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HomeMy WebLinkAbout08-297 Resolution No. 08-297 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOTOROLA, INC. FOR THE PURCHASE OF AN EMERGENCY E911 SYSTEM UPGRADE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Motorola, Inc. for the purchase the Emergency E9 I system upgrade,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: December 17, 2008 Adopted: December 17, 2008 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/ Diane Robertson Diane Robertson, City Clerk MOTOROLA November 14, 2008 Mr. Joe Bush Elgin Police Department 151 Douglas Avenue Elgin, IL 60129 Tel: (847) 289-2778 Re: Proposal B07-0807A for Migration to Motorola Geofile Utility and Phase 11 Wirelss Support Dear Mr. Bush: Motorola Inc., a Delaware corporation, ("Seller"), is pleased to present to you, as "Customer," the enclosed proposal dated November 14, 2008 (the "Proposal"). This Proposal is subject to the enclosed Standard Terms and Conditions of Sale and is valid for 180 days from the date of this proposal. You may accept this Proposal by either signing where indicated on the Standard Terms and Conditions of Sale, or by simply issuing a purchase order, referring to this Proposal number B07-0807A. Upon signature, please send your order to: Motorola Project Support Office 7237 Church Ranch Blvd., Suite 406 Westminster, CO 80027 We appreciate your consideration of this Proposal and hope you will find it acceptable. We look forward to receiving your response. Please feel free to contact your Motorola Public Safety Solutions Consultant, Greg Grier, at(847) 741-9341 if you have any questions regarding this proposal. Sincerely, Steve Palm Business Development Manager Public Sector Applications—Government& Commercial Markets - Americas Attachments 1 Motorola,Inc.,Government&Commercial Markets-Americas 6000 Spine Road,Boulder,CO 80301 U.S.A.Tel:+1 303 527 4000 Attachments Table of Contents Attachment 1. Statement of Work.............................................................................................1 1.1 Introduction................................................................................................................................l 1.2 General Requirements................................................................................................................1 1.3 Statement of Work(SOW).........................................................................................................3 Attachment 2. Motorola Geofile Utility Description ...............................................................6 2.1 ESRI ArcGIS Software (Required)............................................................................................6 2.2 Personal Geodatabase Format (Required) .................................................................................7 2.3 ArcSDE (Optional) ....................................................................................................................8 Attachment 3. Performance Schedule.......................................................................................9 Attachment4. Pricing...............................................................................................................10 Attachment 5. Standard Terms and Conditions of Sale........................................................11 Proposal B07-0807A November 14,2008 Attachments 1 Attachment 1 . Statement of Work 1.1 Introduction The intent of this document is to clarify the responsibilities of Motorola and Elgin, IL Police Department("Customer") regarding the scope of work, deliverables and schedule of the project described herein. 1.1.1 Purpose of Statement of Work This Statement of Work(SOW) describes the work to be performed for the installation, configuration, testing, and training to migrate from GGM to Motorola Geofile Utility (MGU) and the reconfiguration of Phase II Wireless Compliance for Customer. It delineates responsibilities between Motorola and the Customer as agreed to by the contract. Implementation of the system shall proceed in accordance with the attached Performance Schedule and this SOW. The final schedule and starting date are contingent on contract award and final negotiated contract terms. A Motorola Project Manager shall lead the Motorola Project team. The primary function of the Project Manager is to successfully implement the project with all deliverables, within the allotted timeframe. Changes to this document shall be made through a Contract Amendment Process described in this SOW. 1 .2 General Requirements This SOW is based on the premise that Motorola will provide MGU software licenses, deployment services, and training for the project as identified in this SOW. Motorola and the Customer will each provide a project manager to act as the single point of contact for all administrative, technical, and scheduling issues related to the project. 1.2.1 Motorola's Project Responsibilities (General) • Provide a Project Manager responsible for managing all Motorola activities, deliverables, and schedule during the period of the contract. • Provide a project implementation team to implement the system as defined in the contract. Design,engineering,and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc.,or its designees. Proposal B07-0807A November 14,2008 Page 1 • Prepare and maintain project progress and status reports. • Schedule the system cutover in agreement with the Customer so as to minimize the impact to the Customer. • Work with the Customer Project Manager in the resolution of project issues. • Maintain and report overall project action items for Motorola and Customer required activities. 