HomeMy WebLinkAbout02-294 Resolution No. 02-294
RESOLUTION
RATIFYING THE EXECUTION OF A COMMUNICATIONS EQUIPMENT AGREEMENT
WITH MOTOROLA, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that it hereby ratifies and approves the execution of a
Communications Equipment Agreement on behalf of the City of Elgin
with Motorola, Inc . for the purchase of six portable two-way
radios, a copy of which is attached hereto and made a part hereof
by reference .
s/ Ed Schock
Ed Schock, Mayor
Presented: August 28, 2002
Adopted: August 28, 2002
Omnibus Vote : Yeas : 7 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
. .'
COMMUNICATIONS EQUIPMENT AGREEMENT
Motorola, Inc., a Delaware corporation ("K4obouda.), by and through the United States & Canada Group of
its Comnnenoio|. Government, and Industrial Solutions Sector ("CGISS") and City of Elgin ("Customer")
enter into this Communications Equipment Agreement (the 'Y\gnaannent"), effective as of the last date
signed below (the "Effective Dabe^), pursuant to which Customer will purchase and Motorola will provide
Customer with the services and equipment specified in Exhibit B (the"Equipment").
Section 1 EXHIBITS
The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the
Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits
appear below.
Exhibit A Motorola software license agreement("Software License Agreement")
Exhibit B Motorola Proposal dated 6-3-2002
Exhibit C Motorola Standard Equipment Warranty
Section 2 SCOPE OF AGREEMENT
A. SCOPE OF WORK. Motorola will sell, deliver and inotaU, if applicable, and Customer will purchase
the goods and services specified in Exhibit B.
B. CHANGE ORDERS. Either party may request changes within the general scope of this Agreemenyf
a requested change causes an increase or decrease in the cost of or time required for the
performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the
Agreement price or performance mnhedu|e, or both. Motorola is not obligated to comply with
requested changes unless and until both parties execute a written change order.
C. ADDITIONAL PRODUCTS. For three (3) years after the Effective Date of this Agreement, Customer
may submit purchase orders for additional portable and mobile subscriber products manufactured by
Motorola's CGISS which are currently available at the time of order, If Customer and Motorola have
agreed to a convention for processing electronic data interchange ("EDI") tronoactimnm, purchase
orders may be transmitted electronically. Each purchase order must specifically refer to this
Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing and
delivery tennm, which must be stated on the purchase ordor. Customer and Motorola agree that the
applicable terms of this Agreement will be the only terms and conditions that govern the purchase and
sale of products identified on such purchase orders. Customer and Motorola agree that payment for
all additional products so purchased will be due within twenty-five (25) days after the date of
Motorola's invoice for the products.
O. EQUIPMENT MAINTENANCE SERVICE. Customer may purchase maintenance service for the
Equipment pursuant to the terms and conditions of the Motorola Service Agreement and software
support pursuant to the terms and conditions of the Motorola Software Subscription Agreement
(Exhibit D).
Contract No. 00-16343/BK Page 1 (Rev.01/15/99)
. .
COMMUNICATIONS EQUIPMENT AGREEMENT
E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to Customer solely
according to the terms and restrictions of the Software License Agreement attached as Exhibit A.
Customer hereby accepts all of the terms and restrictions of the Software License Agreement.
F. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software furnished by Motorola will be subject to
the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola
the right to sub-license such Non-Motorola Smfbwore, in which case the Software License Agreement
(including any addendum to satisfy such copyright owner's requirements) shall apply.
Section 3 PRICE AND PAYMENT
A. The total contract price is $18.117.20. Except for the first payment, which is due when customer
executes this agreement, Customer agrees to make payments to Motorola within twenty-five (25)
days after the date of invoices that will be submitted by Motorola according to the following payment
schedule:
25%of the contract value upon contract execution;
75% of the contract value upon shipment of equipment;
B. All freight charges will be paid by Motorola.
C. Upon contract execution, the Customer agrees to issue a Purchase Order in the full amount of the
contract price. The terms and conditions on the reverse side of such Purchase Order(s) shall not
apply.
