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08-217 Resolution No. 08-217 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH ADAPTIVE DIGITAL SYSTEMS, INC. FOR PURCHASE OF SURVEILLANCE EQUIPMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Adaptive Digital Systems, Inc. for the purchase of surveillance equipment, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: September 24, 2008 Adopted: September 24, 2008 Omnibus Vote: Yeas: 5 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 08/30/2008 1/:18 84/18y2by0 L L171Pi ru rr4t3c uc,CIO CITY OF ELGIN AGREEMENT WITH ADAPTIVE DIGITAL SYSTEMS, INC. FOR PURCHASE OF SURVEILLANCE EQUIPMENT THIS AGREEMENT is made and entered into this, 7 day of August,2008 by and between the City of Elgin ("the CITY"), a municipal corporation organized and existing under the laws of the State of Illinois,and Standard Equipment Company,incorporated in the state of �h, and having a principal place of business at 20322 S.W. Acacia Street,Newport Beac.., California 92660("the CONTRACTOR"). ARTICLE I. PURCHASE. The CONTRACTOR agrees to provide, and the City agrees to purchase,the goods and/or services provided for herein under the terms and conditions provided for herein and pursuant to Exhibit "A", attached hereto and made a part hereof. ARTICLE II. DURATION AND SCHEDULE. The CONTRACTOR shall provide the goods and/or services at the price provided for and subject to the warranty provided for in Exhibit "A" attached hereto and incorporated herein. Payment by City shall be made to CONTRACTOR within thirty (30) days of receipt and acceptance, and upon receipt of an invoice from CONTRACTOR. Compensation to the CONTRACTOR shall be in the amount of S27,141.50. ARTICLE III. TERMINATION. The following shall constitute events of default under THIS CONTRACT: a)any material misrepresentation made by the CONTRACTOR to the CITY,b)any failure by the CONTRACTOR to perform any of its obligations under THIS CONTRACT including, but not limited to,the following: (i) failure to commence performance of THIS CONTRACT at the time specified in.THIS CONTRACT due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform. THIS CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of THIS CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control, (iii) failure to perform THIS CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform within reasonable time the services that were rejected by the CITY as erroneous or unsatisfactory, (v) failure to comply with a material term of THIS CONTRACT,including,but not limited to the Affirmative Action requirements,and(vi) any other acts specifically and expressly stated in THIS CONTRACT as constituting a basis for termination for cause. The CITY may terminate THIS CONTRACT for its convenience upon fourteen(14)days prior written notice. ARTICLE IV. DAMAGES. From any sums due to the CONTRACTOR for goods or services,the CITY may keep for its own the whole or any part of the amount for expenses,losses and damages as directed by the Purchasing Director,incurred by the CITY as a consequence of procuring goods or services as a result of any failure,omission or mistake of the CONTRACTOR in providing goods or services as provided in THIS CONTRACT. ARTICLE V. GOVERNING LAW/VENUE AND ORDINANCES. This Agreement shall be subject to and governed by the laws of the United States,the State of Illinois and the City of Elgin, 08/30/2008 1/218 84/2882880 LLU1N ru rraut t, ,uo 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 in the Circuit Court of Kane County, Illinois. ARTICLE VI. SEVERABILITY. The terms of this Agreement shall be severable. In the event any of the terms or provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,including but not limited to any violation of any law as provided for in Article XIV herein, the remainder of. this Agreement shall remain in full force and effect. ARTICLE VII. AFFIRMATIVE ACTION. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, ancestry,national origin, place of birth, age or physical handicap which would not interfere with the efficient performance of the job in question. The contractor will take affirmative action to comply with the provisions of Elgin Municipal Code Section 3.12.100 and will require any subcontractor to submit to the CITY a written commitment to comply with those provisions. The CONTRACTOR will distribute copies of this commitment to all persons who participate in recruitment,screening,referral and selection of job applicants and prospective subcontractors. ARTICLE VIII. ASSIGNABILITY. The CONTRACTOR shall not assign,sell or transfer any interest in THIS CONTRACT without prior written consent of the CITY. ARTICLE