1.2.2 Customer Project Responsibilities (General) Customer shall be responsible for the performance of all equipment and software provided by Customer for use by Motorola in the performance of this contract. Customer's responsibilities on this project are further defined in the Performance Schedule and in this SOW. If the Customer employs an outsourced IT vendor to perform certain Customer identified responsibilities, the Customer is responsible for managing the outsourced IT vendor and assuring delivery according to the project plan. Customer's general responsibilities include the following: • Provide a customer Project Manager as a primary point of contact. Provide support for and counterparts to the Motorola project implementation team to implement the system as defined in this SOW. This generally involves: 0 Providing access to key personnel in a timely manner 0 Providing access to facilities and equipment 0 Providing timely responses to Motorola requests for information necessary for the performance of this contract. • Review and comment on project progress and status reports. • Cooperate in the scheduling of system cutover so as to minimize the downtime of the system and the impact to the Customer. • Support a safe work environment for all activities. • Work with the Motorola Project Manager in the resolution of project issues • Participate in and support overall project scheduling. Be responsible for timely execution of Customer responsibilities as defined in this SOW. • Provide all required IT infrastructure to include specified servers, Oracle licenses, and administration • Obtain the required prerequisite ESRI training prior to attending the MGU training course (ArcGIS I and ArcGIS II courses). • Other specific tasks as defined in this SOW. Proposal B07-0807A November 14, 2008 Page 2 1 .3 Statement of Work (SOW) The following statement of work for Customer project is a 1-1 correlation with major task numbers from the Project Schedule on the preceding page. Each task has a Name, Motorola Responsibilities, Motorola Deliverables and Customer Responsibilities. This SOW, in conjunction with the corresponding Project Schedule, constitutes the Work Plan. Any changes to the scope of work shall be by Contract Amendment to the contract as previously described. Task Name Motorola Responsibilities - . Motorola Delivera bl es Customer`Responsibilities MGU Phone The geofile project will be initiated 1) Discuss GGM to MGU migration 1) Attend the phone conference meeting. Conference with an MGU phone conference requirements. 2) Maintain project communications with that includes all key Customer representatives and Motorola's 2) Maintain geofile project Motorola's Geofile Project Coordinator. Geofile Project Coordinator. The communications with Customer's Geofile 3) Attend any required ESRI training(i.e., objective of the phone conference System Administrator. ArcGIS I and ArcGIS 11 courses). is to discuss the Customer 3) Manage the efforts of Motorola's staff preparedness and overall scope of and coordinate Motorola activities with migration from GGM to MGU. Customer's Geofile System Administrator MGU Training Motorola will conduct a one(1) 1) Prepare training materials. 1) Assign appropriate personnel, including day training course for personnel, the Geofile System Administrator, to attend 2) Instruct up to four(4)Customer including Customer's Geofile the MGU Training. System Administrator, so Customer Personnel, including the Geofile System personnel acquire the knowledge Administrator on MGU functionality. 2) Install the MGU software on the ArcGIS necessary to install and use the 3) If applicable, instruct Customer on workstation. MGU software as well as build the access to the distance learning Personal Geodatabase. The application. training is held at the Customer's site. 4) Provide instruction on installing the MGU software on the ArcGIS workstation. 5) Provide phone support for participants of the class after the training has been completed. Proposal B07-0807A November 14, 2008 Attachments Page 3 �I Task Name Motorola Responsibilities . MotorAibelivcrables Customer Responsibilities GIS Data Motorola will review with 1) Assist Customer with creation and 1) Initiate upload and apply processing of Support Customer existing GIS data. configuration of the Personal GIS data to CAD, using MGU. Customer will have all data layers Geodatabasc. 2) After training has been conducted, in shape file format and available for use during the GIS Data and 2) Initiate upload and apply processing of perform subsequent GIS data upload and Personal Geodatabase Workshop GIS data to CAD using MGU. apply processes to CAD using MGU. portion of training. ArcGIS Motorola will purchase the ArcGIS 1) ESRI ArcGIS (ArcEditor level) Receive the configured workstation Workstation and workstation and the ESRI ArcGIS software and ArcGIS workstation. Software (ArcEditor level) software if ) ArcGIS workstation. Customer does not own it. ❖ One (1)ArcGIS (ArcEditor level) single user license. ❖ Desktop PC Assumption: Customer does not require multiple user editing and that the GIS database does not exceed two (2) gigabytes in size. If Customer requires multiple user editing, or if the GIS database exceeds two(2) gigabytes in size, then ArcSDE is required. Build Personal Motorola will take the base Provide a