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Item 4DCity of Southlake, Texas M E M O R A N D U M July 20, 2007 TO: Shana Yelverton, City Manager FROM: Wade Goolsby, Southlake DPS –Chief of Police Services Award the bid and authorize the City to enter into a contract with Red Moon, SUBJECT: Inc. for the purchase, delivery, and installation of video cameras, video recording and archival system in the amount of $292,265.00. ___________________________________________________________________________ Action Requested: Award the bid and authorize the City to enter into a contract with Red Moon, Inc. for the purchase, delivery, and installation of a video recording and archival system (security camera system) for the Town Square area. Background Information: The Crime Control and Prevention District Board approved the purchase of a security camera system for the Town Square area in this year’s budget. We issued a request for bid on a security camera system that consists of thirty one (31) cameras providing security surveillance in the Grand Avenue area of Town Square. We conducted a pre-bid meeting in which four companies participated. In the end, we only received one bid with regard to this project. Red Moon, Inc. has already provided successful projects to the City of Southlake and has provided a list of successful projects in other cities. This contract proposal has been presented to the Crime Control and Prevention District Board and it was recommended that we proceed with the contract. Financial Impact: The bid from Red Moon, Inc. totaled $257,513.00 for the purchase, delivery, design, and installation, of the security camera system. Red Moon, Inc. also bid the initial training and one year’s maintenance of the system for a total of $17,000. We also examined maintenance and warranty options for the system and we can obtain an additional two years of extended warranty on the four BridgeWave 80gHz radios that transmit the data from point to point for an additional $17,752.00. The replacement cost of each of these radios is over $20,000 to replace and they are vulnerable to lightning strikes. We had budgeted $300,000 for this project and these costs are within budget. The total cost of this contract as proposed is as follows: Purchase, delivery, and installation of the camera system - $ 257,513.00 Training and one year of maintenance - $ 17,000.00 Extended warranty on the 80gHz radios - $ 17,752.00 ________________________ Total contract price $ 292,265.00 The funding for this project can be funded from the Crime Control & Prevention District tax revenue. Citizen Input/ Board Review : Crime Control & Prevention District Board Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 Legal Review : The contract has been reviewed and approved by City legal staff. Alternatives: The Council may recommend approval of this request as proposed. The Council may modify request and contact components. The Crime Board may reject the proposed contract. Supporting Documents : Proposed contract Staff Recommendation : Recommend awarding the bid and approval of the funding for the proposed contract with Red Moon, Inc for the purchase, delivery, and installation of a security camera and archival system. CONTRACT FOR PURCHASE OF GOODS AND/OR SERVICES THIS CONTRACT is made and entered into this the ______ day of __________ 2007, by and between the City of Southlake, Texas, a Municipal corporation located in Tarrant and Denton Counties, Texas, (hereinafter called CITY), acting through its duly Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 and RedMoon, Inc., located in Plano, Collin County, Texas authorized City Manager, Shana Yelverton , (hereinafter called COMPANY), acting by and through its duly authorized agent. WITNESSETH: That for and in consideration of the mutual covenants hereinafter set forth, the CITY and COMPANY agree as follows: I. DESCRIPTION OF GOODS AND/OR SERVICE The CITY agrees to purchase and the COMPANY agrees to provide all of the goods and/or services as specified in the contract documents, such goods and/or services generally described as follows: VIDEO CAMERA MONITORING & ARCHIVAL SYSTEM BRN: RFBO702a132WG700048 For the bid sum of Two Hundred Fifty-Seven Thousand Five Hundred Twelve dollars and Eighty-two cents, ($257,512.82) paid in current funds at the unit or total prices, at COMPANY’S own proper cost and expense, including all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, bonds and other accessories and services necessary to complete delivery of same, in accordance with the contract documents, hereinafter defined, and subject to such additions and deductions as provided therein. RedMoon also agrees that all products listed in this agreement that is currently offered under its State DIR Contract #SDD-475 can be purchased at that price for one year from date of contract signing. II. CONTRACT DOCUMENTS The contract documents shall consist of this written agreement or Contract, the attached Request for Bids, (RFB 0702A132WG700048) and Addenda #1-#4, and the attached bid submitted by RedMoon. The contract documents constitute the entire agreement between the CITY and COMPANY, and all are as fully a part of the Contract as if attached to and repeated in this agreement. The contract documents may be altered, amended or modified only as provided herein. III. PURCHASE/WORK ORDER The goods and/or services to be provided under this Contract shall be commenced by COMPANY upon final execution of this Contract and on a date to be specified in a written “Purchase Order” or “Work Order” (whichever applicable), in accordance with the contract documents. Time is of the essence for this Contract. IV. PAYMENT TERMS All payments shall be net 30 days at receipt of invoice. The City of Southlake has agreed to the following ‘milestone’ payments for Appendix B., Cost of Proposal Products and/or Services, paragraph B.1., Line Items 1., 2., and 3. All other line items (4. through 6.e.i.) are excluded from the payment milestones. ‘On-Site Training’, Line Item 4. will be paid net 30 days upon receipt of invoice and after completion of training. % OF PRE- PAYMENT PAYMENT ON PAYMENT #: DELIVERABLES SCHEDULE COMPETION Payment #1 Equipment Deliver: Delivery of 40% $103,005.12 Equipment to customer site. Payment #2 Project Completion: Completion means 40% $103,005.12 all equipment has been installed at the Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 designated and agreed to locations; that all peripheral related equipment and products are installed and in working order, and are functioning together as one system. Payment #3 Acceptance of Products and Services: For purposes of this agreement ‘Project Completion’ means acceptance of Contractor’s products and installation services; the entire system is accepted by 20% $51,502.58 the CITY as functional and usable: working as intended and according to specifications. Project completion payment will not unduly or unnecessarily be withheld. Total: $257,512.82: All payments shall be made by purchase order. Payments 1., 2., and 3. shall be designated as “Milestone Payment 1., etc.” on the purchase order while remaining all other remaining line items (4. through 6.e.i.) shall be designated as reflected in the Schedule of Pricing. V. MODIFICATION AND ASSIGNMENT This Contract may not be altered; modified or amended except in writing properly executed by the parties and may not be assigned to a third party. V. TERMINATION CITY shall have the right to cancel this Contract if COMPANY fails to provide the goods and/or services in accordance with the Contract Documents after giving seven-(7) day’s prior written notice. Irrespective of which party shall effect termination or the cause therefore, CITY shall within thirty-(30) days of termination compensate COMPANY for any delivery of goods and/or services made up to the time of termination. No amount shall be due for lost or anticipated profits. Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 Notwithstanding anything in this contract to the contrary, all obligations of CITY under this contract are subject to appropriation of sufficient funds for such obligations by CITY’s governing body. If CITY’s governing body shall fail to appropriate funds sufficient to pay for CITY’s obligations under this contract for an upcoming fiscal year during the term of the contract, the contract shall terminate automatically at the conclusion of the last CITY fiscal year for which funds have been appropriated. VI. GOVERNING LAW AND VENUE The parties agree that the laws of the State of Texas shall apply to and govern this Contract and venue for any legal proceeding shall be in Tarrant County, Texas. VII. INDEPENDENT CONTRACTOR/INDEMNITY It is agreed for all purposes hereunder, the COMPANY is and shall be an independent contractor and shall not, with respect to their acts or omissions, be deemed an agent or employee of CITY. Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 COMPANY agrees to indemnify and hold harmless and defend CITY, its officers, agents and employees, from and against liability for any and all claims, liens, suits, demands, and/or actions for damages, injuries to persons (including death), property damage (including loss of use), and expenses, including court costs and attorneys’ fees and other reasonable costs arising out of or resulting from COMPANY’S work and/or activities conducted in connection with or incidental to this Contract and from any liability arising out of, or resulting from the intentional acts or, negligence, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part upon the negligent or intentional acts or omissions of COMPANY, including but not limited to its officers, agents, employees, subcontractors, licensees, invitees, and other persons. COMPANY further agrees that it shall at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, agents, employees, subcontractors, licenses, invitees and other persons, as well as their property, while engaged in the delivery of such purchases and/or services pursuant to the Contract or while on City’s premises where the services are being provided. It is expressly understood and agreed that CITY shall not be liable or responsible for the negligence of COMPANY, including but not limited to its officers, agents, employees, subcontractors, licensees, invitees, and other persons. Further, CITY assumes no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise defects, real or alleged, in the vicinity where such purchases and/or services are to be delivered by COMPANY, which may now exist or which may hereafter arise upon the premises, responsibility for any and all such defects being expressly assumed by COMPANY. COMPANY understands and agrees that this indemnity provision shall apply to any and all claims, suits, demands, and/or actions based upon or arising from any such premise defects or conditions, including but not limited to any such claim asserted by or on behalf of COMPANY, including but not limited to its officers, agents, employees, subcontractors, licensees, invitees, and other persons. It is further agreed with respect to the above indemnity, that CITY and COMPANY will provide the other prompt and timely notice of any event covered which in any way, directly or indirectly, contingently or otherwise, affects or might affect the COMPANY or CITY, and CITY shall have the right to compromise and defend the same to the extent of its own interests. IX. DISCRIMINATION REGULATIONS COMPANY, in the execution of this Contract and particularly in the employment practices engaged in, agrees that it will not discriminate on the basis of race, color, religion, national origin, sex, age, handicap or disability. Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 X. NOTIFICATION All notices and communications required herein shall be personally delivered or mailed to the other party by United States certified mail, return receipt requested. Unless otherwise changed in writing by the respective party, notice intended for COMPANY shall be sent to COMPANY’S address as shown on COMPANY’S Proposal; notice intended for CITY shall be Attention: Bryan Thompson RedMoon, Inc. 625 Digital Dr. Suite 500 Plano, Texas 75075. sent to: Mailed notices shall be deemed to have been received three-(3) days after mailing. IN WITNESS WHEREOF, CITY and COMPANY have executed this Contract in six-(6) counterparts, each of which shall be deemed an original, the day and year first written above. CITY OF SOUTHLAKE REDMOON, INC. (City) (Company) By: ______________________________ By: ______________________________ City Manager Bryan Thompson Wade Goolsby, DPS Chief of Police Services November 11, 2010 Page 2 ATTEST Printed Name: _______________________ By: ______________________________ Printed Title: ________________________