02-141 Resolution No. 02-141
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 Olufemi Folarin, Interim 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 digital cameras for patrol cars, a
copy of which is attached hereto and made a part hereof by
reference .
s/ Ed Schock
Ed Schock, Mayor
Presented: April 10 , 2002
Adopted: April 10, 2002
Vote : Yeas : 6 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
EQUIPMENT PURCHASE AND SUPPORT AGREEMENT
THIS AGREEMENT, made this 1:21j/day of perch 2002 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,
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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 Equipment or Software contained in the
Equipment in any manner.
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 or without 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 understands that Equipment installation will necessitate drilling and placing of
equipment.
(d) Customer agrees to allow Company, at its discretion, to mount equipment within the
predetermined scope of location.
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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
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 in the Locations,
alterations of the Equipment made at the request of the Customer or made necessary by
changes to the Locations, damage to the Locations 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
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•
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 REPRESENTATIVE OF
THE COMPANY OR ANY OTHER PERSON IS AUTHORIZED TO MODIFY THIS
LIMITED WARRANTY IN ANY RESPECT. 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 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. 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:
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(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;
(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 Tennessee. 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.
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.
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18. Default. In the event Customer shall fail to pay any one or more payments as set forth on Attachment
D hereto, as and when due, the Company may terminate this Agreement immediately and repossess
the Equipment and Software.
Following installation of the Equipment and Software,upon the occurrence of any one or more of
the following events:
• Customer's failure to pay any additional amounts owing or accruing hereunder, as and
when due;
• Customer's breach or non-compliance with any term, condition or covenant of this
Agreement; or
• The filing of a petition in bankruptcy by or against the Customer, or any assignment for
the benefit of creditors made by the Customer, or appointment of a receiver of
Customer's property,
the Company may at its option: (i)accelerate and make due and payable all such additional payments,
immediately upon giving notice to the Customer; (ii) whether the above option is exercised or not,
terminate this Agreement. The rights of the Company to such remedies will be and remain in full
force and effect continuously after the happening of any one or more of said events, and the failure of
the Company to exercise such rights will not be deemed a waiver or relinquishment thereof. Nothing
herein will bar the recovery of the monthly payments or damages for breach of any of the terms,
conditions or covenant on the parts of the Customer herein contained. The receipt of a payment from
the Customer after breach or conditions broken will not be deemed a waiver or forfeiture of the right
of the Company to terminate. The foregoing remedies shall be in addition to any other remedies, in
law or in equity, available to the Company upon the occurrence of an event of default under this
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
•
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6981 Eastgate Blvd. 151 Douglas
Lebanon,TN 37090 Elgin, IL 60120
(615)444-4585 (847) 289-2761
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Attachment A
Equipment Schedule
UNITS DESCRIPTION
A. 22 DigitalPatroller(Mobile Server, Camera, LCD Control Monitor, Mounting
Hardware,Wiring and Connectors, Operating Software License)
B. 22 DataTalker(Wireless Digital Microphone and One Set of Batteries)
C. 4 Docking Station(Four Car Docking Station for Simultaneous Download)
D. 1 Data Storage Server System(90 Day Archival Capacity for 22 Cars=449.5 GB)
• Server with Hard Drive Array and Necessary Hard Drives
• Battery Back-up
• Equipment Cabinet
• KVM Switch
• Communications Equipment(Data Storage Server to DigitalPatroller)
E. 1 Data Retrieval Workstation(Utilized for Review and Duplication of Data)
F. 1 Data Management Software(Licensed Copy for Archived Data Management)
G. 22 DigitalPatroller Installations and Calibrations
H. 1 Data Storage Server System Installation and Calibration
I. 4 Installation of Four-Car Docking Station
J. 1 Train the Trainer Training(Maximum of Five Customer Personnel)
*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. Modems must conform to existing public or private networks in your geographic region.
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.
744356.4
Attachment C
Service and Support
Limited Warranty- Company warrants that for a period of one year from the date of shipment from
Company the products 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.
Hardware Warranty-Company warrants that for a period of one year from the date of shipment from
Company,the hardware 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 hardware to the Company freight pre-paid. Company replacement parts used in
hardware repair may be new or equivalent to new.
Software Upgrade-As a Company warranty customer,any and all applicable software upgrades for
products will be furnished to the Customer as dictated by their development and after having successfully
completed all testing.
800 Technical Support Telephone Line—The Company technical support 800-telephone line shall
remain operational during normal business hours (8:00AM—5:00PM Monday thru Friday). The
Customer Service number is toll free 1-888-972-1808.
Extended Warranty—Extended warranty options are available from the company and upgraded
warranty options will be described in Attachment E if applicable.
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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. All additional work will be billed at$150.00 per hour.
Total System Price $264,538
Down Payment(10%) $26,454
Payment Upon Delivery of Equipment(80%) $211,630
Final Payment Upon Successful Installation(10%) $26,454
Travel and Living Expense-Travel and lodging will be billed at the actual and reasonable rate.
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Attachment E
Extended Service and Support Option
The following service and support options may be purchased to extend the basic service and support. A
fee equal to 15%of the total purchase price will assessed to extend the service and support.