personal geodatabase on the Provide Motorola the most current version Geodatabase mapping data from the current ArcGIS workstation. of mapping data from the production GGM geodatabase and build the GGM. required Personal Geodatabase for use with MGU. Phase 11 Motorola will Reconfiguration Services Customer will: Reconfiguration 1. Provide an Interface a. Provide a list of all of the wireless Requirements Document (IRD) service provider companies operating outlining the requirements and in their service area and the associated Proposal B07-0807A November 14, 2008 Attachments Page 4 i Task Name lYMtorola Responsiliilit�es Motorolabeliverables, Customer.Responsibilities' information necessary for the ANI/ALI data strings and message upgrade to support inbound formats. This information will be Phase II Wireless messages. provided before the commencement of 2. Capture a sample of the E-91 I this project. DataStream or data spill from b. Provide the required CAD system The City of Elgin existing access to Motorola personnel. providers for analysis and c. Provide the required TCP/IP future re-configuration. connections between the CAD server 3. Re-configure the existing E- and any CAD related components as 911 CAD interface, up to seven required. (7) wireless service providers, d. Act as liaison between Motorola and to provide specified functionality. the wireless service providers, as necessary. 4. Provide telephone support after e. Coordinate activities between the the E91 1 reconfiguration has mobile phone carriers/service been accomplished, if required. providers, for the interface, support, and testing of the interface. f Assist Motorola in testing the reconfigured E-911 interface. Proposal BO7-0807A November 14,2008 Attachments Page 5 Attachment 2. Motorola Geofile Utility Description The MGU is required to obtain the correct geofile format for use in CAD. The MGU runs on Environmental Systems Research Institute (ESRI) ArcGIS desktop software (ArcEditor level minimum). See below for additional information about ESRI ArcGIS software. The MGU will provide Customer with the following functionality. • Builds, filters, and transfers ESRI ArcGIS (ArcEditor level) data directly to Premier CAD in the correct CAD geofile format. • Provides analysis tools that check for GIS data discrepancies from a CAD perspective. For example, street errors such as missing addresses, gaps in address ranges, overlaps in address ranges, flipped address ranges and other logical address errors are identified and flagged by the MGU. • Correctly assigns the GIS street centerlines, intersections, and common places to the service boundaries they fall within. 2.1 ESRI ArcGIS Software (Required) The ESRI ArcGIS software enables the creation and modification of all map layers and map elements defined in the GIS data. This includes the street centerlines, intersections, common places, service boundaries, municipalities and all other map layers that may exist. The ESRI ArcGIS desktop comes in three software products, each providing higher levels of functionality. For Motorola customers, the minimum level of ArcGIS functionality required is the ArcEditor level of functionality. The ArcInfo level includes several spatial analysis tools and advanced geo-processing utilities, however these tools are not required to build the CAD geofile. The software products all share a common architecture so users can distribute their work with other users and map data can be accessed interchangeably in all three products. The three ESRI ArcGIS software products are as follows: • ArcView is the lowest level of functionality that provides comprehensive mapping and analysis tools along with geoprocessing tools. This level of functionality will not be adequate for Motorola customers. • ArcEditor includes the full functionality of ArcView with the addition of advanced editing capabilities for coverages and geodatabases. This level of functionality will be the minimum level required for Motorola customers. • ArcInfo extends the functionality of both ArcView and ArcEditor to include advanced geoprocessing. Although this level of functionality is not required by most of Motorola's customers, Motorola supports the ArcInfo level. Proposal BO7-0807A November 14, 2008 Page 6 For additional information regarding ESRI software, access www.esri.com. 2.2 Personal Geodatabase Format (Required) The ESRI ArcGIS Desktop supports a data format called the "geodatabase" (short for geographic database). The geodatabase is the latest data model created by ESRI for representing GIS data; feature classes and data relationships are all managed in a single database file. Customer must supply the GIS data in the personal geodatabase format or purchase the Build Personal Geodatabase Option where Motorola builds the personal geodatabase from Customer's GIS data. If required by Customer, Motorola will provide detailed instructions on how to build a personal geodatabase. The ESRI Learning Center also offers instructor-led courses regarding building the personal geodatabase. Access www.esn'.com/training for information regarding ESRI Training site locations and dates. For experienced ESRI ArcGIS users that require information regarding building the personal geodatabase, the ESRI Virtual Campus offers web-based training and workshops on creating, editing, and managing the geodatabase. Access http:Hcampus.esri.com for additional information. There are two types of ESRI geodatabases as follows. • Personal geodatabase: The personal