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95-142
Resolution No. 95-142 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOTOROLA, INC. FOR NEW RADIO COMMUNICATIONS SYSTEM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard B. Helwig, City Manager, be and is hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Motorola, Inc. for a new radio communications system, a copy of which is attached hereto and made a part hereof by reference. s/ Kevin Kelly Kevin Kelly, Mayor Presented: June 28, 1995 Adopted: June 28, 1995 Vote: Yeas 7 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk . • City of Elgin, IL Communications System Agreement 1 COMMUNICATIONS SYSTEM AGREEMENT THIS AGREEMENT, made and entered into this 42-t —day of June, 1995, by and between Motorola, Inc., a Delaware corporation, hereinafter referred to as "MOTOROLA" or "Seller, and the City of Elgin, an Illinois municipal corporation, hereinafter referred to as"PURCHASER". WITNESSETH: WHEREAS, the PURCHASER desires to purchase a Communications System; and WHEREAS, MOTOROLA desires to sell a Communications System; and THEREFORE, the parties hereby enter into an agreement pursuant to which MOTOROLA shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions dated January, 1987. Exhibit B MOTOROLA Software License. Exhibit C MOTOROLA Lease Agreement No.q50612- dated Juna, 1995. Exhibit D MOTOROLA Proposal, including Acceptance Test Plan dated April 24, 1995, Final Clarification Document dated May 16, 1995, Financial Elements dated June 13, 1995, Detailed Equipment List dated June 14, 1995, and Statement of Work dated June 14, 1995. Exhibit E PURCHASER Specifications. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: DEFINITIONS As used in this Agreement, the following definitions shall apply: 1. Conditional Acceptance: The completion of the functional and coverage acceptance test plans, as set forth in Exhibit D, MOTOROLA Proposal, without the occurrence of any major defects, but with minor punch list items to be corrected which do not affect the functionality of the system. 2. Final System Acceptance: Completion of the correction of the punch list items following conditional acceptance. • 3. Coverage Acceptance: The portion of the acceptance test plan which pertains to system coverage. 4. Major Defect: The following conditions, such as:central controller failure, remote site failure, antenna failure, more than one console position failure, any one function that Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 2 cannot be performed at all console positions, ANI/ALI controller failure, Securenet inoperable, MOSCAD siren/alarms failure, less than five (5) channels properly functioning, a punch list exceeding five (5) items, or any other failure which prohibits the dispatcher at the ECC or EOC from communicating with the users in the field. 5. Contingency Costs: Those costs which arise from occurrence of a delay in the implementation of the communications system, other than delays as defined in Exhibit A, Section 6 - Excusable Delays, of this Agreement, or the omission of a part or portion of the communications system from either the PURCHASER Specifications or the MOTOROLA Proposal which either party should have reasonably foreseen to be a part of the system. Costs resulting from a delay in the construction of the PURCHASER's new police facility which directly results in a delay of the installation of the communications system shall constitute contingency costs pursuant to this paragraph. Contingency Costs shall not arise as the result of a new or additional purchase of radios or other additions to the communications system by the PURCHASER. 6. Beneficial Use: Beneficial Use is defined as any use of the system or any sub- system thereof for their intended purposes, other than for the express purposes of training or testing, prior to system acceptance; "use for the intended purpose" shall occur when the PURCHASER commences to use and rely primarily on the equipment for its communications with no major defects as defined by this Agreement and with the PURCHASER's approval of the functional test of the ECC and EOC sites. Beneficial Use shall not occur if the PURCHASER places the system into use in an emergency situation, such as a flood, tornado, or other similar act of God; provided, however, that PURCHASER agrees to promptly notify MOTOROLA of such use and discontinues the use of the system within forty-eight (48) hours after the emergency situation ceases to exist. Section 1 SCOPE OF WORK A. MOTOROLA shall furnish all of the equipment as outlined in Exhibit D, and provide such tools, supplies, labor and supervision necessary for the installation for those items purchased to be installed as detailed in Exhibit D for a Communications System. B. PURCHASER shall in addition to responsibilities described in the Statement of Work included in Exhibit D of this Agreement perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egresS to PURCHASER's facilities and/or sites as requested by MOTOROLA and have such facilities available for installation of the equipment to be installed. (3) Provide adequate telephone lines for the installation and operation of the equipment. