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HomeMy WebLinkAbout2010 07 26 Consent 206 Digital Ally Inc. Piggyback of the Houston-Galveston Area Council Contract EF04-09 COMMISSION AGENDA Informational ITEM 206 Consent X Public Hearings Regular • July 26. 2010 / „7p Regular Meeting Mg I Dept. Authorization REQUEST: Police Department requests the Commission to approve the utilization of Digital Ally Inc. via piggy- backing of the Houston- Galveston Area Council contract EF04 -09 for six (6) in -car camera units in the total amount of $29,679.96. SYNOPSIS: The Winter Springs Police Department takes a pro- active stance in all law enforcement functions, and places special emphasis on traffic enforcement and the safety of our roadways. Enforcement of criminal traffic laws and the detection and apprehension of DUI offenders is paramount to this goal, and use of in -car cameras promotes and continues this pro- active stance. CONSIDERATIONS: The police department currently has eighteen (18) new in -car camera systems in the road patrol fleet which were purchased with 2008 Federal Byrne Grant Funds and have been installed. Further equipping our fleet with these six (6) additional camera systems will not only allow us to continue to detect and apprehend violators, but will also allow us a greater interface with our current in -car laptop computer systems. The purchase of the cameras will be accomplished through piggy- backing off of the existing Houston - Galveston Area Council contract # EF04 -09. FISCAL IMPACT: $29,679.96 from current 2009/2010 budgeted funds from the Police Department Operations Bureau. COMMUNICATIONS EFFORTS: Posting of agenda item via city transmittal and to message boards in communities throughout the city. RECOMMENDATIONS: Police Department requests the Commission to approve the utilization of Digital Ally Inc. via piggy- backing of the Houston - Galveston Area Council contract EF04 -09 for six (6) in -car camera units in the amount of $29,679.96. ATTACHMENTS: A copy of the Houston - Galveston Area Council contract # EF04 -09. Law Enforcement Speed Detection & Video Equipment Page 1 of 4 A CONTRACT BETWEEN HOUSTON - GALVESTON AREA COUNCIL Houston, Texas AND Digital Ally, Inc. Overland Park, Kansas This Contract is made and entered into by the Houston - Galveston Area Council of Governments, hereinafter referred to as H -GAC, having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Digital Ally, Inc. hereinafter referred to as the CONTRACTOR, having its principal place of business at 7311 W. 130 Street, Suite 170, Overland Park, Kansas 66213 ARTICLE I: SCOPE OF SERVICES The parties have entered into a Law Enforcement Speed Detection & Video Equipment Contract to become effective as of April 1, 2009, and to continue through March 31, 2011 (the "Contract "), subject to extension upon mutual agreement of the CONTRACTOR and H-GAC. H -GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER, for the purchase of Law Enforcement Speed Detection & Video Equipment offered by the CONTRACTOR. The CONTRACTOR agrees to sell Law Enforcement Speed Detection & Video Equipment through the H-GAC Contract to END USERS. ARTICLE 2: THE COMPLETE AGREEMENT The Contract shall consist of the documents identified below in order of precedence: 1. The text of this Contract form, including but not limited to, Attachment A 2. General Terms and Conditions 3. Bid Specifications No: EF04 -09, including any relevant suffixes 4. CONTRACTOR's Response to Bid No: EF04 -09, including but not limited to, prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent of both parties. ARTICLE 3: LEGAL AUTHORITY CONTRACTOR and H -GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances, ordinances, and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-GAC or CONTRACTOR. No provision of this Contract or act of H -GAC in performance of this Contract shall be construed as making CONTRACTOR the agent, servant or employee of II -GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H -GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the H -CAC Contract. However this acknowledgement is not to be construed as H -GAC's endorsement or approval of the End User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H -GAC contract. Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and any END USER which shall, in each instance, continue pursuant to their stated terms and duration. The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H -GAC order processing charges will be due and payable to H -GAC on any End User Agreements surviving termination of this Contract between H -GAC and CONTRACTOR . H :ICONTRACTS1Law Enforcement Speed Detection & Video Equipment \Digital Ally, tnc.1Er04 -09.3 Law Enforcement Speed Detection & Video Equipment Page 2 of 4 ARTICLE 7: SUBCONTRACTS & ASSIGNMENTS CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Contract or any right, title, obligation or interest it may have therein to any third party without prior written notice to H -GAC. 1LGAC reserves the right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. H -GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to END USER under this Contract. H-GAC, through its staff or its designated public accounting firm, the State of Texas, or the United States Government shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to records may be cause for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has been resolved. The right of access to records is not limited to the required retention period, but shalt last as long as the records are retained. CONTRACTOR further agrees to include in all subcontracts under this Contract, a provision to the effect that the subcontractor agrees that H -GAC'S duly authorized representatives, shall, until the expiration of five (5) calendar years after final payment under the subcontract or until all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents, papers, invoices and records of such subcontractor involving any transaction relating to the subcontract. ARTICLE 9: REPORTING REQUIREMENTS CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Bid Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documentation, or otherwise fails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract. ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR, at any time during this Contract , routinely enters into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to II-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H -GAC, CONTRACTOR shall notify H -GAC within ten (10) business days thereafter of that offering and this Contract shall be deemed to be automatically amended effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide the same prices, warranties, benefits, or terms to H -GAC and its END USER. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price, warranty, benefit, or term charged and/or offered a customer during the term of this Contract is not in fact most favored treatment, CONTRACTOR shall within ten (10) business days notify H -GAC in writing, setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been deemed to be a most favored treatment, is not in fact most favored treatment. H -GAC, after due consideration of such written explanation, may decline to accept such explanation and thereupon this Contract between H-GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms to H -GAC. The Parties accept the following definition of routine: A prescribed, detailed course of action to be followed regularly; a standard procedure. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, or contractor, which are not within bidder's control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full force and effect. ARTICLE 12: DISPUTES Any and all disputes concerning questions of fact or of law arising under this Contract, which are not disposed of by agreement, shall be decided by the Executive Director of H -GAC or his designee, who shall reduce his decision to writing and provide notice thereof to CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, CONTRACTOR requests a rehearing from the Executive Director of H -GAC. In connection with any rehearing under this Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with I3 GAC'S final decision. H:\CONTRACTS Law Enforcement Speed Detection & Video Equipment \Digital Ally, tnc.1EF04 -09.3 Law Enforcement Speed Detection & Video Equipment Page 3 of 4 ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR's total liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC described in Article 14, is limited to the price of the particular products /services sold hereunder, and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H -GAC , its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Contract ARTICLE 14: LIMIT OF H -GAC'S LIABILITY AND INDEMNIFICATION OF H -GAC H -GAC's liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H -GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H -GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of CONTRACTOR's negligent act or omission under this Contract CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any actual suit filed against CONTRACTOR relating to this Contract. ARTICLE 15: TERMINATION FOR CAUSE H -GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions of the Contract; provided that H -GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty (30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction, then H -GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTICLE 16: TERMINATION FOR CONVENIENCE Either H -GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty (30) days written notice to the other. CONTRACTOR may be entitled to payment from END USER for services actually performed; to the extent said services are satisfactory to END USER. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by H -GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRACTOR agrees to notify H -GAC of any suspected fraud, abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware of such activity. ARTICLE 18: GOVERNING LAW & VENUE This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suitor cause of action arising under or in connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall immediately notify H -GAC of such disputes. ARTICLE 19: PAYMENT OF H -GAC ORDER PROCESSING CHARGE CONTRACTOR agrees to sell its products to END USERS based on the pricing and other terms of this Contract, including, but not limited to, the payment of the applicable H -GAC order processing charge. On notification from an END USER that an order has been placed with CONTRACTOR, H -GAC will invoice CONTRACTOR for the applicable order processing charge. Upon delivery of any product/service by CONTRACTOR and acceptance by END USER, CONTRACTOR shall, within thirty (30) calendar days or ten (10) business days after receipt of payment, whichever is less, pay H -GAC the full amount of the applicable order processing charge, whether or not CONTRACTOR has received an invoice from H -GAC. For sales made by CONTRACTOR based on this contract, including sales to entities without Interlocal Contracts, CONTRACTOR shall pay the applicable order processing charges to H -GAC. Further, CONTRACTOR agrees to encourage entities who are not members of H -GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Contract. H -GAC reserves the right to take appropriate actions including, but not limited to, contract termination if CONTRACTOR fails to promptly remit H -GAC's order processing charge. In no event shall H -GAC have any liability to CONTRACTOR for any goods or services an END USER procures from CONTRACTOR. FE\CONTRACTS1L.aw Enforcement Speed Detection & Video Equipment \Digital Ally, Inc. \EF04 -09.3 Law Enforcement Speed Detection & Video Equipment Page 4 of 4 ARTICLE 20: LIQUIDATED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed. ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS Except as described below for fire apparatus, CONTRACTOR agrees to provide a Performance Bond at the request of END USER within ten (10) days of receipt of END USER's purchase order. It shall be standard procedure for every order received for fire apparatus that a Performance Bond in the amount of the order be provided to the END USER. Failure of CONTRACTOR to provide such performance bond within ten (10) days of receipt of END USER's order may constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement for a Performance Bond at END USER's sole discretion. If the bond requirement is waived, END USER shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify H -GAC, in writing, of ANY change in ownership, control, dealership /franchisee status, or name, and shall also advise whether or not this Contract shall be affected in any way by such change. H -GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Contract. ARTICLE 23: LICENSING REQUIRED BY TEXAS MOTOR VEHICLE BOARD fIF APPLICABLE! CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Contract period, any CONTRACTOR'S license is not renewed, or is denied or revoked, CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to 11 -GAC upon request. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly authorized representatives. Signed for Houston- Galveston Area Council, Houston, Texas: Jack Steele, Executive Director Attest for Houston - Galveston Area Council, Houston, Texas: Deidre Vick, Director of Public Services Date: 20 41111( Signed for Digital Ally, Inc. Overland Park, Kansas. t Uty L --5 Printed Name & Title: ' ' rE fr►'t - st'^" C 7� Date: 20 B Attest for Digital Ally, Inc. VLIAlteteL Park, Kansas: o� - - � — ' ``\ 01111 i 1 1l11i 3O1 /GC . 1. E21 Printed Name & Title: `Pa ee.e..c.a 1.-.t _ o v't Q - Sa ler f N OTARyti Date: 3- Lm ,20 a`t PUB LIC , EXPIRO co . , OF ' P fL'CONTRACTS1Law Enforcement Speed Detection & Video Equipment Digital Ally, inc \EF04 -09.3 Attachment A Digital Ally, Inc. Law Enforcement Speed Detection & Video Equipment Contract No. EF04 -09 Product Base Bid Code Description Price BEO1 DVM -500 + A complete digital in -car video sysem integrated into a rear view mirror & easily installed in any brand, make or model of vehicle. Built -in ultra bright, sunlight- readable 3.5 -inch Color TFT Monitor, covert back seat infrared camera, internal mic, speaker and GPS with "mark" button, electronic locking door with key code access, internal backup battery that provides up to 30 minutes of continuous operation in case of unexpected power loss. Ultra compact color camera with 120X Digital Zoom and special low light night $4,230.00 mode and near focus mode. 900 MHz Audio Transciever with auto activation /deactivation and automatically syncing. 60 Seconds Pre -event record. Records up to 16 hours on CF Flash Card. Light, sirens and other triggers for record activation. Radar interface, crash sensor, speedometer speed sensor. User friendly software for easy playback, file management and archiving to DVD's CD -Rams or hard drives. BE02 DVM -750 - A complete digital in -car video sysem integrated into a rear view mirror & easily installed in any brand, make or model of vehicle. Built -in ultra bright, sunlight - readable 3.5 -inch Color TFT Monitor, covert back seat infrared camera, internal mic, speaker and GPS with "mark" button, electronic locking door with key code access, internal backup battery. Ultra compact color camera with 120X Digital Zoom and special low light night mode and near focus mode for reading driver's lisence. 60 Seconds Pre -event record & the ability to connect up to three cameras and record from two cameras plus three audio channels simultaneously. New VoiceVaultTM Advanced Wireless Microphone with On -Board Memory that can record audio evidence even when the officer is beyond the range of the in -car recording device, transmission range of up to one $4,525.00 mile, bi- directional communication, GPS with "mark" feature, memo function to record audible notes, full digital audio transmission, true frequency hopping technology, embedded date /time and GPS coordinates, vibrating covert signals and button press confirmation, and an emergency call feature that will send a "help" message and GPS coordinates back to the vehicle. Records up to 32 hours on CF Flash Card. Light, sirens and other triggers for record activation. Radar interface, crash sensor, speedometer speed sensor. User friendly software for easy playback, file management and archiving to DVD's CD -Roms or hard drives. BE03 FirstVuTm - a compact, solid state professional, wearable digital audio and video recorder that can be attached to a law enforcement officer's uniform. It has many of the features of the DVM series of In -Car Video Systems, without being "tethered" to the police cruiser or other vehicle. Key features include easy -to- use four -button operation with vibrating notifications, infrared illumination, a $795.00 lithium polymer battery for up to five hours of recording, pre -event recording capabilities, DI high - resolution video (720x480) that records to reliable solid state memory, an integrated GPS with "mark" feature, and both LED and covert modes of activation. BE04 DVF -500 -A complete Digital Video System integrated into a Law Enforcement style flashlight. A portable Digital video /audio recording device that is completely portable and capture evidence exactly where it is. Evidence in the palm of your hand. Super Wide Angle color camera, intergrated microphone, super bright LED lights and 2 GB of non - volatile SD memory providing up to 8 hours record time. 60 Seconds Pre -event record. Audio/Video output for $1,275.00 playback on any standard television, monitor or computer. Li -ion rechargable batteries. User friendly sofware for easy playback, file management and archiving to DVD's, CD -Roms or hard drives. Download onto any Windows XP or newer system, playback using standard Windows Media Player or any standard DVD player.