CM-11-02-030ROUND ROCK, TEXAS
PURPOSE. PASSION: PROSPERITY.
Item Caption:
Approval Date:
City Manager Approval Summary Sheet
Consider executing a Bailment Agreement with Overwatch Systems, LTD. For
the trial use of specified equipment and software at no cost to the City.
February 4, 2011
Department: Police
Project Manager: Rick White
Item Summary:
Police analysts search many different data sources — multiple internal data systems, external data
vendors, state-run systems, GIS, and so on — when they are working on an analytical problem. As a result,
analysts spend a lot of time extracting data and constructing data queries before they can actually even
begin the analytical process.
Overwatch is in the process of beta -testing an application, IMPACT, which can provide a single interface
and serve as a gateway to an analyst. This application originally was developed for the military but is
being retooled for use in a law enforcement setting. The product has the potential to tremendously
simplify the data -extraction process — which means analysts spend more time analyzing and getting work
done versus pulling data out of various data sources.
The Austin -based company selected the Round rock Police Department, a few other area agencies, and
others across the country to serve as beta testers for this equipment. There are two primary obligations:
(1) the Department would agree to use the system and complete an evaluation form regarding its use of
it; and (2) the City would need to sign an agreement that promises that the Department will return the
laptop that Overwatch plans to loan us during the testing phase, which ends in April.
If the Department feels the software would add value to its operation, the potential exists for a discount
from the company. The anticipated cost of software is such that Purchasing is comfortable with our being
a part of this beta -testing process. In such a case, the Department would pursue its procurement through
the normal budget process.
Strategic Plan Relevance: Goal 30.0, Objective 30.5, Develop increased capacity and skill to conduct
and use crime analysis information.
Cost: None
Source of Funds: NA
REV. 6/10/10
OVERWRTCII
TEXTRON Systems
BAILMENT AGREEMENT
THIS BAILMENT AGREEMENT ("Agreement"), effective as of the 17th day of
January 2011, is by and between the City of Round Rock ("CORR") having a place of
business at 2701 N. Mays St, Round Rock, TX, (hereinafter referred to as the "Bailee")
and Overwatch Systems, Ltd., a Delaware corporation having a place of business at 5301
Southwest Parkway, Austin, TX 78735 (hereinafter referred to as the "Bailor"). Bailor and
Bailee are each a party to the Agreement and collectively may be referred to as Parties.
Bailor is responsible of certain individual pieces of equipment as listed below (collectively
"Bailed Property") and intends to loan to the Bailee, at no cost, such tangible Bailed Property:
Product
I D630 Dell
Laptop
Qty
S/N
IMPACTTM Software
1
"O �21L I
Value
$1,300.00
Installed on Laptop
N/A
$4,990.00
Bailee may use the Bailed Property for the following purposes: Trial use of Overwatch's
IMPACTTM software in real world Law Enforcement (LE) environment to assess the look,
feel, function, and ease of use. Bailee commits to provide Bailor with a report at the
conclusion of the Bailment period addressing the ease of use, functions, etc. and providing
ideas, input on improvements, and any desired future features. Overwatch will be allowed to
use any testimonials for marketing purposes. (collectively hereinafter referred to as the
"Purpose").
This Agreement expires 8 April 2011 unless extended by mutual written agreement.
Bailor will deliver Bailed Property to Bailee during the training event at Bailor's place of
business on January 17, 2011, or will, through mutual agreement, ship the Bailed Property
by Bailor to Bailee's facility located at:
Round Rock Police Department
2701 N. Mays St
Round Rock, TX 78665
Bailee will return the Bailed Property via return freight prepaid from Bailee's location to Bailor
on or before April 8, 2011 to the attention of:
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BAILMENT AGREEMENT
Dee Brake, Program Manager
c/o Overwatch Systems, Ltd.
5301 Southwest Parkway
Austin, TX 78735
512-358-3761
Notwithstanding the foregoing, the Bailee may terminate this Bailment Agreement prior to 8
April 2011 by simply returning the Bailed Property to Bailor by the same standard delivery
(e.g., returned freight pre -paid by Bailor). The Bailee shall provide advance written
notification of the return of the Bailed Property.
Title to the Bailed Property hereunder shall, at all times, remain solely with the Bailor.
Bailee MAY NOT copy, modify, or remove IMPACTTM software from the bailed laptop
computer without the express written permission of Bailor.
