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05-338 Resolution No.05-338 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH INTEGRIAN, INC. D/B/A DP TECHNOLOGIES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,and Dolonna Mecum,City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Integrian, Inc., d/b/a DP Technologies for purchase of microphones for police video camera systems, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: December 21, 2005 Adopted: December 21, 2005 Omnibus Vote: Yeas: 5 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk EQUIPMENT PURCHASE AND SUPPORT AGREEMENT THIS AGREEMENT is hereby made and entered into this .2) day of 0 cc. ,2005 , by and between Integrian Inc. d/b/a DP Technologies,a Delaware corporation(hereinafter referred to as "Company") and The City of Elgin, Illinois, a municipal corporation (hereinafter referred to as"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 mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto 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) 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. 3) Initial Term; Renewal. This Agreement will remain in force for a period of one(1)year from the date hereof. 4) 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 744356.4 remotely access the Equipment installed herein for the Company's purposes, including inspection, review, or demonstration of the Equipment's capabilities. 5) 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. (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. 6) 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 of such additional features or equipment. 7) 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. 744356.4 • The Company shall not be liable for any incidental or consequential damage caused by the delay of repairs or otherwise. 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. 8) Limitations of Liability. a) 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 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. b) The use of the Equipment and Software will be under Customer's exclusive management and control and at Customer's sole risk, except to the expent of any applicable warranties and support options provided for herein. 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. c) 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. d) 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. 744356.4 9) 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. 10) 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. 11) 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; (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. 12) 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. 13) 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. 744356.4 14) 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 disputes or the enforcement of any rights arising out of or in connection with this Agreement shall be in the circuit court of Kane County, Illinois. 15) 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. 16) 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. 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. Integrian Inc. City of Elgin d/b/a DP Technologies CUSTOMER BY BY /'(411 a. e4- r- 01 emi Folarin TITLE: VP of Sales and Business Development TITLE:City Manager 511 Davis Dr 151 Douglas Suite 300 Elgin, IL 60120 Morrisville,NC 27560 (919)472-5000 (847) 289-2761 Attest: Dolonna Mecum, City Clerk 744356.4 Attachment A Equipment Schedule UNITS DESCRIPTION 64 DataTalker® 900Mhz digital microphones with transmitter Receiver, leather belt pouch(plus clip for other wear) and take- Home charger 36 Transmitters 36 Leather pouch 36 Home charger 1 Shipping and handling 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. 744356.4 Attachment D Price List PRICE PART# DESCRIPTION $372 700-0014 DataTalker® 900Mhz digital microphones with transmitter Receiver, leather belt pouch(plus clip for other wear) and take-home charger $170 700-0036 Transmitters with Leather pouch $27 700-0000 Home charger $80 Ground shipping and handling 744356.4 .4 OF E�Ci City of Elgin Agenda Item No. L G December 2, 2005 N TO: Mayor and Members of the City Council SAFE COMMUNITY FROM: Olufemi Folarin, City Manager James Burns, Deputy Police Ch of SUBJECT: Purchase of Microphones for Police Video Camera Systems from Integrian, Inc PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider the purchase of thirty-six remote microphones for the Police Department's squad car video systems. RECOMMENDATION It is recommended that the City Council authorize the purchase of these microphones from the sole source vendor, Integrian, d/b/a DP Technologies, in the amount of$30,980. BACKGROUND The Police Department currently has a total of 64 digital video systems in marked squads. Thirty-six of the systems are four years old. The systems have dissimilar audio recording systems due to a change in technology since the original systems were first purchased. There has now been developed a system for these units that is more robust and more user friendly. The primary benefit is the ability of the new microphones to be automatically recognized by the camera system at the start of the officer's shift. This will address a serious on-going issue that has resulted in a lack of audio on several traffic stops. The use of dissimilar equipment causes confusion and reduces the reliability of these systems. The video camera systems have again and again proven to be extremely valuable to the Department, both for information on the arrested subject's behavior and on our officer's behavior. It is important that we protect the integrity of these systems to insure their continued use and reliability. The original equipment required that the microphones be exchanged from officer to officer as they change cars. This has led to missing microphones and mis-matched microphones, rending then unusable until a technician re-tunes the systems. The proposed microphones will allow the department to issue a microphone to each member of the Patrol Division. Each officer will be responsible for the microphone and it's proper use and care. They will only need to "sync" the microphone with the camera system in their assigned cars. I Purchase of Microphones from Integrian Inc. "' November 23, 2005 Page 2 It is anticipated that this enhancement will lead to a higher use of the audio portion of the systems and reduce their down time for repairs of the systems. This will also standardize the systems. This equipment is proprietary and is only available from Integrian d/b/a DP Technologies, Inc. The purchase therefore qualifies as a sole source procurement. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None yit FINANCIAL IMPACT The cost of the microphone purchase from Integrian totals $30,980. There are funds budgeted and available ($12,246) in the Bureau of Justice Block Grant Fund, account number 252-0000- 791.92-50, "Capital Additions-Office Equipment," and the Riverboat Fund ($18,754), account number 275-0000-791.92-46, "Capital Additions-Other Equipment,"project number 239546. As a result of this purchase, no monies will be remaining in all of the Federal Local Enforcement Block Grants. LEGAL IMPACT /1 /None V ALTERNATIVES 1. The City Council may direct the department to forgo this expenditure and continue to operate with the dissimilar equipment. 2. The City Council may direct the department to bid this equipment. Respectfully submitted for Council consideration. jjb Attachment(s)