HomeMy WebLinkAbout01-271 Resolution No. 01-271
RESOLUTION
AUTHORIZING EXECUTION OF A BETA SITE LICENSE AGREEMENT
WITH MOTOROLA, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Ed Schock, Mayor, be and is hereby authorized and
directed to execute a Beta Site License Agreement on behalf of
the City of Elgin with Motorola, Inc . for a Beta Test Site for
their Air Mobile Product, a copy of which is attached hereto and
made a part hereof by reference.
s/ Ed Schock
Ed Schock, Mayor
Presented: October 10, 2001
Adopted: October 10, 2001
Omnibus Vote : Yeas : 7 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
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BETA SITE LICENSE AGREEMENT
This Beta Site License nt"), made as of the 1 eday of July, 2001 ("Effective Date"),
is red into Inc., ("Motorola"), located at 1200 High Ridge Road, 8tamhurd,
CT 06905 and Elgin Police Department Customer ("Customer"), located at
151 Douglas; Elgin, IL 60120, agree that:
Motorola may, from time to time, design and develop new Software and/or Firmware and associated
documentation (collectively referred to herein as "Products") which Motorola desires to make available to
Customer before general release; and
Customer may desire to receive an early version of the Products before they are offered for general
release;
Motorola shall provide the Products to Customer under Beta Site License Program ("Program") described
in this Agreement. All Products provided to Customer by Mohono|a, which have not been offered for
general release shall be subject to this Agreement, and each reference in this Agreement to "Products"
shall be a reference to each and any such Products.
1. Purpose and Use.
The purpose of the Program is for Customer to evaluate Products before Motorola offers them for
general release. The Products are PRE-RELEASE and continue to be tested in-house by
Motorola. New versions of the Products may be issued during the Program in order to correct
problems or add new features. Motorola will not support Beta Products after the Products are
generally released. Customer agrees to use the Products solely for the purpose of qualification
and testing. Customer further assumes full responsibility for deploying the Products in any field
site.
Customer agrees to provide Motorola assistance through written reports on all Products-related
prob|emu, test results, compatibility with Customer's hardware and software platforms, and
Products performance in Customer's applications. ("Reports") Reports shall become the
Confidential Information of Motorola, and Customer agrees not to disclose this Confidential
Information to any person except its employees or agents who need to know the Confidential
Information in order to fulfill the obligations of this Agreement. Customer further acknowledges
and agrees that the obligations of confidentiality shall survive the termination of this Agreement or
except as required by law and of the Program as to any Products.
2. Term/Option to License.
The evaluation period for the Products provided under this Program shall commence on the
Effective Date and continue thereafter for a period of 6 weeks. However, either party has the right
to terminate this Agreement at any time after thirty (30) days from the Effective Date upon ten (10)
days prior written notice.
Upon termination or expiration of this Agreement. Customer shall either: (i) promptly return the
Products to Motorola without modification and in the same condition as originally delivered by
Motorola to Customer, or (ii) license the Products pursuant to Motorola's standard software
license agreement.
3. Software License.
Motorola grants to Customer a ternpnrary, non'exo|uoive, non-transferable right to use the
Products during the term of this Agreement.
MOTOROLA/ 1 July 19,2001
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4. Term and Termination
The Program as to each Product shall last the lesser of: (i) the completion of the term of this
Agreement; (ii) the time Motorola offers the Products for general release, or (iii) Motorola
withdraws the Products and thereby terminates the Program as to that Product. The duration of
the Program as to each Product shall be determined by the stability of the Products at the various
Program sites and the time required to correct problems found during the Program as to those
Products.
If, for any reason, Motorola withdraws any Products, Motorola shall notify Customer in writing. In
that event, Motorola reserves the right to require that Customer return the Products to Motorola
within thirty (30) days. Customer understands and agrees that Motorola is not obligated to offer
any Products for general release.
5. Proprietary Rights.
Customer agrees that title to all applicable patent, copyright, trademark, trade secret, and any
other intellectual property rights in and to the Products are and shall remain the exclusive property
of Motorola. Customer shall secure and protect the Products and Motorola's Confidential
Information in a manner consistent with the maintenance of Motorola's rights.) exoetl- qs f-etutr4)
6. Disclaimer of Warranties and Limitation of Liability.
MOTOROLA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER'S
REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. ON THE
CONTRARY, THE PURPOSE OF THIS AGREEMENT IS TO PROVIDE FOR THE EVALUATION
OF THE PRODUCTS. AS A RESULT, CUSTOMER WAIVES ANY AND ALL CLAIMS THAT IT
MAY HAVE AGAINST MOTOROLA ARISING OUT OF THE PERFORMANCE OR NON-
PERFORMANCE OF THE PRODUCTS. THE PRODUCTS, INCLUDING ALL SOFTWARE,
FIRMWARE AND DOCUMENTATION, THEREFORE ARE PROVIDED "AS-IS". MOTOROLA
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
MOTOROLA SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY
CLAIM, LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST
PROFITS, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING
OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS OR
ANY DATA, SOFTWARE OR EQUIPMENT RELATED THERETO OR USED IN CONNECTION
THEREWITH. No representation or warranty regarding the Products may be made without
Motorola's prior written consent, and any warranty or representation made by Customer or its
customers regarding the Products shall not constitute an obligation of Motorola.