Limited Warranty -Company warrants that for a period of one year from the date of shipment from
Company the products 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.
Hardware Warranty-Company warrants that for a period of one year from the date of shipment from
Company,the hardware 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 hardware to the Company freight pre-paid. Company replacement parts used in
hardware repair may be new or equivalent to new.
Software Upgrade-As a Company warranty customer,any and all applicable software upgrades for
products will be furnished to the Customer as dictated by their development and after having successfully
completed all testing.
800 Technical Support Telephone Line—The Company technical support 800-telephone line shall
remain operational during normal business hours (8:00AM—5:00PM Monday thru Friday). The
Customer Service number is toll free 1-888-972-1808.
744356.4
John McConnell
Full Name: Jim Burns
Last Name: Bums
First Name: Jim
Job Title: Deputy Chief
Company: Elgin Police Department
Business Address: 151 Douglas
Elgin, IL 60120
Business: (847) 289-2761
E-mail: DCBURNS @cityofelgin.org
Web Page: http://www.cityofelgin.org
1
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�" City of Elgin
Agenda Item No.
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April 5, 2002
#1
TO: Mayor and Members of the City Council SAFE COMMUNITY
FROM: Olufemi Folarin, Interim City Manager
SUBJECT: Purchase of Digital Cameras for Patrol Cars
PURPOSE
The purpose of this memorandum is to provide the Mayor and members
of the City Council with information to consider entering into a
contract with Digital Safety Technologies for Digital Video cameras
for police squad cars .
BACKGROUND
The Elgin Police Department received two separate grants for the
purchase of video cameras for use in the squads . The goal was to
equip all of our marked fleet (61) with cameras to aid us in
documenting our activities and contacts with the public. The cost
of these digital units is significantly higher than the old analog
technology, resulting in the purchase of only 22 cameras within our
budget .
Recently, departments have been facing increasing pressure to prove
that they are not participating in inappropriate activities in the
course of duties . These allegations have been difficult to defend
against, due to the nature of the job. The use of video cameras
will enable the administration to both see and hear the activities
of our officers and ensure that nothing improper is occurring. The
systems will also enable us to demonstrate to the public the
professionalism of our officers, and thereby reinforce our bond to
the community. Lastly, the systems will enable us to defend
ourselves if improper acts are alleged.
Digital cameras are not new to policing, and the department first
tried a camera as long ago as 1985 . The systems essentially were
hand-held video cameras that did not weather the rigors of police
work well . Over the past ten years, the camera systems have become
more rugged, but they are still ground in the use of analog video
tapes and all of the associated problems . Through the help of a
grant from the Department of Commerce and Community Affairs,
" Digital Video Cameras for Patrol Cars
April 5, 2002
Page 2
obtained through the aid of Senator Steven Raushenburger and
Representative Douglas Hoeft, we began exploring the next
generation of video camera systems . We found that the technology
being developed for live video feed from rescue units would work
well in police cars . We worked with Digital Safety Systems to
develop a Law Enforcement-specific product that is both very rugged
and addresses the problem of recording on analog tapes and the
associated problems of storage and transferring of these tapes . A
digital solution was found, where the events are all captured and
stored digitally and then transferred over a local area network to
a video server, thereby eliminating all of the tape handling and
transferring. This is in place of an estimated 10, 000 tapes that
would need to be stored and the daily retrieval of a tape from each
car, a task that is estimated to take one person at least 35 hours
per week.
There are more benefits to this technology that we will enjoy that
can be demonstrated when the units are installed. These are the
first of their kind in the nation. Other companies are struggling
to develop this technology, but none have a current end-to-end
rk solution similar to these devices from Digital Safety Technology,
making this a sole source procurement .
The Police Department has been deeply involved in the development
of this technology. Research done in the development of this
product found only one other product that was using the concept of
digital capture, storage and transfer of images in a police
vehicle, but their transfer process is not clearly defined, nor
could it be explained or demonstrated by their personnel . That
being the case, the product from Digital Safety Systems is clearly
only available from them and is clearly a sole source for the
complete digital solution.
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
The system has been demonstrated to various other policing agencies
in the area, but the Elgin Police Department will be the first
department operational in the nation.
VIIIk FINANCIAL IMPACT
There are sufficient funds available in account number 010-2308-
731 . 91-48, Capital Replacement Mobile Equipment ($212 , 000) , and the
rk 2000 Bureau of Justice Grant, account number 252-0000-791 . 92-43 ,
project number 239513 ($52 , 538) , to enter into this contract .
Purchase of Digital Cameras for Patrol Cars
April 5, 2002
Page 3
GAL IMPACT
None.
ALTERNATIVES
The City may choose to not pilot the digital camera solution and
use existing analog technology. This move will allow the purchase
of sufficient cameras to cover the entire fleet of 61 marked squads
instead of only 22 with this solution. The problem of how the tapes
will be changed, stored and retrieved must then be overcome .
RECOMMENDATION
It is recommended that the City Council approve this contract for
the digital cameras .
Respectfully submitted,
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Olufemi F 1a� in
Interi C' ty Manager
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