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HomeMy WebLinkAbout04-125 Resolution No. 04-125 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOTOROLA, INC. FOR MOBILE DATA TERMINALS 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 an agreement on behalf of the City of Elgin with Motorola, Inc. for mobile data terminals, a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: May 26, 2004 Adopted: May 26, 2004 Omnibus Vote: Yeas: 6 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk s Standard Terms and Conditions of Sale 1. Scone. Motorola,Inc.or Printrak International, Inc.,a Motorola company("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_April 22,2004_. 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.$_15,585.00_,exclusive of 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. All freight charges will be pre-paid by Seller and added to the invoices. Title and risk of loss to equipment or parts will pass to Customer upon shipment; but 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 hereto 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 such 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: defects or damage resulting from use of the equipment, part, or Motorola Software in other than its normal, customary, and authorized manner; defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; defects or damage occurring from testing, maintenance.disassembly.repair,installation,alteration,modification,or adjustment not provided or authorized in writing by Seller;breakage of or damage to antennas unless caused directly by defects in material or workmanship; defects or damage caused by Customer's failure to comply with all applicable industry and OSHA standards;equipment that has had the serial number removed or made illegible;batteries(because they carry their own separate limited warranty); freight costs to ship equipment or parts to the repair depot; scratches or other cosmetic damage to equipment surfaces that does not affect the operation of the equipment:and 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. Such action will be the full extent of Seller's liability hereunder. 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 provisions) 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 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. This limitation of liability will survive the expiration or termination of this Agreement. 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 such information and not disclose it to any third party;take necessary and appropriate precautions to protect such information;and use such information only to further the performance of this Agreement. Confidential information is and shall 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 Software,and any third party manufacturer own and retain all of their respective 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 federal, state and local 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 Customer c;- Name and Title:_Marna Storni,Account Manager Name and T Date: May 14,2004 Date: erG ' Shnr1 Fnrm FITIAT Q 1(fl Ant, Exhibit A Software License Agreement In this Exhibit A, the term "Licensor" means Motorola. Inc., ("Motorola") or Printrak International, Incorporated, a Motorola company ("Printrak"): "Licensee,"means the Customer,"Primary Agreement"means the Standard Terms and Conditions of Sale to which this exhibit is attached;and"Agreement" means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The parties agree as follows: Section 1 SCOPE Licensor will provide proprietary software and/or radio communications, computer, or other electronic products ("Products")containing embedded or pre- loaded proprietary software to Licensee. "Software" means such proprietary software in object code format,and adaptations. translations, de-compilations, disassemblies, emulations, or derivative works thereof: such software may contain one or more items of software owned by a third party supplier("Third Party Software"). 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 this information is provided)are collectively referred to as"Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE Subject to Section I, Licensor hereby grants to Licensee a personal, non-transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license does not grant any rights to source code. If the Software is or includes Integration Framework,Customer Service Request("CSR"),or Cityworks software,such Software is licensed pursuant to this Software License Agreement plus a separate document entitled"Software License Agreement Rider for Integration Framework.Customer Service Request,or Cityworks Software"(which document is incorporated by this reference and is either attached to this Agreement or will be provided upon Licensee's request). Section 3 LIMITATIONS ON USE 3.1. Licensee acknowledges that Licensor has made a considerable investment of resources in the development. marketing, and distribution of its proprietary Software and Documentation and that reasonable and appropriate limitations on Licensee's use of the Software and Documentation are necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights concerning the Software and Documentation, Therefore, 