HomeMy WebLinkAbout24-237 Resolution No. 24-237
RESOLUTION
AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT WITH
HIGHERGROUND, INC. FOR LIVE911 SOFTWARE SYSTEM AND SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin
with HigherGround, Inc., for Live911 software system and services, a copy of which is attached
hereto and made a part hereof by reference.
s/ David J. Kaptain
David J. Kaptain, Mayor
Presented: October 23, 2024
Adopted: October 23, 2024
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 23rd day of
October 2024, by and between the City of Elgin, Illinois, a municipal corporation
(hereinafter referred to as "City") and HigherGround, Inc., a California corporation (hereinafter
referred to as "Seller").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the Parties hereto
hereby agree as follows:
1. PURCHASE. City shall purchase and Seller shall sell and install the goods
and/or services to the City as described in the seven(7)page proposal and sales agreement, dated
June 25,2024,attached hereto and made a part hereof as Attachment A.
2. TERMS. This Agreement shall be subject to the terms and conditions contained
herein and as provided by Attachment A, which is attached hereto and made a part hereof. In the
event of any conflict between any of the terms and provisions this Agreement and Attachment A,
the terms and provisions of this Agreement shall supersede and control.
3. LAW/VENUE. This Agreement is subject to and governed by the laws of the
State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising
out of or in connection with this Agreement shall be the Circuit Court of Kane County, Illinois.
Seller hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,
Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes
of any lawsuit brought pursuant to this Agreement or the subject matter hereof;and Seller agrees
that service by first class U.S. mail to HigherGround, Inc., 275 E. Hillcrest Drive, Suite #160-
108, Thousand Oaks, CA 91360 shall constitute effective service. The Parties hereto waive any
rights to a jury.
4. NO MODIFICATION. There shall be no modification of this Agreement,
except in a writing instrument executed by both Parties with the same formalities as the original
Agreement.
5. MERGER. This Agreement embodies the whole Agreement of the Parties.
There are no promises, terms, conditions or obligations other than those contained herein, and
this Agreement shall supersede all previous communications, representations or Agreements,
either verbal,written or implied between the Parties hereto.
6. INTEREST. Seller hereby waives any and all claims or rights to interest on
money claimed to be due pursuant to this Agreement, and waives any and all such rights to
interest to which it may otherwise be entitled pursuant to law, including, but not limited to,
pursuant to the Local Government Prompt Payment Act(50 ILCS 505/1,et seq.),as amended, or
the Illinois Interest Act (815 ILCS 205/1,et seq.), as amended. The provisions of this paragraph
shall survive any expiration, completion and/or termination of this Agreement.
7. SEVERABILITY. The terms of this Agreement shall be severable. In the event
any of the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason, the remainder of this Agreement shall remain in full force and
effect.
8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this
Agreement, it is expressly agreed and understood that in connection with the performance of this
Agreement, Seller shall comply with all applicable federal, state, city and other requirements of
law, including, but not limited to, any applicable requirements regarding prevailing wages,
minimum wage,workplace safety, nondiscrimination and legal status of employees.
9. COUNTERPARTS AND EXECUTION. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall constitute one and the
same Agreement. This Agreement may be executed electronically, and any signed copy of this
Agreement transmitted by facsimile machine, email, or other electronic means shall be treated in
all manners and respects as an original document. The signature of any party on a copy of this
Agreement transmitted by facsimile machine, email, or other electronic means shall be
considered for these purposes an original signature and shall have the same legal effect as an
original signature.
10. PAYMENT. City shall pay the total sum of Forty-Seven Thousand Eight
Hundred and Eighty Dollars ($47,880.00) within thirty (30) days of City's receipt of invoice. If
City chooses to continue using the services described in Attachment A after the initial one-year
period, City agrees to pay the total sum of Forty Six Thousand Five Hundred Dollars
($46,500.00) for each subsequent one-year period during which it elects to continue using such
services. The aforementioned sums are inclusive of all freight and shipping costs. The City of
Elgin is a tax-exempt governmental entity.
11. LIMITATION OF DAMAGES. In no event shall City be liable for any
monetary damages in excess of the purchase price contemplated by this Agreement. In no event
shall City be liable for any consequential, special or punitive damages, or any damages resulting
from loss of profit.
12. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to
the City upon delivery and installation of the goods.
13. INDEMNIFICATION. To the fullest extent permitted by law, Seller agrees to
and shall indemnify, and hold harmless the City, its officers, employees, boards and
commissions from and against any and all claims, suits, judgments, costs, attorney's fees,
damages or any and all other relief or liability arising out of or resulting from or through or
alleged to arise out of any acts or negligent acts or omissions of Seller or Seller's officers,
employees, agents or subcontractors in the performance of this Agreement, including but not
limited to, all goods delivered or services or work performed hereunder. In the event of any
action against the City, its officers, employees, agents, boards or commissions covered by the
foregoing duty to indemnify and hold harmless,such action shall be defended by legal counsel of
the City's choosing.