geodatabase can only be used by one person at a time and is stored in a database format(Microsoft's Jet engine). The personal geodatabase can be created using ArcGIS (ArcEditor or ArcInfo level). A personal geodatabase provides services for managing geographic data; these services include validation rules, relationships and topological associations. The personal geodatabase is required for Motorola customers; it is configured to include many data types that may include shapefiles, CAD drawings, etc. • Enterprise geodatabase: The Enterprise geodatabase is also referred to as a multiuser geodatabase which requires ArcSDE for editing. The Enterprise geodatabase can be edited and viewed by multiple users at the same time and is stored in Oracle. SQL Server. Informix, or IBM DB2. The geodatabase offers these advantages over its predecessor(the coverage model): • All GIS data layers are stored together in a single relational database management system(RDBMS). This allows organizations to have an integrated data management policy covering all data, which simplifies support and maintenance. • Provides support for intelligent features, rules, and relationships. The geodatabase data model supports a collection of objects (rows in a database table) and features (objects with geometry). The geodatabase supports advanced capabilities such as geometric and logical networks, true curves, complex polylines, and user-defined Proposal B07-0807A November 14,2008 Page 7 features. Users can define topological and associative relationships and rules that define how feature classes interact. • Geodatabases can be accessed via the standard menus and tools in ESRI software. 2.3 ArcSDE (Optional) Motorola customers have the option to purchase ArcSDE for additional functionality. ArcSDE is the GIS gateway to relational databases allowing the user to manage GIS data in a RDBMS and serve data openly to the ArcGIS Desktop. ArcSDE supports the following RDBMS: Oracle, Microsoft SQL Server, Informix, and IBM's DB2. ArcSDE allows users to manage a GIS database of unlimited size, and supports a continuous and seamless (not tiled or split) database. Motorola customers will be required to purchase ArcSDE if the following is true: • The customer's database exceeds two (2) gigabytes. • The customer requires multiple user map editing (where multiple GIS editors can make GIS data updates simultaneously). Proposal B07-0807A November 14, 2008 Page 8 Attachment 3. Performance Schedule Execution of the performance schedule requires dedicated focus from Customer configuration managers and trainers who need to learn how to configure and utilize MGU. The Duration column shows the window during which the task is to occur. The activity will not necessarily occupy the entire Duration shown. -". ID Name Duration Elgin,IL MGU and Phase 11 Wireless Upgrades 5 Contract Signing 0 pM "5` Elgin,IL GGM to MGU Migration 5 MGU Phone Conference Call 1 MGU Training 4 MGU GIS dataSupport 2 ArcGIS Software and Workstation 3 Personal Geodatabase 1 E911-Phase II Reconfiguration 5 Proposal BO7-0807A November 14, 2008 Page 9 Attachment 4. Pricing PROPOSAL PRICE SUMMARY Other Hardware/Software $8,912 Implementation/installation $22,602 Grand Total $31,514 Motorola pricing is based on a complete system solution. The addition or deletion of any component(s)may subject the total system price to modifications. PRICE DETAIL Other Hardware and Software $8,912 MQUl Work&36on ArcSDE-HP Compaq Business.Desktop do 7700.Intel P4 3GHZ.2.OGB RAM;240Gb HD,MS Windows XP'Pro,MS SOL Server2000:SE&&CALS, 1 TFT '.19 -HP L1940,T-Flat panel display-,1280 x-1024 175 Hz-j0.294 mm,='DVI,VGA(HD- 15),-carbonite z" .ArcGIS(ArcEditor Level)License �_ 1 Implementation/Installation $22,602 [6GMao.tilGtl.Mlgration andand �eless Phase Il`ReconTrguration $ 31,514 Proposal B07-O807A November 14,2008 Confidential Proprietary-Pricing valid for 180 days from the date of this proposal. Attachments Page 10 Attachment 5. Standard Terms and Conditions of Sale The following pages provide the Standard Terms and Conditions of Sale. Proposal BO7-0807A November 14,2008 Attachments Page 11 Standard Terms and Conditions of Sale I. Scope. Motorola, Inc. ("Seller") will sell to Customer and Customer will purchase from Seller the equipment, parts, software, or services related to the equipment(e.g. installation)described in Seller's Proposal dated November 14,2008.These terms and conditions, together with the Proposal, comprise the "Agreement." Customer may indicate its acceptance of this Agreement by signing below or by issuing a purchase order that refers to either the Proposal or to a Customer solicitation to which the Proposal responds. Only these terms and conditions apply to the transaction, notwithstanding any inconsistent or additional terms and conditions contained in the purchase order or Customer solicitation. 2. Price and Payment Terms. The Contract Price is U.S. $31,514, excluding applicable sales, use, or similar taxes and freight. Seller will submit invoices to Customer for products when they are shipped and,if applicable,for services when they are performed. Customer will make payments to Seller within twenty(20)days after the invoice date. Seller will pre-pay and add all freight charges to the invoices. Title and risk of loss to equipment or parts will pass to Customer upon shipment. Title to software will not pass to Customer at any time. Seller will pack and ship all equipment, parts or software in accordance with good commercial practices. 