IX. AMENDMENTS. There shall be no modification of the CONTRACT,except in writing and executed with the same formalities of the original. ARTICLE X. NOTICES.Any notice given under this CONTRACT shall be in writing and shall be deemed to have been given when hand delivered or deposited in the U.S.mail,certified or registered, return receipt requested, addressed, if to CONTRACTOR, at the address set forth above to the attention of the project manager or undersigned representative, and if to the City,to the attention.of the City Manager, 150 Dexter Court, Elgin, IL 60120 or to such other address and/or authorized representatives as either party shall designate in writing to the other in the manner herein provided. ARTICLE XL INDEMNIFICATION. To the fullest extent permitted by law,Contractor agrees to and shall indemnify, defend 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 Contractor or Contractor'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,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this paragraph shall survive any termination and/or expiration of this Agreement. ARTICLE XII. PUBLICITY. The CONTRACTOR may not use, in any form or medium, the name of the City of Elgin for public advertising unless prior written permission is granted by the CITY. 2 bti/:iE7/lbdtf 1/:18 a4/2882b fri tLtjin ru t t±. 04/03 ARTICLE XIII. APPROPRIATIONS.The fiscal year of the CITY is the 12 month period ending December 31. The obligations of the CITY under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of the CONTRACT,sufficient funds for the discharge of the CITY'S obligations under the contract are not appropriated and authorized, then the CONTRACT shall terminate as of the last day of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without liability to the CITY for damages, penalties or other charges on account of such termination. ARTICLE XIV. COMPLIANCE WITH LAWS. Notwithstanding any other provision of this CONTRACT it is expressly agreed and understood that in connection with the performance of this CONTRACT that the CONTRACTOR shall comply with all applicable U. S. Federal, State, City and other requirements of law,including, but not limited to,any applicable requirements regarding prevailing wages,minimum wage,workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR'S employees and/or agents who will be providing products and/or services with respect to this CONTRACT shall be legal residents of the United States. CONTRACTOR shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work,and/or the products and/or services to be provided for in this CONTRACT. The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR'S compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall make available to the CITY the CONTRACTOR'S relevant records at no cost to the CITY. ARTICLE XV. WARRANTY. The CITY'S purchase from the CONTRACTOR as provided in this contract shall include the standard warranty typically provided by CONTRACTOR for the equipment being purchased herein. ARTICLE XVI. ENTIRE AGREEMENT. This Agreement embodies the whole agreement between the parties hereto. There are no other agreements,either oral or,implied between the parties hereto;and this Agreement shall supersede any and all previous communications,representations,or agreements, either verbal or written, between the parties. ARTICLE XVII. INDEPENDENT CONTRACTOR. This Agreement shall not be construed so as to create a joint venture,partnership, employment or other agency relationship between the parties hereto. ART ME. Time is of the essence of this Agreement. 3 bti/AV AMU 1/:iti U4/2b'.i1byE7 LL(i1N F'1) HAUL b5/tib ARTICLE XIX. DAMAGES. In the event of any breach of any of the terms of this Agreement by City,CONTRACTOR'S damages shall be limited to a maximum of the purchase price provided for herein, which shall be calculated on the basis of CONTRACTOR'S actual compensatory damages only. CONTRACTOR shall not be entitled to consequential,incidental or nominal damages for any reason. The person signing THIS CONTRACT certifies that s/he has been autb.orized by the CONTRACTOR to commit the CONTRACTOR contractual and has been authorized to execute THIS CONTRACT on its behalf. IN WITNESS WHEREOF the parties have hereto set their hands the day and year first above written. CONTRACTOR CITY OF ELGIN ADAPTIVE DIGITAL SYSTEMS, INC. i By ` /f BY O ef.f. i Folarin. City Manager FEIN NO.5f-6— 3 3 j 9 F:\Legal Dcpt\finnn\PurchRsc Agreement-Adaptive Digital Syetc nn.doc 4 ' /1//liDS . `E rik Adaptive Digital Systems,Inc. 20322 S.W.Acacia Street Newport Beach,CA 92660 Ph:949.955.3103 Fx:949.955.3108 TAX I.D.:95-3531988 To: TOM CLANCY ELGIN POLICE DEPT, IL Office:847-289-2693 CLANCY T @CITYOFELGIN.ORG g. Date a > r "�` a►» � �e ? ' e ' 3at�e'r <. 