7. General.
7.1 Except as specifically otherwise provided in this Agreement, Customer may not assign or transfer
this Agreement or any rights hereunder without the prior written consent to Motorola. Motorola
reserves the right to refuse to honor any sublicense or assignment which, in the opinion of
Motorola's legal counsel, would require Motorola to violate any U.S. export restriction, regulation
or law. Motorola may assign or subcontract any installation or other work to be performed.
7.2 The interpretation and enforcement of this Agreement shall be governed in all respects by the
laws of the State of Illinois.
MOTOROLA/ -2- July 19,2001
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7.3 All notices under this Agreement shall be in writing and shall be given in peraon, by facsimile, by
receipted courier or by certified U.S. mail, addressed to the addresses set forth at the beginning of
this Agreement or to such other address as either party may designate by written notice to the
other. All written notices sent bmail shall be sent first class or better, postage prepaid. All
notices shall be deemed to have been given on the earlier of the date actually received or the fifth
day after mailing. Motorola or Customer may change any of their respective addresses or
telephone numbers herein upon written notice to the other party.
7.4 If any of the provisions of this Agreement shall be held invalid or unenforceable under applicable
law, such invalidity or unenforceability shall not invalidate or render this Agreement unenforceable
but it shall be construed as if not containing the particular invalid or unenforceable provisions and
the respective right and obligations of Motorola and Customer shall be construed and enforced
accordingly.
7.5 The parties agree that where the context of any provision indicates an intent that it shall survive
the term of this Amendment then it shall survive.
7.6 Failure or delay on the part of Motorola or Customer to exercise any right, power or privilege
hereunder shall not operate as a waiver thereof.
7.7 This Agreement constitutes the entire agreement of Motorola and Customer with respect to the
subject matter hereof and supersedes all previous proposals, commitments, representations and
Agreements of any nature whatsoever. Any amendment to this Agreement shall be in writing,
signed by the duly authorized representatives of each party.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their respective duly
authorized representatives.
MOTOROLA, INC. ELGIN POLICE DEPARTMENT
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By: 4 `�
By: ���� �~ '
��n�N> -- (Signature)
Name: Shirley Eis Name: Mayor Ed Schock
(Print-Block Letters) (Print-Block Letters)
Title: MCEI Vice President Title: Mayor
(Print Block Letters) (Print Block Letters)
MOTOROLA/ n' July 19,2001
<I OF Et,. 0100
City Agenda Item No.
Elgin of Pi
Voi244-Do‘
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July 6, 2001
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TO: Mayor and Members of the City Council
SAFE CONANILJNIFTV
FROM: Joyce A. Parker, City Manager
SUBJECT: Air Mobile Beta Agreement with Motorola
PURPOSE
The purpose of this memorandum is to give the Mayor and members of
the City Council information to consider entering into a contract
with Motorola for a Beta Test Site for their Air Mobile Product.
BACKGROUND
The City of Elgin has been progressing with the computerization of
the Police and Fire Departments since 1994 . Toward that end, the
involved departments formed a Computer Aided Dispatch (CAD)
Committee to study and recommend appropriate equipment and software
to allow both departments to work more efficiently and effectively.
In 1996, the first and second phases of the project went on line.
The committee has been working on the third and hopefully final
phase for implementation in late 2001 or 2002 .
During the course of research for CAD Phase Three, the committee
became aware that Motorola was developing a product that would fit
very well into our plan and provide a part of the unfinished
solution. This product, Air Mobile, would provide a wireless
network between the City' s current network and _the mobile fire and
police units. This network would greatly enhance the ability of the
City to update large amounts of information and provide software
upgrades wireless. This ability was envisioned by the committee in
1993, but was not then a commercially available product .
During our discussions with Motorola, it was learned that they were
looking for a Beta site to try their multi-location platform and
they offered to participate with Elgin in a Beta project . The
attached contract outlines this agreement and would allow the City
to gain experience with this application before making a complete
commitment . In the event the product fulfills all of our needs, it
will be made available to the City for purchase at 50% of the
normal product cost . This product has not yet been released, but we
(PP' Air Mobile Beta
July 6, 2001
Page 2
estimate the software product to be priced near $60 , 000 with Elgin
receiving a 50% discount . Minimal staff time is anticipated. The
City will be responsible to purchase fixed end equipment and that
equipment remains the property of the City and could be used in
another wireless network scenario, if needed. All of the equipment
that the City will be required to purchase is anticipated to cost
less than $10, 000 . The equipment is not manufactured by Motorola,
but Motorola will act as a reseller and has provided the lowest
cost of the three vendors contacted by the City for this equipment .
If the Beta is successful , any expansion of this project will be
brought back before the City Council for approval .
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
The Computer Aided Dispatch Committee, comprised of representatives
from the Fire, Police and MIS Departments .
nil,/ FINANCIAL IMPACT
; / The Cost of the hardware is budgeted and in the E911 Fund number
folk 220-0000-791 . 92-47 .
EGAL IMPACT
The agreement has been reviewed and approved by the legal
department .
ALTERNATIVES
The City may chose not to enter into this beta site agreement and
proceed to purchase equipment and software .
RECOMMENDATION
It is recommended that the City enter into this agreement with
Motorola for a Beta test with Motorola .
Respectfully submitted,
*'S\
Joyce A. Parker
City Manager