Section 4 EQUIPMENT ACCEPTANCE
Motorola will test the Equipment in accordance with standard commercial praotioe, or in accordance with
Exhibit B. Equipment acceptance will occur upon the successful completion of such testing. Any use of
the Equipment without prior written authorization by Motorola shall constitute Acceptance.
Section 5 DELAYS
A. Under no circumstances will either party be responsible for delays or lack of performance resulting
from events beyond the reasonable control of that party ("Excusable Delays"). Such events indude,
but are not limited to, acts of God, weather oondiUona, compliance with laws and regulations
(excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental
oction, bid protemts, fire, strikes, |onk-outu, and other labor disruptions, material shodagas, riotm, acts
of war, and an Excusable Delay of a Motorola subcontractor.
B. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise
unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a
Customer delay during the time of ohipment. Motorola may ship the equipment as scheduled to a
location as designated by the Customer or if no such location is designated, a Motorola designated
storage facility for which Customer agrees to pay all fees.
Contract No. 00-16343/BK Page 2 (Rev. 01/15/99)
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COMMUNICATIONS EQUIPMENT AGREEMENT
Section 6 DEFAULT
If either party fails to perform this Agreement, that party may be considered to be in default, unless
such failure has been caused by an Excusable Delay. It is required of both parties to give written
notice of such default. Either party will have thirty(30)days from the receipt of such notice to provide
a plan of action that is acceptable to each party to cure the default.
Section 7 INDEMNIFICATION AND INSURANCE
A. Motorola agrees to and hereby indemnifies and saves Customer harmless from all liabilities which
may accrue against Customer on account of direct physical damage to tangible property or personal
injury to the extent the damage or ijury is caused by Motorola's negligence or recklessness, or that of
its enmp|oyeao, subcontractoxa, or agents while on the Customer's premises during the de|ivery,
instoUaUon, or testing of the Communications System pursuant to this Agreement. Motorola's
indemnification of Customer under this Section will be the full extent of Motorola's indemnification of
Customer from liabilities that are in any way related to Motorola's performance under this Agreement.
B. Motorola maintains General Liability and Automobile Liability insurance coverage in the following
amounts: general aggregate, $5,000,000; products and completed operations aggregate, $5,000,000;
workers' compensation and emnp|myero, liability, $1.080.000 per accident; and automobile liability,
$1,000,000 per accident. Upon written requemt, Motorola will provide to Purchaser a certificate of
insurance.
Section 8 LIMITATION OF LIABILITY
Notwithstanding any other provision to this Aonmemnent, except for personal injury or daoth, Motorola's total
liability, whether for breach of omntnact, warnanty, negligence, strict liability in tort, indennnificaUon, or
otherwise, will be limited to the direct damages recoverable under law, but not to exceed the total contract
price. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME,
INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS
AGREEK8ENT, THE SALE OR USE OF THE E{]U|PK8ENT, OR THE PERFORMANCE OF SERVICES
BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Limitation of Liability will survive the
expiration or termination of this Agreement. No action for a breach of this Agreement or otherwise relating
to the transactions contemplated by this Agreement may be brought more than one year after the accrual
of such cause of action except for money due upon an open account.
Section 9 GENERAL
A. TITLE AND RISK OF LOSS. Title to the Equipment will pass to Customer upon shipment of the
Equipment,except that title to Software will not pass to Customer at any time. Risk of loss will pass to
Customer upon delivery of the Equipment to the facilities designated by Customer.