4 .1 ci., .;rYSSFkf ,9:... 7/3/2008 Rose Cameron Net30 or Credit Card ASAP titer-.nip .'S�. �......�a.�.F_ N. DCMS Dual Camera Monitoring System,1080 hr recorder,playback while $12,500 1 $12,500 record option,includes IPIJNK IRMOTION Motion detector ON/OFF with delayed OFF for all recorders $175 1 $175 HMIC STD Standard stereo microphone set(42 inch)for use with $175 5 $875 EAGLE8/HAW K VERSACAM NANOCAM with black,white,tan buttons,screw,and pinhole head $400 5 $2,000 REMOTE REMOTE ON/OFF SWITCH $185 2 $370 HAWK car kit,15-feet microphone,VGA camera and external 12V- KIT-HAWK $650 1 $650 DC DUAL CAM Dual camera set with external power leads(up to 15') $550 2 $1,100 (PLINK Broadband Link&GPS for HAWK,securely monitor video/audio $2,950 1 $2,950 from ANY internet access point HAWK8A Audio&Video.4 hr,30 f/s miniaturized recorder.Uses 2 AAA $6,650 1 $6,650 batteries. OSRFT Officer Safety Transmitter. Transmits audio only from HAWK $1,100 1 $1,100 *SPECIFY TRANSMIT FREQUENCY WHEN ORDERINGS SCRIBER2 New transcription assist software with USB foot pedal $200 1 $200 SUBTOTAL $28,570 5%DISC. ($1,428.50) TAX ONLY IN CA SHIPPING FREE STD OVNIGHTI TOTAL $27,141.50 *Please note that all recorder prices include a protective Pelican case,all necessary microphones,cables and software r to operate each unit. All equipment capable of video recording also includes two low-light color cameras(pinhole, shirt-button or one of each)in addition to the rest of the items listed above. All items are covered under our life-time repair policy. Please contact me with any questions at either 949.955.3103 or rcameron.mailt 'gmail.com EXHIBIT A August 7, 2008 I I � TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager Sergeant James Lullo, Drug/Surveillance Unit SUBJECT: Purchase of Covert Surveillance Equipment PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider the purchase of additional covert surveillance equipment. RECOMMENDATION It is recommended that the City Council approve the purchase of surveillance equipment from Adaptive Digital Systems, Inc. (ADS) in the amount of$27,141.50. This would be a sole source vendor purchase. BACKGROUND The Elgin Police Department is proposing to expand our covert surveillance capabilities in an attempt to capture gang member's as well as drug dealers involved in criminal activities. These efforts will greatly enhance our ability to successfully arrest and prosecute these individuals. The police depai tment previously applied for and received (with council approval) a Department of Justice Grant in the amount of $46,851. This purchase of additional covert cameras and recording systems will primarily be for use in vehicles to surreptitiously capture criminal activity. The systems will transmit video via the internet to the Elgin Police Department for remote viewing and will also allow for remote control of the systems functions. Additionally, the department would purchase three DVR recorders for the capturing of covert video primarily from fixed sites and purchase a Beacon for covert operations that would benefit from a "trip wire" style of silent notification of activity as well as two GPS data loggers to covertly record vehicle movement. The proposed ADS equipment systems would complement the existing ADS hardware and software infrastructure. A search for a comparable type system yielded no vendor. If a different vendor were to be located, all new hardware, software and base operating systems would need to be purchased thereby increasing the overall cost. Purchase of Police Covert Surveillance Equipment August 7, 2008 Page 2 COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None FINANCIAL IMPACT The cost of the surveillance equipment from Adaptive Digital Systems totals $27,141.50. There are sufficient funds budgeted ($146,120) and available ($46,851) for this purchase in the General Fund, account 010-2301-731.80-31,"Edward Byrne Memorial Justice Grant". LEGAL IMPACT This is an exception to the procurement ordinance based on section 5.02.020 Section B.9, stating that "contracts authorized by a vote of 2/3 of all members of the city council then holding office upon a finding by the city council that an exception to the requirements of the procurement ordinance is necessary and in the best interests of the city". ALTERNATIVES 1. The City Council may choose to purchase the surveillance equipment from Adaptive Digital Systems, Inc. in the amount of$27,141.50. 2. The City Council may choose to not purchase the equipment and continue to pursuit alternative surveillance methods. Respectfully submitted for Council consideration. Attachment