HomeMy WebLinkAbout03-67 Resolution No. 03-67
RESOLUTION
AUTHORIZING EXECUTION OF A COMMUNICATIONS EQUIPMENT AGREEMENT
WITH MOTOROLA, INC. FOR RADIO EQUIPMENT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that David M. Dorgan, City Manager, be and is hereby
authorized and directed to execute a Communications Equipment
Agreement on behalf of the City of Elgin with Motorola, Inc . for
radio equipment, a copy of which is attached hereto and made a part
hereof by reference .
/s Ed Schock
Ed Schock, Mayor
Presented: March 12 , 2003
Adopted: March 12 , 2003
Omnibus Vote : Yeas : 6 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
COMMUNICATIONS EQUIPMENT AGREEMENT
Motorola, Inc., a Delaware corporation ("Motorola"), by and through the United States & Canada Group of
its Commercial, Government, and Industrial Solutions Sector ("CGISS") and City of Elgin ("Customer")
enter into this Communications Equipment Agreement (the "Agreement"), effective as of the last date
signed below (the "Effective Date"), 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 3-5-2003
Exhibit C Motorola Standard Equipment Warranty
Section 2 SCOPE OF AGREEMENT
A. SCOPE OF WORK. Motorola will sell, deliver and install, 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 Agreement. If
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 schedule, 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") transactions, 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 terms, which must be stated on the purchase order, 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.
D. 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 Software, 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 $120,977.05. 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% ($30,244.00)of the contract value upon contract execution;
75% ($90,733.05)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 practice, 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 include,
but are not limited to, acts of God, weather conditions, compliance with laws and regulations
(excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental
action, bid protests, fire, strikes, lock-outs, and other labor disruptions, material shortages, riots, 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 shipment, 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)
• 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 injury is caused by Motorola's negligence or recklessness, or that of
its employees, subcontractors, or agents while on the Customer's premises during the delivery,
installation, 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 employers' liability, $1,000,000 per accident; and automobile liability,
$1,000,000 per accident. Upon written request, Motorola will provide to Purchaser a certificate of
insurance.
Section 8 LIMITATION OF LIABILITY
Notwithstanding any other provision to this Agreement, except for personal injury or death, Motorola's total
liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, 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
AGREEMENT, THE SALE OR USE OF THE EQUIPMENT, 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, state, or local excise, sales,
lease, service, rental, use, property, occupation, or other taxes, all of which (other than federal, state,
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 information, 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, estoppel, or otherwise, any license or right under any patents, patent applications,
copyrights, trade marks,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 unenforceable, 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
altered, amended, 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 County,
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: Gn i e 4 r✓i c, i Attn: o ‘•3(....k
1 5O 0 f X q 2 (T- Contract and Compliance Manager
Eu:tU t l- ie at 2 U \ x Pt\cyr,abk\n
SC4no Jo Je )% S t,col 1.
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: 1-)-Ztj By: . a - wS .
Name: C�Aic, C ( ni Name: VI/
Title: pu itc r.tA.i 1 rv&-- atiV-C R✓1 Date: ' 3-2$-D3
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: (' f F l e h r,c i Attn: 1klaorak Ni. \
150 O YTt:rL<T" Contract and Compliance Manager
e C Gt 1 N IL- 00110 I3f> t C .
,-CL ls.d\O L,
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:
• CIPAI46(111\-, "
Name: 004 n.i Name: J ACME
Title: A.4 ICN R II Ai6 '61 _ Title: tvt 1O H,(tIt,
Date: 3) t� U3 Date: 3,Z4 103
Contract No. 00-16343/BK Page 3 (Rev.01/15/99)
Elgin_FD_Quote
0.1 IAC HIA6-i/r 3
Elgin Fire Department Radio Configurations
Qtt Model# Description Unit$ Extended$
XTS5000 Portable-800 MHZ Model II
Portable ASTRO Digital XTS5000 764-870 MHz
22 H18UCF9PW6 N 1-3 W 512 Ch. & Display 1,727.00 37,994.00
22 Q806 Software ASTRO Digital CAI Operation 412.00 9,064.00
22 H38 Smartzone System Software 1,200.00 26,400.00
22 Q361 P25 9600 Baud Trunking 240.00 5,280.00
22 Q223 Factory Mutual 37.60 827.20
22 Q44 RF Switch 8.00 176.00
MT2000 Portable-VHF-48 Ch
15 H01KDD9AA4_N Portable MT2000 VHF 1-5W 48 Ch. 931.00 13,965.00
15 H223 Factory Mutual 57.00 855.00
PORTABLE ACCESSORIES
22 NAF5080/8505241 U11 764-870 MHz Antenna 24.85 546.70
22 NTN8381 Carrying Case 42.60 937.20
XTS Series Commander(TM) Remote Speaker
22 RMN5021 Microphone 106.50 2,343.00
Spare High Capacity Smart Battery, NICAD -
22 HNN9032 Factory Mutual 81.00 1,782.00
32 NTN1873/WPLN4111AR Rapid Rate Single Desktop Smart Charger 117.15 3,748.80
6 NLN7967 Wall Mount Kit for Multi-Unit Charger 14.91 89.46
6 NTN4796/WPLN4108BR Multi-Unit Smart Charger 559.48 3,356.88
1 NTN8270/6685687A01 Tool Wrench for RF Adapter- (One is needed) 2.41 2.41
Radio System Software for ASTRO 25
1 RVN4186 Portable/Mobile 375.00 375.00
Spare Impress Batt NICAD 1500 MAH 7.5V-
22 HNN9029AR Factory Mutual 80.94 1,780.68
1 AAREX4617A Headset 93.72 93.72
CDM 1250 MOBILE RADIO
16 AAM25KKD9AA2 N CDM 1250 VHF 136- 174 mhZ VHF 45 Watt 700.00 11,200.00
16 HAD4008 R 1/4 Wave Antenna 10.00 160.00
'TOTAL 120,977.05
Motorola Confidential 3-5-2003 Page 1
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.