B. TAXES. The purchase price does not include any amount for federal, sbate, or local excise, sales,
|ease, senvica, nanta|, use, prmperty, occupation, or other toxas, all of which (other than fedena|, sbato,
and local taxes based on Motorola's income or net worth)will be paid by Customer except as exempt
by law. If Motorola is required to pay or bear the burden of any such taxes. Motorola will send an
invoice to Customer and Customer will pay to Motorola the amount of such taxes (including any
Contract No.00-16343/BK Page 3 (Rev.01/15/99)
'
COMMUNICATIONS EQUIPMENT AGREEMENT
interest and penalties) within thirty days after the date of the invoice. Customer will be solely
responsible for reporting the Equipment for personal property tax purposes.
C. CONFIDENTIAL INFORMATION: Customer will not disclose any material or information identified as
Motorola proprietary and confidential to third parties without Motorola's prior written permission, unless
Motorola makes such material or information public or disclosure is required by law. If Customer is
required by law to disclose such material or infornneUon. Customer will notify Motorola prior to such
disclosure.
D. LICENSES. Motorola is not responsible for obtaining any license or other authorizations, including
FCC license(s), necessary for the acquisition or use of any product purchased hereunder.
E. SITES. In addition to its responsibilities described in Exhibit B, Customer agrees to procure any
necessary construction permits, building permits, zoning variances and the like, provide access to the
sites identified in Exhibit B as requested by Motorola, and have such sites available for installation of
the Equipment by Motorola in accordance with the performance schedule.
F. DISCLAIMER OF LICENSE. Except as explicitly provided in the Motorola Software License
Agreement included in Exhibit A, nothing in this Agreement will be deemed to grant, either directly or
by implication, metoppe|, or otherwise, any license or right under any patents, patent opp}iooUonn,
copyrights, trade nnarko, trade secrets or other intellectual property of Motorola.
G. ASSIGNABILITY. This Agreement may not be assigned by either party without the prior consent of
the other party except that Motorola may assign this Agreement to any of its affiliates or its right to
receive payment without the prior consent of Customer.
H. WAIVER. Failure or delay by either party to exercise any right or power under this Agreement will not
operate as a waiver of such right or power.
I. SEVERABILITY. If any portion of this Agreement is held to be invalid or unenfnnceeb|e, that provision
will be considered severable and the remainder of this Agreement will remain in full force and effect as
if the invalid provision were not part of this Agreement.
J. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the entire agreement of
the parties regarding the subject matter of this Agreement and supersedes all previous agreements
and understandings, whether written or oral, relating to such subject matter. This Agreement may be
a|tered, annmndmd, or modified only by a written instrument signed by the duly authorized
representatives of both parties.
K. REPRESENTATIONS AND COMMITMENTS. Motorola is not making, and Customer is not relying
upon,any representations or commitments except for those expressed in this Agreement.
L. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws
of the State of Illinois and venue of any action relative to this Agreement will be in Kane Counb/,
Illinois.
M. NOTICES: Notices authorized or required under this Agreement must be in writing and sent to the
below addresses:
Contract No. 00-16343/BK Page 4 (Rev.01/15/99)
COMMUNICATIONS EQUIPMENT AGREEMENT
Customer Motorola, Inc.
Attn: CAN tel 5eA--- Attn: 1,.60rri, qt i1
1.S6 hf KIT ez cr Contract and Compliance Manager
oLJ 1 (01,12-4.: ۥ pd cvA.Cr%
S CSAO.A.bothl,ge) L
In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on
the dates set forth below.
IN WITNESS WHEREOF:
Customer Motorola, Inc.
By: By:
Name: No Name: Kriti Craun
Title: I K./ vic, Date: 8/b/U2
cA's
REVIEWED
Contract No. 00-16343/BK Page 5 (Rev. 01/15/99)
MOTOROLA SOFTWARE LICENSE AGREEMENT -EXHIBIT A
This Software License Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and City
of Elgin ("Licensee").