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14. WARRANTY. All applicable warranties, including but not limited to any and all
applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for
a particular purpose, are included as part of this Agreement, and shall apply to all goods,
accessories,components, and services to the benefit of the City.
15. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be
construed so as to create a joint venture, partnership, employment or other agency relationship
between the Parties hereto.
16. WAIVER. Neither party hereto shall be responsible for any consequential,
indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to
enforce any rights by either party arising out of or pursuant to this Agreement shall not
constitute,and shall not be construed as,a waiver of any such rights.
17. LIMITATION OF ACTIONS. The Parties hereto agree that any action by the
Seller arising out of this Agreement must be filed within one year of the date the alleged cause of
action arose or the same will be time-barred.
18. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
19. NONDISCRIMINATION. The Seller will not discriminate against any
employee or applicant for employment because of race, color, religion, sex, national origin, age,
ancestry, order of protection status, familial status, marital status, physical or mental disability,
military status, sexual orientation, or unfavorable discharge from military service which would
not interfere with the efficient performance of the job in question. The Seller will take
affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and
will require any subcontractor to submit to the City a written commitment to comply with those
provisions. The Seller will distribute copies of this commitment to all persons who participate in
recruitment, screening, referral and selection of job applicants, prospective job applicants, and
subcontractors.
SIGNATURE PAGE FOLLOWS
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The persons signing this Agreement certifies that s/he has been authorized by the Seller to
commit the Seller contractually and has been authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the Parties have hereto set their hands the day and year first above
written.
HIGHERGROUND, INC. C ELGIN
Mike Halliwell
Print Name Richard G. Kozal, ity Manager
z Attest:
Signature
Vice President, Sales
Title ity Clerk
Legal Dept\AgreemenNiigherGroundSoftware Agr Live9l 1-7-19-24.docx
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ATTACHMENT A .8:•:.:pal
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H1GHERGROUND
SOLUTION PROPOSAL
Prepared for:
Elgin Police Department
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LivE9tiTM
Powered by HigherGround
Prepared by:
Danny Aultman, Account Manager
Direct: 740-834-9978
E-mail: daultman(cD_live911.com
Delivered: 06/25/2024
6/25/2024 Solution Proposal Pagel on
818.456.1600 www.highergrou►d.com 275 E Hitiaest Drive,Ste.160-108,Thousand Oaks,CA 91360
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HIGHERGROUND
SOLUTION SUMMARY &PRICING
Live911 provides the ability for first responders in the field,as well as any support personnel such as Watch
Commanders, UAS Operators(DFR), Real Time Crime Center(RTCC) Staff, Incident Commanders, EOC
Staff, SRO's etc., to monitor the location and audio of incoming 911 emergency calls. The geotagged call
is provided to those field personnel within a pre-determined radius. The intent is to provide first responders
with the most immediate and complete information of an ongoing emergency incident.
Live911 Solution-50 Licenses Price
Software(annual recurring cost)
Base Software and 5 Concurrent Licenses $6,000
Additional Concurrent Licenses:45($900 each) $40,500
Total Annual Cost $46,500
Professional Services(one-time cost)
Remote Installation and Configuration $785
Remote Virtual Basic Training $595
Total One-Time Cost $1,380
Total Initial Investment $47,880
Initial payment terms: 100%payment is due within 30 days after software installation and upon invoice.
Remote based training is provided.
The Base License fee and the Additional License fee(s) are annual recurring charges ($46,500). If the
renewal fees are paid,the service will continue.
Maintenance and upgrades to the software are included in the renewal fees.
Customer to provide server or VM equivalent with minimum:
• Windows 2019 or 2022
• Intel Xeon Quad-Core or Better
• 32GB RAM
• Hard Drives:
• 2 x 6GB/S SATA Drives in a RAID-1 Configuration (SSDs are recommended)
• C: 100GB-Operating System and Supporting Applications
• D: Remainder of available drive space with a minimum of 50GB
• Gigabit Server Grade Ethernet Ports(one for LAN, one or more dedicated for VoIP SPAN traffic)
• COM port(if necessary,for AU feed)
• Internet connectivity to HigherGround licensing server using HTTPS port 443
• Live911 Audio: Up to 200 VoIP Call-Taker Positions
• Live911 Streaming: Up to 50 simultaneous Users (additional users require more processor& RAM)
6f252024 Sobrtion Proposal Page 2 of 3
818.456.1600 www.higherpround.corn 275 E.Hitcest Drive,Ste.160-108,Thousand Oaks,CA 91360
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HIOHERGROUND
The customer Is responsible for connecting the Live911 server to the dispatch answering positions audio
via port spanning or SIP, ANI/ALI data feed, RapidSOS and the local LAN.
NETWORK TOPOLOGY
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In this diagram the existing logging recorder and CAD server(in shaded area)are shown for reference only.
Live911 does not connect to either of these.
Live911 receives audio via either a span port on call taker network, or a SIP feed.