3. Software. If this transaction involves software, any software owned by Seller ("Motorola Software") is licensed to Customer solely in accordance with Seller's Software License Agreement ("SLA"), which is attached as Exhibit A and incorporated herein by this reference. Any software owned by a third party("Non-Motorola Software")is licensed to Customer in accordance with the standard license,terms,and restrictions of the copyright owner unless the owner has granted to Seller the right to sublicense its software pursuant to the SLA, in which case the SLA applies and the owner will have all rights and protections under the SLA as the Licensor. Seller makes no representations or warranties of any kind regarding Non-Motorola Software. 4. Express Limited Warranty and Warranty Disclaimer. Motorola Software is warranted in accordance with the SLA. For one year from the date of shipment, Seller warrants that the equipment and parts under normal use and service are free from material defects in material and workmanship. These warranties do not apply to(i)defects or damage resulting from: use of the equipment,part,or Motorola Software in other than its normal,customary,and authorized manner;accident, liquids,neglect,or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Seller; or Customer's failure to comply with all applicable industry and OSHA standards;(ii)breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) equipment that has had the serial number removed or made illegible; (iv)batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship equipment or parts to the repair depot; (vi) scratches or other cosmetic damage to equipment surfaces that does not affect the operation of the equipment; and(vii) normal or customary wear and tear. These express limited warranties are extended by Seller to the original user purchasing the products for commercial, industrial,or governmental use only,and are not assignable or transferable. If Customer gives notice of a valid warranty claim before the expiration of the warranty period, Seller will (at its option and at no additional charge to Customer) repair the defective product, replace it with the same or equivalent product, or refund the price of the defective product. This action will be the full extent of Seller's liability for a warranty claim. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Seller. THESE WARRANTIES ARE THE COMPLETE WARRANTIES AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. Delays and Disputes. Neither party will be liable for its non-performance or delayed performance if caused by an event, circumstance,or act of a third party that is beyond a party's reasonable control(a"Force Majeure"). Each party will notify the other if it becomes aware of a Force Majeure that will significantly delay performance. The parties will try to settle any dispute arising from this Agreement(except for a claim relating to intellectual property or breach of confidentiality)through good faith negotiations. If necessary, the parties will escalate the dispute to their appropriate higher-level managers. If negotiations fail, the parties will jointly select a mediator to mediate the dispute and will share equally the mediation costs. Neither party will assert a breach of this Agreement without first giving the other party written notice and a thirty (30) day period to cure the alleged breach. 6. LIMITATION OF LIABILITY. Except for personal injury or death,Seller's total liability,whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the purchase price of the products or services for which losses or damages are claimed. SELLER WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA,GOOD WILL, REVENUES, PROFITS OR SAVINGS;OR OTHER SPECIAL,INCIDENTAL,INDIRECT,OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT,THE SALE OR USE OF THE PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one year after the accrual of the cause of action. This limitation of liability survives the expiration or termination of this Agreement. Proposal B07-0807A November 14,2008 Short Form.FINAL.1.10.05 Page 1 7. Confidential Information and Preservation of Proprietary Rights. The SLA governs software confidentiality. As to any other information marked "Confidential" and provided by one party to the other, the receiving party will maintain the confidentiality of the information and not disclose it to any third party;take necessary and appropriate precautions to protect the information; and use the information only to further the performance of this Agreement. Confidential information is and will remain the property of the disclosing party,and no grant of proprietary rights in the confidential information is given or intended. Seller,any copyright owner of Non-Motorola Sofhvare,and any third party manufacturer own and retain all of their proprietary rights in the equipment, parts and software, and nothing herein is intended to restrict their proprietary rights,. Except as explicitly provided in the SLA,this Agreement does not grant any right,title or interest in Seller's proprietary rights,or a license under any Seller patent or patent application. 8. Miscellaneous: Each party will comply with all applicable laws,regulations and rules concerning the performance of this Agreement or use of the products. Customer will obtain and comply with all FCC licenses and authorizations required for the installation,operation and use of the products. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the products are installed. This Agreement constitutes the entire agreement of the parties regarding this transaction, supersedes all previous agreements and proposals relating to this subject matter, and may be amended only by a written instrument executed by both parties. Seller is not making, and Customer is not relying upon,any representation or warranty except those expressed herein. There are no certifications or commitments binding Seller applicable to this transaction unless they are in writing and signed by an authorized signatory of Seller. Seller Cust By: r By: J � 6' p,? Name and Title: Name and�JO4�n Date: / �- L p Date: 4b ,1,0 Q Proposal BO7-0807A November 14,2008 Short Form.FINAL.1.10.05 Page 2 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola, Inc., ("Motorola"), and Elgin Police Department("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola or other suppliers to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" refers to the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software"does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses Motorola G&PS Exhibit SLA J008 Page 1 Contract No. B07-0807A November 14,2008 s governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i)install a licensed copy of the Software on more than one unit of a Designated Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. If Licensee purchases an Enterprise License, Licensee may install and use the client components of the Software on multiple workstations provided that: the Software is only installed in Licensee facilities, and the software use is limited to Licensee's employees, agents and/or consultants of Licensee. If Licensee purchases a non-production Software License, in addition to the other terms of this Agreement, the non-production Software may be used solely for non-production usage. Utilization as a test, training, and/or staging system is an example of typical non-production usage. 4.4. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Motorola G&PS Exhibit SlA Ju108 Page 2 Contract No. B07-0807A November 14,2008 Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of one (1) year from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally- equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport®software)which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the Motorola G&PS Exhibit SLA Jul08 Page 3 Contract No. BO7-0807A November 14, 2008 transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination.of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Motorola GBPS Exhibit SLA Jul08 Page 4 Contract No. B07-0807A November 14,2008 Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Motorola G&PS Exhibit SLA Jul08 Page 5 Contract No. B07-0807A November 14,2008 . L November 13. 2008 _. TO: Mayor and Members of the City Council FROM: Olufemi Folarin. City Manager Jeffrey Swoboda, Deputy Chief of Police SUBJECT: Advancing Elgin Emergency Communications E9-1-1 to Phase II Wireless Capability and Compliance PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information regarding an Emergency Communications E9-1-1 system upgrade. RECOMMENDATION It is recommended that the City Council approve the proposal by Motorola to upgrade the Emergency Communications E9-1-1 telephone system in order to comply with Federal Communications Commission (FCC) Phase II Wireless requirements in the amount of$31,514. BACKGROUND In 1998; the FCC began defining standards and drafting requirements for how cellular phone carriers are to handle 911 calls. These requirements were broken down into two implementation phases. E9-1-1 Phase I and E9-1-1 Phase II. Phase I states that for any cellular 9-1-1 call made, the nearest Public Safety Answering Point (PSAP) would receive the location of the cellular tower Where the call was originated. Phase II Wireless states that for any cellular 9-1-1 call made, the nearest PSAP would receive the GPS coordinates of the cellular caller. The Elgin E9-1-1 system is currently Phase I compliant and is capable of Phase II compliance upon the completion of this proposed upgrade. After the upgrade, cellular 9-1-1 calls received will include the GPS coordinates of the caller and the location will appear on a computerized map at the dispatch position. COMMUNITY GROUPSIINTERESTED PERSONS CONTACTED Emergency Telephone System Board E9-1-1 Phase li Wireless Capability and Compliance November 13. 2008 Page 2 FINANCIAL IMPACT The proposed contract with Motorola would total $31, 14. The expense would be charged to the E-911 Telephone System Fund, account number 220-0000-791.92-47, "Communications Equipment," project number 239814, "911 Upgrade". There are sufficient funds budgeted ($400;000) and available ($400;000) in this account to pay for the upgrade. LEGALIMPACT None ALTERNATIVES 1. The City Council may choose to approve the proposal and upgrade the E9-1-1 telephone system to become Phase II compliant. 2. The City Council may choose not to approve the proposal and continue operating as a Phase I Wireless E9-1-1 center. Respectfully submitted for Council consideration. js Attachments r� City of Elgin Memorandum Date: December 22, 2008 To: Jeff Swoboda, Deputy Police Chief From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 08-297, Regarding the agreement with Motorola, Inc. for the purchase of an emergency E911 System upgrade Enclosed please find the above referenced agreement. Please distribute to the appropriate parties and if needed, retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you.