Section 1 SCOPE
Licensee may acquire from Motorola's Commercial, Government, and Industrial Solutions Sector
("CGISS") radio communication products ("Products") that contain embedded or pre-loaded Motorola
software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a
floppy disk, tape, diskette, or CD-ROM. All such software (including Radio Service Software and
FLASHport® Software) is referred to as "Motorola Software." In addition, third party software may be
included which Motorola does not own but is licensed to distribute. The terms of this Agreement apply to
any such third party software unless an additional license agreement pertaining to the third party software
is enclosed, in which case the terms of such license apply to said third party software. This Agreement
contains the terms under which Licensee may use Motorola Software acquired from CGISS.
Section 2 GRANT OF LICENSE
Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable
proprietary rights to use Motorola Software in accordance with the terms of this Agreement.
Section 3 LIMITATIONS ON USE
Licensee may use Motorola Software only for Licensee's internal business purposes and only as
described in the Motorola Software or Product documentation. Any other use of Motorola Software is
strictly prohibited and will be deemed a breach of this Agreement. Licensee may not copy, modify, adapt,
merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola
Software for any reason, except that Licensee may make at most two copies of Motorola Software
provided with infrastructure equipment for back-up purposes. Licensee must purchase a copy of Radio
Service Software for each site at which Licensee uses Radio Service Software; Licensee may make one
additional copy for each computer owned or controlled by Licensee at each such site. Licensee may
temporarily use Radio Service Software on portable or lap-top computers at other sites. Prior to acquiring
any Radio Service Software or upon Motorola's request, Licensee must provide a written list of all sites
where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all Motorola
copyright and trademark notices on all copies of Motorola Software.
Section 4 TRANSFERS
If Licensee transfers ownership of Products to a third party, Licensee may assign its rights to use Motorola
Software (other than Radio Service Software and FLASHport® Software) embedded in or furnished for
use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the
new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request)
completed and signed by the new owner. Otherwise, Licensee may not transfer or make available any
Motorola Software to any third party.
Section 5 OWNERSHIP AND TITLE
Title to all copies of Motorola Software in any form, including all rights in patents, copyrights,trade secrets,
and other intellectual properties, remains vested exclusively in Motorola.
Contract No. 00-16343/BK Page 1 (Rev.01/15/99)
MOTOROLA SOFTWARE LICENSE AGREEMENT-EXHIBIT A
Section 6 CONFIDENTIALITY
Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade
secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly,
or other improper use of Motorola Software will result in irreparable harm to Motorola for which monetary
damages would be inadequate. Accordingly, Licensee will limit access to Motorola Software to those of its
employees and agents who need to use Motorola Software for Licensee's internal business purposes, and
Licensee will take appropriate action with those employees and agents to preserve the confidentiality of
Motorola Software.
Section 7 LIMITED WARRANTY
For one year after initial shipment of Motorola Software, the Warranty Period specified pursuant to the
Communications Equipment Agreement between Motorola and Licensee, for such Agreement, Motorola
warrants that the Motorola Software, when used properly, will be free from reproducible defects that
eliminates the functionality of a feature critical to the primary functionality of a system. The primary
functionality of a voice communication system is subscriber-to-subscriber, subscriber-to-dispatcher, and
dispatcher-to-subscriber voice communication. The primary functionality of a data system is point-to-point
data transmission. Motorola does not warrant that Licensee's use of the Motorola Software or the
Products will be uninterrupted or error-free or that the Motorola Software or the Products will meet
Licensee's particular requirements. MOTOROLA'S TOTAL LIABILITY, AND LICENSEE'S SOLE
REMEDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA'S
OPTION, REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE OR PAYMENT OF
LICENSEE'S DIRECT DAMAGES UP TO THE AMOUNT PAID TO MOTOROLA FOR THE MOTOROLA
SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE MOTOROLA SOFTWARE IS
EMBEDDED OR FOR WHICH IT WAS PROVIDED. THIS WARRANTY EXTENDS ONLY TO THE
FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE"AS
IS" AND WITH NO WARRANTIES OF ANY KIND. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 8 LIMITATION OF LIABILITY
IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9 TERM AND TERMINATION
Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this
Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b)
Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will
continue in perpetuity unless terminated as follows. Licensee's right to use Motorola Software will
terminate without notice upon a breach of this Agreement by Licensee. In addition, if Licensee breaches
this Agreement with respect to Radio Service Software or FLASHport®Software, Motorola may, by notice
to Licensee, terminate Licensee's right to use such Motorola Software. Upon termination, Motorola will be
entitled to immediate injunctive relief without proving damages and, unless Licensee is a sovereign
government entity, Motorola will have the right to repossess all Radio Service Software and FLASHport®
Software in Licensee's possession. Within thirty days after termination of Licensee's right to use any
Motorola Software, Licensee must certify in writing to Motorola that all copies of such Motorola Software
have been returned to Motorola or destroyed.