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 3 (4) Provide adequate AC Power at 117 VAC ± 10%, 60 Hz for the installation and operation of the equipment. (5) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the PURCHASER. The PURCHASER shall be solely liable for loss or damage to equipment following conditional acceptance, as set out in Exhibit A, Section 3,Title and Risk of Loss. Section 2 SITES This agreement is predicated on the utilization of sites and site configurations, which have been selected either by the PURCHASER or by MOTOROLA as contained in the MOTOROLA proposal. In either situation, should it be determined by either MOTOROLA or PURCHASER during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approved by both MOTOROLA and the PURCHASER. If any price adjustments are necessary as a result of these new or replacement sites, such price adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. Section 3 SUBSURFACE/STRUCTURAL CONDITIONS • This Agreement and the MOTOROLA proposal are predicated upon normal soil conditions defined by Elk standard RS-222 (latest.revision). Should MOTOROLA encounter subsurface, structural, and/or latent conditions at any site differing from those, indicated on the specifications, or as used in the preparation of the bid price, the PURCHASER will be given immediate notice of such conditions before they are further disturbed. Thereupon, MOTOROLA and the PURCHASER shall promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes which cause an adjustment in the contract price or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Section 4 PERIOD OF PERFORMANCE A. MOTOROLA shall complete the work in accordance with the following schedule: (1) Initiation of delivery of equipment-October 25, 1995; (2) Completion of installation -April 20, 1996; (3) Final Acceptance/Completion of Acceptance Test-June 1, 1996. B. Whenever MOTOROLA knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, MOTOROLA shall within thirty (30) days give PURCHASER notice thereof and may request an extension of time to perform the • work. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 4 C. The implementation of this project is dependent upon the completion of the PURCHASER's new law enforcement facility, which is estimated to be fully constructed and ready for installation on February 1, 1996. PURCHASER agrees that PURCHASER will give MOTOROLA prompt notice of any delays in the construction of the facility, and PURCHASER and MOTOROLA will make best efforts to adjust the manufacturing schedule, if possible, and make appropriate storage and warehousing arrangements. D. It is also agreed that equipment shipping dates reflected in this agreement or in MOTOROLA proposals are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA A. MOTOROLA has included an Acceptance Test Plan (ATP) which has been agreed to by both parties either in writing prior to this Agreement or by execution of this Agreement and is a part of Exhibit D to this Agreement. The successful completion of the ATP will be the sole criterion for conditional acceptance. B. Should the PURCHASER receive beneficial use prior to conditional acceptance, final payment for said system or sub-system shall be due in accordance with the Lease Agreement, Exhibit C to this Agreement. The warranty or maintenance periods for such equipment put into use, unless warranty or maintenance has already begun, shall be deemed to have commenced concurrently with the use of the equipment for its intended purpose or conditional acceptance, whichever occurs first. The use of the equipment for its intended purpose - beneficial use - shall be deemed to have occurred when the PURCHASER commences to use and rely primarily on the equipment for its communications with no major defects as defined by this Agreement and with the PURCHASER's approval of the functional test of the ECC and EOC sites. C. Upon notification by MOTOROLA that the system is available for acceptance testing, it is agreed that should the acceptance testing of the system or any subsystem thereof be delayed for reasons beyond MOTOROLA's control, that final payment for the subsystem or system shall become due in accordance with the Lease Agreement, Exhibit C to this Agreement, and warranty or maintenance shall commence upon conditional acceptance. D. Unless otherwise specified in the Acceptance Test Plan agreed to between the parties or as otherwise set forth in this Agreement,the acceptance procedure shall be as follows: Hand-delivery of a certification letter from the MOTOROLA project manager to PURCHASER stating that all work is completed and that all material suppliers and subcontractors have been paid. Verification that the documentation has been delivered. Technical acceptance testing performed by MOTOROLA in the presence of the Project Director. MOTOROLA shall provide the necessary technicians and Contract No. 95-10233/IL Final June 16, 1995 1 , City of Elgin, IL Communications System Agreement 5 equipment required to demonstrate that the equipment meets the requirements. Tests will be performed to assure that fixed location radio stations are properly controlled over the leased T-1 spans. The following tests shall be performed on sample quantities of the mobile radios, portable radios, and fixed location radio stations after the installation is completed: Transmitter power output Use of a time domain reflectometer to check the transmission lines and antennas at fixed location sites Transmitter deviation Receiver sensitivity Transmitter frequency Installation and wiring