. •c(OF E(G
���a�"� Agenda Item Na O
City of Elgin g
L
February 21, 2003 G
I
N
TO: Mayor and Members of the City Council
SAFE COMMUNITY
FROM: Olufemi Folarin, Interim City Manager
SUBJECT: Fire Grant Award Acceptance and Subsequent Sole Source
Purchase of Motorola Radio Equipment
PURPOSE
The purpose of this memorandum is to provide the Mayor and
members of the City Council with information to approve the
receipt of a Fire Act Grant Award and a sole source purchase of
radio equipment from Motorola.
BACKGROUND
In April of 2002, the Fire Department again submitted an
application to the Federal Emergency Management Agency (FEMA)
for funding under the Fire Act Grant-Match Program. The Fire
Department has received notification that the grant has been
approved.
It is necessary to purchase Motorola specific equipment
compatible with our existing equipment that is 100% Motorola.
Interoperability with existing equipment and interchangeability
of component parts is critical .
The radio equipment to be replaced, upgraded, and purchased is
Motorola specific equipment . The Fire Department will purchase
radio equipment for the purpose of satisfying interoperability
issues too costly to consider without grant assistance. The
interoperability we achieve will be local, regional and a
statewide communication capability.
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None
•
Sole Source Purchase Request to Motorola
February 21, 2003
Page 2
ikFINANCIAL IMPACT
The total cost of the Motorola radio equipment is $167, 648 . A
30/70 matched grant totaling $117, 354 will be received from the
Federal Emergency Management Agency, Assistance to Firefighters
Grant Program, grant number EMW-2002-FG-11602 . Sufficient funds
in the amount of $50, 294 for the 30% city portion of the grant
are budgeted ($51, 000) and available ($51, 000) in the Riverboat
Fund, account number 275-0000-791. 91-48 Mobile Equipment,
project number 289508 . Upon Council approval, the Fire
Department will contact FEMA who will wire transfer $117, 354
into the City' s bank account .
LEGAL IMPACT
one.
ALTERNATIVES
rm. 1 . Approve.
2 . Modify or reject the sole source purchase request .
RECOMMENDATION
It is recommended that the City Council approve the purchase of
radio equipment from Motorola at a cost of $167, 648 and approve
the grant from the Federal Emergency Management Agency totaling
$117, 354 .
Respectfully submitted,
Olufemi F. arin
Inter' u C . „ - - - •er
CLK/st
Attachment
r
From to 8479316179 on 2/18/2003 10: 05 AM 0(
Panel Review Page 2 of 8• Federal Emergency Management Agency
Washington,D.C.20472
,Te
Mr. David Hudik
City of Elgin
550 Summit Street
Elgin, Illinois 60120-4219
Re:Grant No. EMW-2002-FG-11602
Dear Mr. Hudik:
Congratulations.Your grant application submitted under FEMA's FY 02 Assistance to Firefighters Grant
Program for Fire Operations and Firefighter Safety has been approved.The approved project costs amount to
$167,648.00.The Federal share is 70 percent or$117,354.00 of the approved amount and your share of the
costs is 30 percent or$50,294.00.
As part of your award package,you will find FEMA's Grant Agreement Articles. Please make sure you read and
understand the Articles as they outline the terms and conditions of your Grant award. Maintain a copy of these
documents for your official file. You establish acceptance of the Grant and FEMA's Grant Agreement
Articles when you request and receive any of the Federal Grant funds awarded to you.
For your convenience,we will have an on-line system that will accept payment requests.The first step to
rrequest your grant funds is to ensure that FEMA has your correct Direct Deposit Information on-line. Once you
have confirmed your Direct Deposit Information, print a copy of it by clicking the Print SF 1199A button on the
screen. Sign the form and take It to your bank to complete the bottom portion of the form. Once your bank has
completed and signed the form,mail it,with the original signatures,to the address below:
Federal Emergency Management Agency
Financial&Acquisition Management Division
Grants Management Branch
Attn:Assistance to Firefighters Grant Program
500 C Street, SW, Room 350
Washington,DC 20472
The second step will be to request your grant funds.You will receive notification via email when you can request
payments on-line. If you have any questions or concerns regarding the process to request your grant funds,
please contact the Grants Management Branch at 1-877-510-6762.Your Grants Management Specialist is
Arlyce Powell and can be reached at 202-646-3973.
Sincerely,
Patricia A. English
Senior Procurement Executive
r
https://portal.fema.gov/firegrant/new/fire admin/awards/spec/award_package jspTagreeme... 2/18/2003