Contract No. 00-16343/BK Page 2 (Rev.01/15/99)
MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBIT A
Section 10 NOTICES
All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon
receipt and must be delivered in writing to the below addresses. Change of address must be in writing to
the other party.
Customer Motorola,Inc.
Attn: (j-t i-4 Li(U ie_ Attn:bC60r4n trc i\
i So n x a k C i Contract and Compliance Manager
' L-CC\V lL (,vi-LD 10\ 6 'Pt\gy, uin
SCANAmpn64, Ivo1°.V
Section 11 GENERAL
A. COPYRIGHT NOTICES. The existence of a copyright notice on Motorola Software will not be
construed as an admission or presumption that public disclosure of Motorola Software or any trade
secrets associated with Motorola Software has occurred.
B. WAIVERS. No waiver of a right or remedy of a party will constitute a waiver of another right or
remedy of that party.
C. ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the parties' entire agreement
regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both
parties, except that Motorola may modify this Agreement as necessary to comply with applicable laws
and regulations including FCC regulations.
D. GOVERNING LAW. This Agreement will be governed by the laws of the State of Illinois and the
venue of any action relative to this Agreement will be in Kane County, Illinois.
In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on
the dates set forth below.
Licensee Motorola, Inc.
By:eV tr..� ' ... By: CA
Name: 0 , 'vim (t
tv1✓) Name: Kristie Craun
Title: L'Nt1vivin C., frtj 1( tyIr..-- Title:MCEI Distribution Controller
Date: s St Z(X)Z Date: 8/8/0 2
Li
Contract No. 00-16343/BK Page 3 (Rev.01/15/99)
EXHIBIT B
CA MOTOROLA
June 3, 2002
Mr. David Hudik FF/EMT-P RN
550 Summit Street
Elgin, Illinois 60120-4219
Dear David:
Per your request, I have enclosed a proposal for six MTS2000 Portable Radios and
associated accessories. IL State Contract pricing has been used for the parts or accessories
that are a part of the contract. I hope that this information will assist you when you're
making your purchasing decisions.
Motorola's standard payment terms are net 30 days with delivery of the quoted equipment
approximately two weeks after the order is processed.
If you should have any questions,please do not hesitate to contact me anytime.
Sincerely,
MOTOROLA,Inc.
Russ McLindsay
IL Sales Manager
(847) 538-6045
Cik-fr MOTOROLA
MTS2000 Portable Radio And Accessory Pricing
Description Unit Price
MTS2000 Model I SMARTNET Portable Radio $2,211.00
3 watts, 16 position rotary switch,6 character top mounted
display,48 channels,scan, 1/4 wave antenna,belt clip,
ultra high capacity battery,.and 1 year warranty.
Model HOIQX,202H,H37,
Factory Mutual Option $57.00
H223
V2 Wave Antenna $25.38
8505241UO3
Swivel leather case $42.60
NTN7242
Noise cancel remote speaker mic with coiled cord $68.69
NMN6191
Desktop rapid rate charger- 1 hour $101.53
NTN1168
Factory Mutual Spare ultra high capacity battery $90.00
NTN7141
Factory Mutual Spare ultra high capacity battery $90.00
NTN7141
Total per unit configuration $2,686.20
Total for six units $16,117.20
Exhibit C
This warranty applies within the fifty(50)United States,the District of Columbia and Canada.