work It is anticipated that there will be a need for periodic acceptance testing for portable and mobile radios as they are placed into service. MOTOROLA's technician personnel shall be available to support this testing. The console acceptance shall consist of verification that the existing radio system is fully controlled by the consoles, and that the required 800 MHz radio system functionality, including the audio patch between the existing and the 800 MHz radio systems, is provided for in the delivered equipment. The basic system acceptance shall consist of verification that all equipment required at each fixed location site, the network controller plus related equipment, and all alarm equipment has been properly delivered, installed, and connected, and is operating in an acceptable manner. The system will be tested as to functionality in the factory and verified upon install in the field. Coverage acceptance testing is performed one time after the system has been installed in the field. Acceptance of the system shall occur in four separate acceptance proceedings: Acceptance of the consoles. Acceptance of the basic system. Acceptance of the first 50 portable radios and operation of the system, including all debugging and corresponding system adjustments and rework. Acceptance of the mobile radios and all remaining portable radios to be delivered. Final acceptance of the system is dependent upon the successful operation of the entire system when all equipment has been delivered, installed, connected, and placed into operation. MOTOROLA shall agree to readjust, repair, or replace any element of any subsystem previously accepted if the implementation of subsequent subsystems shows that the previously accepted item was actually not acceptable. The Project Director for the PURCHASER will evaluate the test results and prepare an acceptance decision letter within fifteen (15) days after completion of the tests Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 6 related to each of the acceptances. The decision may be to accept or not accept the system. The decision will be to accept the individual subsystem, and the entire system, unless there is one major defect or an extensive list of minor items that need correction. An acceptance letter may be accompanied with a short list of minor items that must be satisfactorily completed before full final payment is made. A decision to not accept the system will be followed by a letter to MOTOROLA setting forth the reasons for the non-acceptability. When corrections are made, MOTOROLA shall deliver a letter explaining the corrections and a statement that the system is ready for retesting. MOTOROLA shall disconnect the consoles from the existing radio system, and remove all existing fixed location radio equipment including all antennas and transmission lines, and all mobile radios after final acceptance of the 800 MHz radio system, microwave system and console electronics. Section 6 PAYMENT SCHEDULE A. MOTOROLA agrees to sell all of the equipment and perform the services as outlined • in the Scope of Work and in Exhibit D, and PURCHASER agrees to buy the aforementioned equipment and services for the sum of Four Million One Hundred Twenty-One Thousand Three Hundred and Forty-Six Dollars ($ 4,121,346.00). B. The PURCHASER shall make payments to MOTOROLA in accordance with MOTOROLA Lease Agreement No. dated June , 1995. C. In the event of failure or delay by the PURCHASER in providing sites, space, approvals, licenses, or any other PURCHASER obligations required preceding delivery of MOTOROLA equipment, it is agreed that MOTOROLA, at its sole discretion, may ship equipment as planned and that the PURCHASER will accept the equipment and make payment in accordance with the terms of this Agreement. D. PURCHASER and MOTOROLA agree that costs may arise from the occurrence of a delay in the implementation of the communications system, other than delays as defined in Exhibit A, Section 6 - Excusable Delays, of this Agreement, or the omission of a part or portion of the communications system from either the PURCHASER Specifications or the MOTOROLA Proposal, which either party should have reasonably foreseen to be a part of the communications system. Contingency Costs shall not arise as the result of a new or additional purchase of radios or other additions to the communications system by the PURCHASER. PURCHASER and MOTOROLA agree that Contingency Costs shall be borne as follows: 1. PURCHASER $0.00 - $ 30,000.00. 2. MOTOROLA $30,001.00 - $ 60,000.00. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 7 3. PURCHASER $60,001.00 - $90,000.00. 4. MOTOROLA $90,001.00 - $120,000.00. Any Contingency Costs in excess of $120,000.00 shall be exclusively borne by the PURCHASER. Both parties shall mutually agree that any additional costs incurred in the implementation the communications system are, in fact, Contingency Costs as contemplated by the Agreement and were incurred in good faith, and PURCHASER shall make best efforts to mitigate any such Contingency Costs Section 7 PROJECT MANAGEMENT A. MOTOROLA will assign a Project Manager authorized to exercise technical direction of this project. MOTOROLA may designate a new or alternate Project Manager upon written notice. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to MOTOROLA's responsible Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8 NOTICE ADDRESSES A. MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. CENTRAL DIVISION 1309 EAST ALGONQUIN ROAD SCHAUMBURG, ILLINOIS 60196 ATTN: INGRID LEHNERT, SENIOR DIVISION CONTRACT& COMPLIANCE MANAGER B. CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120 ATTN: LORI MOSES, COMMUNICATIONS DIRECTOR Section 9 ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: Exhibit A General Provisions dated January, 1987. Exhibit B MOTOROLA Software License. Exhibit C MOTOROLA Lease Agreement No. dated dated June,.2r, 1995. Exhibit D MOTOROLA Proposal, including Acceptance Test Plan dated April 24, 1995, Final Clarification Document dated May 16, 1995, Financial Elements dated June 13, 1995, Detailed Equipment List dated June 14, 1995, and Statement of Work dated June 14, 1995. Exhibit E PURCHASER Specifications. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 8 Section 10 DISPUTES MOTOROLA and the PURCHASER will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail,then the dispute will be mediated by a mutually acceptable mediator to be chosen by MOTOROLA and the PURCHASER within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither one of the parties may unreasonably withhold consent to the selection of a mediator, and MOTOROLA and the PURCHASER will share the cost of the mediation equally. By mutual agreement, however, MOTOROLA and PURCHASER may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure (ADR). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to the Circuit Court for the Sixteenth Judicial Circuit in Kane County, Illinois. Both MOTOROLA and PURCHASER consent to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision shall be considered severable, and the remainder of this Agreement or any provision hereof shall not be affected. Section 12 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs herein are inserted only for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 13 FULL AGREEMENT This Agreement and Exhibits hereto constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may not be altered, amended, or modified except by written instrument signed by the duly authorized representatives of both parties. • Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Communications System Agreement 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. City of Elgin, Illinois Motorola, Inc. By: By: Z,4 Name: Richard J. Helwig Name: Frank L. Todd Title: City Manager Title: Vice President& General Manager Date: /7- fetS Date: \./1/A/C 02/1/ HiOVED ATTEST AS 1-0 FORM k • Vzcikr - . • INGRIe LEHNERT DATE Donna Mecum, City Clerk MOTOROLA •'— " KICE DEPT Contract No. 95-10233/IL Final June 16, 1995 • City of Elgin, IL Exhibit A 1 EXHIBIT A GENERAL PROVISIONS DATED JANUARY, 1987 MOTOROLA, INC. Section 1 STANDARDS OF WORK MOTOROLA agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES PURCHASER is a tax-exempt governmental body and has submitted to MOTOROLA its Tax Exempt Certificate, No. Ec\cn C.)- Section 3 SHIPPING,TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. MOTOROLA reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the PURCHASER upon delivery of the equipment. Risk of loss and damage to the articles shall be borne by MOTOROLA until conditional acceptance, as defined in Section 5 of the Communications System Agreement, for Motorola-supplied equipment only. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The PURCHASER may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. MOTOROLA is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Section 5 LIMITATION OF LIABILITY Except for personal injury or death, MOTOROLA's total liability whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price of this Agreement. PURCHASER's sole remedy is to request MOTOROLA at MOTOROLA's and PURCHASER's agreed-upon option to either refund the purchase price, repair or replace product(s) that are not as warranted. IN NO EVENT WILL Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit A 2 MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 6 EXCUSABLE DELAYS A. Neither MOTOROLA nor the PURCHASER shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT A. If MOTOROLA is wholly responsible for failure to make delivery or complete installation under the agreement, the PURCHASER may consider MOTOROLA to be in default, unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions. B. The PURCHASER shall give MOTOROLA written notice of such default and MOTOROLA shall have THIRTY (30) DAYS to provide a plan of action to cure said default. If MOTOROLA fails to cure said default, the PURCHASER may terminate any unfulfilled portion of this Agreement or complete the system through a third party. In the event the PURCHASER completes the system through a third party, MOTOROLA shall be responsible for an amount in excess of the Agreement price, not to exceed the value of the terminated portion, incurred by the PURCHASER in completing the system to a capability not exceeding that specified in the Agreement. Section 8 DELAYS BY PURCHASER If the PURCHASER is solely responsible for delays, other than for delays which are the subject of Section 6 above or the paragraph covering construction delays below, which cause the installation and acceptance of this system as defined in the Agreement, to be rescheduled beyond the Period of Performance set forth in the Agreement, the PURCHASER shall be liable for actual costs incurred by MOTOROLA resulting from these delays. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges, and may,depending on the circumstances, be classified as Contingency Costs, as defined in this Agreement. The PURCHASER shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Section 9 LICENSES/AUTHORIZATION The PURCHASER is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit A 3 Neither MOTOROLA nor any of its employees is an agent or representative of the PURCHASER in FCC matters or otherwise. MOTOROLA, however, shall assist in the preparation of the license application at no charge to the PURCHASER. PURCHASER acknowledges that project implementation is predicated on receipt of proper FCC licensing. MOTOROLA will comply with all applicable laws, ordinances, regulations and codes of the appropriate federal, State of Illinois, and City of Elgin agencies affecting the performance of this Agreement. PURCHASER will provide MOTOROLA with a listing of all such applicable City of Elgin laws, ordinances, regulations and codes. Section 10 INDEMNIFICATION MOTOROLA agrees to and hereby indemnifies and saves PURCHASER harmless from all liabilities, judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the PURCHASER by reason of or on account of damage to the property of the PURCHASER or the property of, injury to, or death of any person, when such damage or injury is caused by MOTOROLA's negligence or that of its employees, subcontractors, or agents during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, except as otherwise provided herein. Section 11 EQUIPMENT COMPATIBILITY MOTOROLA agrees that the equipment will perform in accordance with the specifications and representations stated in MOTOROLA's Proposal and Equipment List included in this Agreement. This Agreement does not extend to the performance of the equipment as a part of a larger system generally nor specifically to equipment in combination with products, elements or components not supplied by MOTOROLA, except as otherwise specifically provided by the terms of this Agreement or by any applicable warranties. Section 12 WARRANTIES A. System Warranty: MOTOROLA represents and warrants that all products, software, and items delivered under this Agreement conform in design, materials and workmanship to the appropriate MOTOROLA Technical Specifications. MOTOROLA further warrants that their products, software, and other items will interact according to the specifications contained in Exhibits D and E. Successful completion of the ATP shall constitute full compliance with and fulfillment of this warranty. B. Hardware Warranty: MOTOROLA radio communications products are warranted to be free from defects in material and workmanship for a period of ONE (1) YEAR from conditional acceptance, except for crystal devices, channel elements, high stability oscillators (other than reference oscillators used for frequency synthesis which are warranted for one (1) year) and crystal filters, which are warranted for a period of TEN (10) YEARS, from the date of conditional acceptance. Parts, including crystals and channel elements, will be replaced free of charge for the full warranty period and the labor to replace defective parts will be provided for ONE (1) YEAR from the date of conditional acceptance. Thereafter, the PURCHASER must pay for the labor Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit A 4 involved in repairing the product or replacing the parts at the prevailing rates together with any transportation charges to or from the place where warranty service is provided. This express warranty is extended by MOTOROLA, Inc., 1301 E. Algonquin Road, Schaumburg, Illinois 60196, to the original purchaser only, and only to those purchasing for purpose of leasing or solely for commercial, industrial, or governmental use. C. Software Warranty: For the first one (1) year following conditional acceptance, Motorola warrants that, when properly used, its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola does not warrant that Program operation will be uninterrupted or error-free, that each and every non-material defect will be corrected, or that any Program will meet Licensee's particular requirements.. D. THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION OF THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. • E. In the event of a defect, malfunction or failure to conform to specifications established by MOTOROLA, or if appropriate, to specifications accepted by MOTOROLA in writing, during the period shown, MOTOROLA, at its option, will either repair or replace the product or refund the purchase price thereof, and such action on the part of MOTOROLA shall be the full extent of MOTOROLA's product warranty liability hereunder. A refund of the purchase price will only be made after reasonable attempts at repair and replacement have failed and MOTOROLA and the PURCHASER agree upon such refund. This warranty is void if: (a) the product is used in other than its normal and customary manner; (b) the product has been subject to misuse, accident, neglect or damage; (c) unauthorized alterations or repairs have been made, or unapproved parts used in the equipment. F. This warranty extends only to individual products; batteries are excluded but carry their own separate limited warranty. Non-MOTOROLA manufactured products are excluded from this warranty, but are subject to the warranty provided by their manufacturers, a copy of which will be supplied to the PURCHASER. G. MOTOROLA, through the performance of the Acceptance Test Plan, will prove to the PURCHASER that the communications system provided hereunder has the range and coverage stated in Exhibits D and E. However, following conditional acceptance of the system, degradation of range and coverage will be due either to(1) a hardware problem, or (2) outside influences over which MOTOROLA has no control. