Extended Warranty-Extended warranty options not included in the original purchase are available from Company upon request. Additional one-year extended periods of DigitalPatroller®warranties shall be billed at annual rate of $300.00 per covered DigitalPatroller®unit.Extended warranties must be purchased sixty(60)days prior to conclusion of initial Company warranty.Company has the right to decline extended DigitalPatroller®and software service,support and warranty options after three(3)years. Non-Warranty Support-Service and support not covered by the limited warranties or extended warranties contained herein are available at Company's applicable hourly service charge(s)in effect at the time service is requested. THE ABOVE LIMITED WARRANTY IS IN LIEU OF ALL OTHER EXPRESS WARRANTIES AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.THE EXCLUSIVE REMEDY OF THE CUSTOMER HEREUNDER WILL BE REPAIR OR REPLACEMENT AS DESCRIBED ABOVE.THE CUSTOMER AGREES TO ASSUME ALL RISK AND TO HOLD THE COMPANY HARMLESS FROM ALL LIABILITY,PROPERTY DAMAGE AND PERSONAL INJURIES CAUSED BY THE EQUIPMENT OR THE TRANSMISSION OF INFORMATION.UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING,WITHOUT LIMITATION,DAMAGES FOR PERSONAL INJURY OR DAMAGES TO PROPERTY,AND HOWEVER OCCASIONED,WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY BY THE COMPANY,THE NEGLIGENCE OF THE COMPANY,OR OTHERWISE. THE COMPANY'S LIABILITY HEREUNDER WILL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT AND SOFTWARE. NO AGENT,EMPLOYEE OR REPRESENTATIVE OF THE COMPANY OR ANY OTHER PERSON IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY IN ANY RESPECT. CUSTOMER EXPRESSLY AGREES THAT USE OF THE EQUIPMENT AND SOFTWARE IS AT CUSTOMER'S SOLE RISK.NEITHER THE COMPANY NOR ANY EMPLOYEE,AGENT OR LICENSOR WARRANT THAT THE SERVICES PROVIDED BY THE COMPANY THROUGH THE EQUIPMENT AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE;NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EQUIPMENT OR SOFTWARE OR AS TO THE RELIABILITY OF ANY SUCH SERVICE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE,ERROR,OMISSION,INTERRUPTION,DELETION,DEFECT,DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS,COMMUNICATION LINE FAILURE,THEFT OR DESTRUCTION. 10 Elgin/DST Agreement Attachment D Payment Schedule The Customer agrees to pay the Company the initial pro-rated "System Price" as listed below upon successful execution of this Contract. Total System Price $ 70,000 Down Payment(10%) $ 7,000 Payment Upon Delivery of Equipment(80%) $ 56,000 Final Payment Upon Successful Installation(10%) $ 7,000 11 Elgin/DST Agreement • G\� of ECC ti • Agenda Item No. City of Elgin ,b.`1 dlll • Ark .4ripkk August 6, 2004 I TO Mayor and Members of the City Council N #1 SAFE COMMUNITY FROM: David M. Dorgan, City Manager Robert Beeter, Police Deputy Chief for Investigative Services SUBJECT: Contract for Surveillance System with Digital Safety Technology PURPOSE The purpose of this memorandum is to provide the Mayor and members of City Council with information to consider entering into a contract with Digital Safety Technologies to supply a surveillance system for the Police Department. RECOMMENDATION It is recommended that the City Council authorize this contract with Digital Safety Technology ' as a sole source for $70,000. BACKGROUND In an effort to reduce gang crime in Elgin, the City recommended the implementation of surveillance camera technology in our community this fiscal year. The proposed surveillance system was developed in a combined effort by the Police Department's Gang Unit and Surveillance Unit. The Police Department has reviewed surveillance camera systems in other jurisdictions and our own department's recent experience with our digital in-car video systems. The system proposed will morph the currently used Digital Patroller system to provide continuous, unmonitored cameras that can be placed overtly or covertly to monitor areas of interest. They will be capable of being manipulated covertly by the surveillance unit and they will preserve video evidence of any crime they may "see". The proposed contract calls for a total of three complete systems. One system will be overt, placed in our own rehabilitated surveillance van. Two separate covert systems can be mounted in any of the variety undercover vehicles available to the department or in homes or other remote locations. The attached contract has been negotiated by the Police Department.. Since this system is highly customized, it is not possible to bid this work. The Police Department worked with Digital Safety Technologies on our squad video project and we have a great deal of confidence in their ability to perform the requested work to the City's satisfaction. . Surveillance Equipment rik August 6, 2004 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. ly/A...FINANCIAL IMPACT There are sufficient funds available ($91,570) in account number 275-0000-791.92-46 — Riverboat Fund - Capital Additions, project number 239527— Police Surveillance Cameras, to award this $70,000 contract to Digital Safety Technologies. The original budget for the project was $100,000. 01)LEGAL IMPACT Sole source procurements are authorized pursuant to Chapter 5.14 of the Elgin Municipal Code. ALTERNATIVES 1. The City Council may decide not to purchase this type of equipment for use by the Police Department rib* 2. The City may direct that a bid be prepared to purchase current technology for use by the Police Department. Respectfully submitted for Council consideration. jjb Attachments r