LIMITED WARRANTY
MOTOROLA COMMUNICATION PRODUCTS
If the affected product is being purchased pursuant to a written Communications System Agreement
signed by Motorola,the warranty contained in that written agreement will apply. Otherwise,the
following warranty applies.
I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG:
Motorola Inc.or,if applicable,Motorola Canada Limited("Motorola")warrants the Motorola
manufactured radio communications product,including original equipment crystal devices and
channel elements("Product"),against material defects in material and workmanship under normal
use and service for a period of One(1)Year from the date of shipment.
Motorola,at its option,will at no charge either repair the Product(with new or reconditioned
parts),replace it with the same or equivalent Product(using new or reconditioned Product),or
refund the purchase price of the Product during the warranty period provided purchaser notifies
Motorola according to the terms of this warranty. Repaired or replaced Product is warranted for
the balance of the original applicable warranty period. All replaced parts of the Product shall
become the property of Motorola.
This express limited warranty is extended by Motorola to the original end user purchaser
purchasing the Product for purposes of leasing or for commercial,industrial,or governmental use
only,and is not assignable or transferable to any other party. This is the complete warranty for the
Product manufactured by Motorola. Motorola assumes no obligations or liability for additions or
modifications to this warranty unless made in writing and signed by an officer of Motorola. Unless
made in a separate written agreement between Motorola and the original end user purchaser,
Motorola does not warrant the installation,maintenance or service of the Product.
Motorola cannot be responsible in any way for any ancillary equipment not furnished by Motorola
which is attached to or used in connection with the Product,or for operation of the Product with
any ancillary equipment,and all such equipment is expressly excluded from this warranty. Because
each System which may use the Product is unique,Motorola disclaims liability for range,coverage,
or operation of the system as a whole under this warranty.
II. GENERAL PROVISIONS:
This warranty sets forth the full extent of Motorola's responsibilities regarding the Product.
Repair,replacement or refund of the purchase price,at Motorola's option,is the exclusive remedy.
THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES.
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,EXPRESS OR
IMPLIED,INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT
SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE
OF THE PRODUCT,FOR ANY LOSS OF USE,LOSS OF TIME,INCONVENIENCE,
COMMERCIAL LOSS,LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL,SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY
TO USE SUCH PRODUCT,TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
III. HOW TO GET WARRANTY SERVICE:
Purchaser must notify Motorola's representative or call Motorola's Customer Response Center at
1-800-247-2346 within the applicable warranty period for information regarding warranty service.
IV. WHAT THIS WARRANTY DOES NOT COVER:
A) Defects or damage resulting from use of the Product in other than its normal and customary
manner.
B) Defects or damage from misuse,accident,water,or neglect.
C) Defects or damage from improper testing,operation,maintenance,installation,alteration,
modification,or adjustment.
Exhibit C
D) Breakage or damage to antennas unless caused directly by defects in material workmanship.
E) A Product subjected to unauthorized Product modifications,disassemblies or repairs(including,
without limitation,the addition to the Product of non-Motorola supplied equipment)which
adversely affect performance of the Product or interfere with Motorola's normal warranty
inspection and testing of the Product to verify any warranty claim.
F) Product which has had the serial number removed or made illegible.
G) Batteries(they carry their own separate limited warranty).
H) Freight costs to the repair depot.
I) A Product which,due to illegal or unauthorized alteration of the software/firmware in the Product,
does not function in accordance with Motorola's published specifications or with the FCC type
acceptance labeling in effect for the Product at the time the Product was initially distributed from
Motorola.
J) Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the
Product.
K) That the software in the Product will meet the purchaser's requirements or that the operation of the
software will be uninterrupted or error-free.
L) Normal and customary wear and tear.
M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the form of an
alpha numeric number(i.e.,TDE6030B).