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit A 5 Therefore, because each radio system is unique, MOTOROLA disclaims liability for range, coverage, or operation of the system as a whole under this warranty; any degradation of range or coverage due to hardware problems will be addressed under Section 12, B. Hardware Warranty, above. H. In order to obtain performance of this warranty, the PURCHASER must contact its MOTOROLA salesperson or MOTOROLA at the address first above shown attention Quality Assurance Department. Section 13 CONFIDENTIAL INFORMATION MOTOROLA proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked MOTOROLA PROPRIETARY and CONFIDENTIAL will be released as necessary under the following conditions: (1) PURCHASER shall exercise reasonable and prudent measures to keep these items in confidence. (2) PURCHASER shall not disclose these items to third parties without prior written permission, unless MOTOROLA makes them public or PURCHASER learns them rightfully from sources independent of MOTOROLA, or it is required by law to be disclosed. Agents, employees and consultants of the PURCHASER shall not be considered"third parties"for purposes of this Section 13. (3) MOTOROLA, where necessary, retains the right to prescribe reasonably specific security measures for the PURCHASER to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. • Section 14 PATENT INDEMNIFICATION MOTOROLA agrees to defend, at its expense, any suits against PURCHASER based upon a claim that any products furnished hereunder directly infringes a U.S. patent or copyright, and to pay costs and damages finally awarded in any such suit, provided that MOTOROLA is notified promptly in writing and at MOTOROLA's request and expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(s) furnished hereunder is enjoined as a result such suit, MOTOROLA, at its option and at no expense to PURCHASER, shall obtain PURCHASER the right to use or sell said product(s), modify the product(s) to make it non-infringing or substitute an equivalent product or products reasonably acceptable to PURCHASER and extend this indemnity thereto or, if none of the foregoing remedies are reasonably available to MOTOROLA, accept the return of said product(s) and reimburse PURCHASER the full purchase price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination of any product(s) furnished by MOTOROLA and other elements nor does it extend to any product(s) of PURCHASER's design or formula. Contract No. 95-10233/IL Final June 16, 1995 1 City of Elgin, IL Exhibit A 6 Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of MOTOROLA, except that PURCHASER shall have the normal non-exclusive royalty- free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Section 16 REPLACEMENT PARTS AND PRICE VALIDITY MOTOROLA will use its best efforts to make spare and repair parts available to the PURCHASER, at MOTOROLA's then current prices, for seven (7) years after the date of last manufacture for mobile and portable equipment and ten (10) years on fixed-end equipment. MOTOROLA agrees that the prices set forth in Exhibit D, MOTOROLA Proposal, shall be valid for a period of two (2) years following conditional acceptance for the equipment set forth in the Equipment List only. Thereafter, pricing for years 3 through 5 shall be determined by multiplying the purchase price set forth in Exhibit D by the Consumer Price Index or 5%,whichever is less. Section 17 EQUAL EMPLOYMENT OPPORTUNITY MOTOROLA is committed to Equal Employment Opportunity, both in principle and as a matter of policy. Equal employment opportunities are afforded to all applicants and employees without regard to race, color, religion, sex, national origin/ancestry/citizenship, age, marital status, disability, veteran and/or any other protected class status, as defined by applicable federal and/or state/local statutes, executive orders and/or implementing rules or regulations. Section 18 INSURANCE Work shall not commence until all insurance requirements have been met and certificates thereof have been filed with the PURCHASER. All certificates of insurance will be made out to PURCHASER and submitted to PURCHASER within ten (10) business days of the execution of this Agreement. The insurance requirement below shall remain in effect throughout the term of this Agreement, and must not be allowed to lapse by MOTOROLA. MOTOROLA shall required that all subcontractors, including individuals hired as Independent Contractors, also maintain the insurance required below. Such entities shall provide certificates of insurance to MOTOROLA, and MOTOROLA shall provide copies of those certificates to the PURCHASER before such entity commences work on the project. Renewal certificates for MOTOROLA, all Subcontractors, and all Independent Contractors, shall be submitted to PURCHASER for those certificates which expire during