03-39 Resolution No. 03-39
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 ambulance video systems, a copy of
which is attached hereto and made a part hereof by reference .
s/ Ed Schock
Ed Schock, Mayor
Presented: February 12 , 2003
Adopted: February 12 , 2003
Omnibus Vote : Yeas : 6 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
EQUIPMENT PURCHASE AND SUPPORT AGREEMENT
THIS AGREEMENT, made this ,21,e�ay of fwd 7003 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.
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 understands that Equipment installation may necessitate drilling and placing of
equipment.
(d) Customer agrees to allow Company, at its discretion, to mount equipment into Customer
vehicles.
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
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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; Rogirs. 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 shall 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 follow proper 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
CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO THE CUSTOMER OR ANY
OTHER PERSON FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
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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. ReQlacement 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 not 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:
(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;
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(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 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.
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18. Default. In the event that after installation work is completed and successfully tested, Customer fails
to pay the amount as set forth on Attachment D hereto, Company may terminate this Agreement.The
rights of the Company to remedies will remain in full force and effect; failure of the Company to
exercise such rights will not be deemed a waiver or relinquishment thereof. The foregoing remedy
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
BY
BY
�• —
TITLE: / �/� T TITLE:
556 Metroplex Drive 151 Douglas
Nashville,TN 37211 Elgin,IL 60120
(615) 837-6000 (847)289-2761
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Attachment A
Equipment Schedule
UNITS DESCRIPTION
A. 3 DigitalMedic(Mobile Server, Camera,LCD Control Monitor,Mounting
Hardware,Wiring and Connectors, Operating Software License)
B. 1 Live Video Monitoring Software(Licensed Copy for Live Video Management)
C. 1 DigitalMedic Installations and Calibrations
*Note— Remote previewing can only be accomplished with a wireless connection. Communication
modems are NOT included in the price of the DigitalMedic 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. The estimated completion date of the installation is 30 calendar days from receipt of the signed
Contract. 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.
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Attachment B
Locations
These units will be installed in three Emergency Medical Rescue Units as designated by the
Elgin Fire Department and Sherman Hospital at a location mutually agreed upon by Company,
Elgin Fire Department and Sherman Hospital.
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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:OOAM—5:OOPM 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 Company in an amount not to exceed $21,500.00 upon installation for the
equipment listed in Attachment A to be installed and operable with support service in the listed locations
in Attachment B.
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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:OOAM—5:OOPM Monday dim Friday). The
Customer Service number is toll free 1-888-972-1808.
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City of Elgin Agenda Item No
January 17, 2003
TO: Mayor and Members of the City Council SAFE COMMUNITY
FROM: Olufemi Folarin, Interim City Manager
SUBJECT: Approval of Sole Source Purchase of Ambulance Video
Systems from Digital Safety Technologies
PURPOSE
The purpose of this memorandum is to provide the Mayor and
members of the City Council with information to consider the
purchase of three custom video systems, DigitalMedic, for use in
a proof of concept program in cooperation with Sherman Hospital
and the Department of Commerce and Community Affairs (DCCA) .
BACKGROUND
The City of Elgin was awarded a grant from DCCA, with the help
of Representative Hoeft and Senator Rauschenberger, in 2001 for
$30, 000 . The City, through the Technology Action Team (TAT) ,
began working on a proof of concept, enabling live video from a
City ambulance to be viewed directly in the emergency room of
local hospitals . The City worked with Sherman Hospital, a member
of TAT, to explore this concept and develop a beta site to test
the feasibility of this type of technology. Members of TAT began
working with Digital Safety Technologies (DST) , formerly Boykin
Associates, to develop a camera that was capable of broadcasting
live video from an ambulance, using the limited bandwidth
available from current cell phone technology.
Starting in 2001, TAT members began meeting with the hospital
and ambulance crews to determine the requirements and to ask DST
to develop a camera system that would fill this roll .
Coincidentally, this company also became involved with the
police department to develop the first, truly digital squad car
system.
/�. Ambulance Video System purchase
( January 17, 2003
Page 2
A modification of the squad car video, Digital Patroler, is now
ready for testing in three rescue units and has been named
DigitalMedic. DST has proposed to sell and install three units
at the total cost of $21, 500 . In order to maximize our
purchasing power, Sherman Hospital has agreed to supply the
cellular equipment, phone lines, a computer and technical
expertise for this project, estimated at $3, 000 .
No system of this kind currently exists, making DST the sole
provider of this equipment . A test of a mock system was
successful in late 2002, suggesting these units will perform the
desired purpose and are ready for field testing. This project
was originally considered and approved by the City Council on
August 22, 2001 . It is anticipated that all cameras will be
installed and the proof of concept testing will be completed by
mid-year 2003 .
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
Members of the Technology Action Team.
FINANCIAL IMPACT
The contract with Digital Safety Technologies will total
$21, 500 . There are sufficient funds available in account number
010-2301-731 . 92-46, project number 239525 Public Safety Video
Project, to make this purchase . The City received a $30, 000
grant from DCCA in 2002 of which $8, 500 has been spent. No
additional City funds will be required for this purchase.
LEGAL IMPACT
An agreement will need to be prepared.
ALTERNATIVES
1 . Approve the purchase of three custom video systems for use
in a proof of concept program.
2 . Choose not to approve this purchase and the project will
cease and the remaining $21, 500 will be returned to DCCA.
rk
Ambulance Video System purchase
January 17, 2003
Page 3
RLCOMONDATION
It is recommended that the City Council approve the purchase of
three DigitalMedic Video Data Systems from Digital Safety
Technologies as sole source procurement for $21, 500 .
Respectfully submitted,
Olufemi 7ari
Inte
Q i ager
JJB/j j b
Attachment
„�.. Invoice
Invoice#: 10005
}T Invoice Date: Dec. 20, 2002
IWOita/SAfety
TECHNOL0131ES, INC.
Sold To:
SHS - Sherman Hospital
Elgin, IL
Customer PO Payment Terms Due Date
Net 30 Days 2/20/03
Quantity Description Unit Price Extension
3.0 DigitalMedic Video Data System $ 6,500.00 $ 19,500.00
3.0 Installation $ 350.00 $ 1,050.00
1.0 Travel Expenses $ 950.00 $ 950.00
Customer to supply Verizon cellular
equipment, phone line, and computer.
Installation to begin week of 1/20/03
Subtotal $ 21,500.00
Total $ 21,500.00
Mail payment to: Digital Safety Technologies, Inc.
6981 Eastgate Blvd
Lebanon, TN 37090
Phone (615) 444-4585