V. GOVERNING LAW
In the case of a Product sold in the United States and Canada,this Warranty is governed by the
laws of the State of Illinois and the venue of any action relative to this Warranty will be in Kane
County,Illinois.
VI. PATENT AND SOFTWARE PROVISIONS:
Motorola will defend,at its own expense,any suit brought against the end user purchaser to the
extent that it is based on a claim that the Product or its parts infringe a United States patent,and
Motorola will pay those costs and damages finally awarded against the end user purchaser in any
such suit which are attributable to any such claim,but such defense and payments are conditioned
on the following:
A) that Motorola will be notified promptly in writing by such purchaser of any notice of such claim;
B) that Motorola will have sole control of the defense of such suit and all negotiations for its
settlement or compromise;and
C) should the Product or its parts become,or in Motorola's opinion be likely to become,the subject of
a claim of infringement of a United States patent,that such purchaser will permit Motorola,at its
option and expense,either to procure for such purchaser the right to continue using the Product or
its parts or to replace or modify the same so that it becomes non-infringing or to grant such
purchaser a credit for the Product or its parts as depreciated and accept its return. The depreciation
will be an equal amount per year over the lifetime of the Product or its parts as established by
Motorola.
Motorola will have no liability with respect to any claim of patent infringement which is based
upon the combination of the Product or its parts furnished hereunder with software,apparatus or
devices not furnished by Motorola,nor will Motorola have any liability for the use of ancillary
equipment or software not furnished by Motorola which is attached to or used in connection with
the Product. The foregoing states the entire liability of Motorola with respect to infringement of
patents by the Product or any its parts thereof.
Laws in the United States and other countries preserve for Motorola certain exclusive rights for
copyrighted Motorola software such as the exclusive rights to reproduce in copies and distribute
copies of such Motorola software. Motorola software may be used in only the Product in which the
software was originally embodied and such software in such Product may not be replaced,copied,
distributed,modified in any way,or used to produce any derivative thereof. No other use
including,without limitation,alteration,modification,reproduction,distribution,or reverse
engineering of such Motorola software or exercise of rights in such Motorola software is permitted.
No license is granted by implication,estoppel or otherwise under Motorola patent rights or
copyrights.
4. .4
,
`ci OF E-4c
y�4 - City of Elgin Agenda Item No.
�=... ,
(00.,-,,,711,_---E •
L
July 19, 2002 G
1I
N1
TO: Mayor and Members of the City Council SAFE COMMUNITY
FROM: Olufemi Folarin, Interim City Manager
SUBJECT: Motorola Radio Purchase
PURPOSE
The purpose of this memorandum is to provide the Mayor and members
of the City Council with information regarding the purchase of
radio equipment for the Fire Department .
BACKGROUND
The Fire Department equips every Firefighter with a portable 2-way
radio for operational purposes and safety. Additional radios need
to be purchased for the six (6) new firefighters hired June 3,
2002 .
Motorola is the sole source provider for the equipment . Pricing was
obtained from Motorola and reflects applicable state contract
pricing; $2, 686 .20 per radio for a total of $16, 117 .20 .
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None.
FINANCIAL IMPACT
(IYIk.
The total cost of the Motorola radios and accessories equal
$16, 117 .20 . There are sufficient funds available in the commodities
and supplies line item Account Number 010-2802-735 . 17-18 Minor
Equipment, Tools, for the purchase of this equipment .
EGAL IMPACT
1•AN'71/
None.
ALTERNATIVES
The alternative is not purchase the radios . Current standards
require that all employees carry radios and since these are new
employees, radios need to be purchased for their use.
N
rft Motorola Radio Purchase
July 19, 2002
Page 2
RECOMMENDATION
It is recommended that the City Council approve the purchase of six
(6) 2-way radios with accessories from Motorola for the purchase
price of $16, 117 . 20
Respectfully submitted,
4f/71( �'r 1" sus
Olufemi Folarin
Interim City Manager
DR/st