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. Licensee may not for any reason modify,disassemble,peel components, decompile, otherwise reverse engineer or attempt to reverse engineer,derive source code,create derivative works from,adapt,translate,merge with other software,copy.reproduce,distribute,or export any Software or permit or encourage any third party to do so,except that Licensee may make one copy of Software provided by Licensor to be used solely for archival,back- up,or disaster recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning,provided that Licensee provides written notice to Licensor of such temporary transfer and such temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request,Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy for each computer owned or controlled by Licensee at each such location. Upon Licensor's written request.Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time but remains vested exclusively in the copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents,patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party, or any improvements that result from Licensor's processes or,if applicable,providing information services). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. Section 5 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and Confidential Information and trade secrets,and that the provisions in the Agreement concerning Confidential Information apply. Section 6 LIMITED WARRANTY 6.1. The commencement date and the term of the Software warranty shall be as stated in the Primary Agreement,except that(i)the warranty term for Printrak's LiveScan software shall be 90 days;and(ii)for application Software that is provided on a per unit basis. the warranty period for subsequent units licensed is the remainder(if any)of the initial warranty period or.if the initial warranty period has expired.the remainder(if any)of the term of the applicable Software Maintenance and Support Agreement. l'tinn 4orr,,1:n,1A1 0 I(11,1,r 6.2. During the applicable warranty period, Licensor warrants that the unmodified Software, when used properly and in accordance with 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 such defect occurs will be determined solely with reference to the Documentation. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Licensee's particular requirements. Warranty claims are described in the Primary Agreement. 6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS. Section 7 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 8 TRANSFERS Licensee shall not transfer Software to any third party without Licensor's prior written consent. which consent may be withheld in Licensor's reasonable discretion and which may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software(other than Radio Service Software and Motorola's FLASHport<. Software)embedded in or furnished for use with those radio Products: provided that Licensee transfers all copies of such Software and the related Documentation to the transferee,and the transferee executes a transfer form to be provided by Licensor upon request(which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software will begin when this Agreement is mutually executed by both parties and will continue during the life of the Products in which the Software is used,unless Licensee breaches this Agreement in which case it shall be terminated immediately upon notice by Licensor. In addition to termination, Licensor shall 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). Licensee acknowledges that its breach of this Agreement will result in irreparable hams to Licensor for which monetary damages would be inadequate. Within thirty (30) days after termination of this Agreement,Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 NOTICES Notices are described in the Primary Agreement. Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS In the event that the Licensee is the United States Government ora United States Government agency,then the provisions of this section also apply. Use,duplication or disclosure of the Software and associated documentation under Licensor's copyrights and/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 being provided to the Department of Defense. If being provided to the Department of Defense, use, duplication, or disclosure of Software and associated documentation is subject to the restricted rights set forth in subparagraph(c)(I)(ii)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7(113(OCT 1988),if applicable. Software and associated documentation may or may not include a Restricted Rights notice,or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the rights provided to the Licensee under the aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. Section 12 GENERAL 12.1. COPYRIGHT NOTICES.The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 12.2. COMPLIANCE WITH LAWS. 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 Licensor 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 agency thereof,at the time of such action,requires an export license or other governmental approval. Violation of this provision shall be a material breach of this Agreement, permitting immediate termination by Licensor. 12.3. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations wader this Agreement,or encumber or sell any of its rights in any Software,without prior notice to or consent of Licensee. 12.4. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign government entity,or the laws of the State of Illinois if Licensee is not a sovereign government entity. chert F'nr',.,F'TT\IAI 0 I 01 An, MOTOROLA April 22, 2004 City of Elgin 151 Douglas Avenue Elgin, IL 60120-5503 Attention: Ed Trob Dear Ed: Motorola is please to offer the following pricing for the MW800 units we spoke about last week. This proposal is valid for 30 days from the date above. Please contact me with any questions. Illinois State contract B&Q #19234. Qty Model# Description Per Unit Price Extended Price 2 F5206 MW 800 W/40GB HD $2,295.00 $4,590.00 2 VA00036 ADD: 1.7GHZ PENTIUM 4-M PROCESSOR $0.00 $0.00 2 V691 ENH: WIN 2000 OS, MW800,US W/IMAGE CD $212.50 $425.00 2 VA00042 ADD: 512MB DDRAM, MW800 $127.50 $255.00 2 VA00044 ADD: T. COLOR DISPLAY 12.1 XGA 1200NIT $2,375.75 $4,751.50 2 VA00045 ADD: KEYBOARD, USB, BACKLIT, US, MW800 $208.25 $416.50 2 V75 ADD: 9.6FT (3.2M) DISPLAY- CPU CBL, MW800 $63.75 $127.50 VA00057 ADD: PRIVATE DATATAC RADIO, 35W, 800MHZ, 2 VRM850 $1,266.50 $2,533.00 2 RRA4983 ADD: 800MHZ 3DB GAIN ANTENNA $57.00 $114.00 2 SVC209 ADD; PROGRAMMING/OPTIMATION OF VRM $115.00 $230.00 SVC209 ADD: LOADING OF CLIENT SOFTWARE ONTO 2 LAPTOP $115.00 $230.00 2 V145 ADD: INTERNAL GPS RECIEVER $382.50 $765.00 2 VA00024 ADD: WLAN (802.11B) RADIO MODULE $382.50 $765.00 2 DSSDI8410 DALLAS STYLE MOUNT FOR MW800 $450.00 $900.00 TOTAL FOR ALL EQUIPMENT $16,102.50 Sincerely, Maria Storm Account Manager, Motorola, Inc. u —City of Elgin Agenda Item No. G May 7, 2004 N TO: Mayor and Members of the City Council O''`FF c;onnnnt'NUM' FROM: David M. Dorgan, City Manager 41, Deputy Chief Jim Burns SUBJECT: Purchase of Mobile Data Terminals- Sole Source Motorola PURPOSE The purpose of this memorandum is to provide the Mayor and members of City Council with information to consider a sole source contract with Motorola for the purchase of two Motorola MW 800 Mobile Data Terminals. RECOMMENDATION It is recommended that the purchase of two MW800 mobile data terminals be authorized from Motorola in the amount of$16,102.50. This price is the State of Illinois master purchase contract price for this equipment. BACKGROUND The City of Elgin police and fire departments have mobile data terminals mounted in all marked vehicles in order to allow communications between themselves and the Emergency Dispatch Center. The police units can also use the terminals for retrieving various State data bases for driving records and other available information. During the 2004 budget process, the police department was authorized to purchase two additional marked squad cars as a start towards a take-home car program. These cars have been ordered and should be delivered within the next several weeks. This purchase will authorize the City Manager to place an order for two additional Motorola MW800 terminals. Motorola is the sole provider of this equipment. It is important that we keep all of the terminals identical to ease the maintenance and updates of these units. The Motorola units were selected as the best fit for our combined use in both police and fire vehicles. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. r` Purchase of Motorola MW800 May 7, 2004 Page 2 \OINANCIAL IMPACT There are sufficient funds available and budgeted in account number 601-4800-796.91.48 CAPITAL REPLACEMENTS / MOBILE EQUIPMENT, Project #239708. This is a State Bid price from Motorola for a total of$16,102.50. oVLEGAL IMPACT None. ALTERNATIVES 1. The City could put this out to bid, but only Motorola could bid. 2. The City could solicit bids for similar products and have a mix of equipment for this use. Respectfully submitted for Council consideration. elk jjb Attachment ("14 Ailb., Purchase of Motorola MW800 r May 7, 2004 Page 3 0 MOTOROLA April 22, 2004 City of Elgin 151 Douglas Avenue Elgin, IL 60120-5503 Attention: Ed Trob Dear Ed: Motorola is please to offer the following pricing for the MW800 units we spoke about last week. This proposal is valid for 30 days from the date above. Please contact me with any questions. Illinois State contract B&Q #19234. (1.6. Qty Model# Description Per Unit Price Extended Price 2 F5206 MW 800 W/40GB HD $2,295.00 $4,590.00 2 VA00036 ADD: 1.7GHZ PENTIUM 4-M PROCESSOR $0.00 $0.00 2 V691 ENH: WIN 2000 OS, MW800,US W/IMAGE CD $212.50 $425.00 2 VA00042 ADD: 512MB DDRAM, MW800 $127.50 $255.00 2 VA00044 ADD: T. COLOR DISPLAY 12.1 XGA 1200NIT $2,375.75 $4,751.50 2 VA00045 ADD: KEYBOARD, USB, BACKLIT, US, MW800 $208.25 $416.50 2 V75 ADD: 9.6FT (3.2M) DISPLAY- CPU CBL, MW800 $63.75 $127.50 VA00057 ADD: PRIVATE DATATAC RADIO, 35W, 800MHZ, 2 VRM850 $1,266.50 $2,533.00 2 RRA4983 ADD: 800MHZ 3DB GAIN ANTENNA $57.00 $114.00 2 SVC209 ADD; PROGRAMMING/OPTIMATION OF VRM $115.00 $230.00 SVC209 ADD: LOADING OF CLIENT SOFTWARE ONTO 2 LAPTOP $115.00 $230.00 2 V145 ADD: INTERNAL GPS RECIEVER $382.50 $765.00 2 VA00024 ADD: WLAN (802.11B) RADIO MODULE $382.50 $765.00 2 DSSDI8410 DALLAS STYLE MOUNT FOR MW800 $450.00 $900.00 TOTAL FOR ALL EQUIPMENT $16,102.50 Sincerely, Maria Storm (0... Account Manager, Motorola, Inc.