Live911 receives caller location information first from the ALI spill. For calls placed from mobile devices a
query is made to RapidSOS to provide more accurate caller position.
The officer's location is obtained through the GPS source in the vehicle's MDT/MDC.
61252024 Solution Proposal Page 3 of 3
818.456.1600.www.higherground.corn•275 E.Hilaest Drive,Ste.160-108.Thousand Oaks,CA 91360
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HIIOHERGROUND
LIVE911 SALES AGREEMENT
This Live911 service Sales Agreement, By and Between, HigherGround, Inc., 275 E. Hillcrest Drive, Ste.
160-108, Thousand Oaks, CA 91360 and the Elgin Police Department, 151 Douglas Avenue, Elgin, IL
60120 is effective on the date of the activation of the service.
Live911 provides the ability for first responders in the field, as well as any support personnel such as
Watch Commanders, UAS Operators(DFR), Real Time Crime Center(RTCC)Staff, Incident
Commanders, EOC Staff, etc.,to monitor the location and audio of incoming 911 emergency calls.The
geotagged call is provided to those field personnel within a pre-determined radius.The intent is to provide
first responders with the most immediate and complete information of an ongoing emergency incident.
Live911 Solution—50 Licenses Price
Software(annual recurring cost)
Base Software and 5 Concurrent Licenses $6,000
Additional Concurrent Licenses:45($900/each) $40,500
Total Annual Cost $46,500
Professional Services(one-time cost)
Remote Installation and Configuration $785
Remote Virtual Basic Training $595
Total One-Time Cost $1,380
Total Initial Investment $47,880
HigherGround will load, configure, and turn up the Live911 software via remote access.
Live911 will be installed on a Customer provided VM or server.
Remote virtual training is provided.
The Base License fee and the Additional License fee(s)are annual recurring charges($46,500). If the
renewal fees are paid,the service will continue.
Maintenance and upgrades to the software are included in the software license fees.
As part of the License maintenance,the Live911 service must have access to the HigherGround system
that periodically checks on the status of the system and the currency of the licenses.
The customer is responsible for connecting the Live911 server to the dispatch answering positions audio
via port spanning or SIP,ANI/AU data feed, RapidSOS and the local LAN.
818.456.1600 www.higherground.com.275 E Hillcrest Drive,Ste. 160-108,Thousand Oaks,CA 91360
Page 1 of 2
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HIGHERGROUND
Additional Terms&Conditions
1. The Customer is granted a License to use the Software within the scope and terms of this
Agreement.
2. The Software is protected by copyright laws and international copyright treaties as well as other
laws and conventions related to intellectual property. In relation to the Customer, the intellectual
property rights to the Software remain exclusively with HigherGround or, where applicable, with
HigherGround's suppliers and partners.
3. Neither the Software itself nor the right to use the Software may, without the prior written consent,
be rented-out or leased-out, borrowed-out, or sub-licensed. The Software may not be duplicated or
copied, either in part or in whole.
4. 100% payment is due within 30 days after software installation and upon invoice.
City of Elgin HigherGround, Inc.
Authorized Signature Authorized Signature
Mike Halliwell
Print Name Print Name
Vice President, Sales
Print Title Print Title
07/04/2024
Date Date
818.456.1600 o www.higherground.com t 275 E. Hillcrest Drive,Ste. 160-108,Thousand Oaks,CA 91360
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In emergency response every second matters. Live911 enables officers in the field to hear
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time as call taker displayed on map updates and location changes
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HigherGround develops solution-based software for mission-critical communications.Our Uve911 software is the industry's first
technology to securely livestream 911 emergency calls directly to officers in the field and provide precise GPS map location of
the caller.The Capture911 recording and incident reconstruction solution is an innovation leader in public safety that has been
deployed in thousands of organizations across the United States. _
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Go to Live911.Com
United States Patent No.11,206,327
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' , SUCCESS STORIES
LiVE911
Live911 deployments benefiting Police Departments
and Sheriff's Offices across America
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K,*' Live911 complements existing dispatch operations by giving
r first responders all the information available at the earliest
, , ' " .;a possible moment. I'm proud to have worked with
1 0 HigherGround to turn my vision Into a reality.
- Fritz Reber,Reared Police Caplan and Uve911 Visionary
In the first 30 days we saved 3 lives Uve911 is a remarkable
tool that has helped us to arrive at emergencies quicker and t'rrw'saves lives.it's a game changer! 'a'.'• %t `�
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-Sheriff Grady Judd.Polk County Sheriff n r 'Of 1
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-Sheriff Daniel CovecieX Douglas County Sheriff's Office
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We were able to meet our priority one response time goals for *ic * a
the first time in 10 years. Live911 allows our officer to set a
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geofence in their particular beat and listen to incoming 911 i
calls and get there a lot quicker, i
-Chief Roxana Kennedy.Chula Vista Police Department P.
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For more information, visit vsnvw.live911.com