Except for normal and reasonable wear and tear occasioned by normal and ordinary usage,
Bailee shall be responsible for the Bailed Property for any loss or damage sustained by each
individual piece of equipment, which loss or damage shall not exceed the dollar value for
that piece of equipment shown above on page 1 of this Agreement. The total value of the
Bailed Property will not exceed the amount of ($1,300.00) which Bailor agrees is adequate
to cover the replacement cost of all pieces of equipment which comprise the Bailed
Property.
Bailor shall supply Bailed Property in new or nearly new condition for the Purpose listed
above. Bailor provides no warranty of any kind for the Bailed Property. Bailee shall, to
the extent reasonably required, be responsible for normal maintenance of the Bailed
Property, inclusive of replacement parts. Bailee will take reasonable means to store, situate
and maintain the Bailed Property and clearly identify as Bailor's owned property from
property of others.
Bailee warrants to Bailor that it will not permit or suffer any third party or parties to
assert any liens of whatsoever nature against the Bailed Property.
Each Party shall be excused from, and shall not be liable for, any delay in its
performance under this Agreement, and shall not be deemed to be in default for any
failure of performance hereunder due to causes beyond its control and not occasioned
by its negligence or fault. Such causes shall be conclusively deemed to include,
without limitation: war, warlike operations, explosions, accidents, government acts,
priorities, material control regulations or orders, failure of such Party's subcontractors
or vendors to perform due to causes beyond their control and not occasioned by their
negligence or fault, acts of God, acts of the public enemy, failure of or delays in
transportation, inability to procure materials after due and timely diligence, epidemics,
quarantine restrictions and labor troubles causing cessation, slowdown or interruption
of work.
The parties expressly agree that the laws of the State of Texas shall govern the validity,
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BAILMENT AGREEMENT
construction, interpretation, and effect of this Agreement without regard for any conflict of
laws provisions.
The parties to this Agreement shall endeavor to resolve all disputes through informal
negotiation in the first instance. Any action or proceeding to resolve disputes relating to this
Agreement that cannot be resolved through informal negotiations shall be brought in the
courts of Texas.
Without the prior written consent of the other Party, which shall not be unreasonably
withheld or delayed, neither this Agreement nor any interest herein shall be assignable by
either party (other than for the purposes of internal corporate reconstruction, reorganization,
merger or analogous proceeding) nor shall Bailee sublease or loan the Bailed Property or
permit it to be used by anyone other than Bailee or Bailee's qualified employees.
Any of the provisions hereof may be waived by the Party entitled to the benefit thereof.
Neither Party shall be deemed, by any act or omission, to have waived any of its rights or
remedies hereunder unless such waiver is in writing and signed by the waiving Party, and
then only to the extent specifically set forth in such writing. No waiver in whole or part, of
any breach or violation of this Agreement shall be deemed a waiver of any subsequent
breach or violation.
In connection with the operation or use of the Bailed Property after delivery to Bailee,
Bailee hereby releases Bailor and its officers, employees, agents and servants from, and
agrees to indemnify the Bailor and its officers, employees, agents and servants against, and
holds them harmless from, any and all losses, costs, claims, damages ("Claims") of
whatsoever nature or kind arising out of Bailee's use of the Bailed Property except Bailee
shall not be required to indemnify Bailor for Claims to the extent they were caused by the
negligence or intentional misconduct of Bailor.
The terms and conditions of this Agreement are severable, and if any provision herein shall
be in violation or contravention of any law, such provision shall be deemed not to be part of
this Agreement and the remainder of the Agreement shall remain in full force and effect.
This Agreement contains the entire Agreement between the parties hereto with respect to the
transaction contemplated hereby. No variations, modifications, or changes herein or hereof
shall be binding upon any party hereto, unless set forth in a modification or supplement
duly executed by, or on behalf of such party.
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BAILMENT AGREEMENT
This Agreement and any amendment hereto may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall be deemed to
be one and the same instnunent.
IN WITNESS WHEREOF, each of the parties hereto has executed this Bailment
Agreement as of the effective date.
City of Round Rock ("Bailee")
By' ,„ 44'x"~
Steve Norwood
Title: City Manager Title: Mana
Place: City of Round Rock Place: Austin Tex
Date:
Overwatch Systems, Ltd. ("Bailor")
Dale: 2 ' 7-1
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