the term of this Agreement (except Exhibit B), or work may be stopped or payment delayed by PURCHASER The following requirements shall be in effect: Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit A 7 1. Public Liability and Property Damage Insurance. Motorola shall provide and maintain such public liability and property damage insurance as will protect MOTOROLA and PURCHASER from any and all claims for damage or personal injury, including death, which may arise from these operations or in connection therewith, including all operations of the Subcontractors. Such insurance shall provide coverage for not less than the following: For Personal Injury: $1,000,000.00 for one claimant; $1,000,000.00 for one occurrence. For Property Damage: $500,000.00 for one occurrence. Such insurance shall be without prejudice to coverage otherwise existing, and shall name as additional insured the PURCHASER, and shall further provide that the policy shall not be terminated or be canceled prior to the completion of the project without thirty(30) days prior written notice to PURCHASER, said notice to commence to run from the date the notice is actually received by PURCHASER. 2. Workers'Compensation Insurance. MOTOROLA will submit to PURCHASER certificates establishing that MOTOROLA has workers' compensation insurance in force at statutory amounts within ten (10) business days following the execution of this Agreement. 3. Automobile Liability Insurance. MOTOROLA will maintain automobile liability insurance for all vehicles and drivers to be utilized in performing work required under this Agreement, in the amount of$1,000,000.00. Section 19 WAIVER Failure or delay on the part of MOTOROLA or PURCHASER to exercise right or power hereunder shall not operate as a waiver thereof. Section 20 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Section 21 ASSIGNABILITY • The Agreement may not be assigned by either party hereto other than MOTOROLA may assign this order to one of its Subsidiaries as in the normal course of business. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit B 1 • SOFTWARE LICENSE AGREEMENT This License Agreement is between MOTOROLA, INC., a Delaware Corporation, by and through its Land Mobile Products Sector, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and the licensee named below ("Licensee"). BACKGROUND Motorola has developed or acquired, or will develop or acquire Programs (as hereinafter defined). The Licensee wishes, either now and/or in the future, to obtain the right to use such Programs. Motorola is willing to allow such use, provided the Licensee agrees to observe certain terms and conditions governing such use. The Licensee is willing to be so bound. At the time of seeking to obtain rights to any particular Program, Motorola may indicate to the Licensee that such a Program itself constitutes, or is part of a Motorola Product that is designated by Motorola as being a Category One (or, in the alternative, Level One), a Category Two (or, in the alternative, a Level Two), a Category Three (or, in the alternative, a Level Three), or a Category Four (or, in the alternative, a Level Four) product or Program. It is also possible that no particular Category or Level will be identified for a particular product or Program. • Pursuant to this Software License Agreement, the Licensee can obtain a right to use Programs, with various rights and obligations being set forth herein as specifically applicable to Programs of different Categories. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter expressed, Licensee and Motorola agree as follows: Section 1 DEFINITIONS 1.1 "Licensee"shall mean the licensee set forth at the end of this Agreement. 1.2 "Licensee's Personnel"shall mean any person who is directly employed by the Licensee. 1.3 "Motorola Products" shall mean bona fide Motorola products designed, manufactured, acquired and/or sold by Motorola's Land Mobile Products Sector, as identified in purchase contracts or as otherwise identified. "Motorola Products" shall not include products that were originally "Motorola Products," but that have been modified in such a way that the products no longer comply with Motorola's published specifications for such products as of the time of manufacture of such products by Motorola. 1.4 "Embedded" shall mean object code that is resident in an unalterable media, such as, for example, in a masked microprocessor, ROM, or PROM, or in an alterable media that is not ordinarily altered during ordinary use of a Motorola Product that includes the alterable media, such as, for example, EPROM or EEPROM. 1.5 "Program," "Programs," and "Program(s)" shall all mean Motorola object code that is provided by Motorola for use in conjunction with Motorola Products or for use within Motorola Products, and shall include later provided object code supplements and updates to any item of Motorola object code. Contract No. 95-10233/IL Final June 16, 1995 . • City of Elgin, IL Exhibit B 2 1.6 "Site" refers to a specified geographic location where usage of Programs is allowed. To the extent that Motorola shall, in a particular instance, specifically identify a particular Motorola Product or other platform as a "site" for a particular identified Program or Programs, then that particular Motorola Product or other platform shall, for purposes of this Agreement, be a"Site." Section 2 LICENSE AND CONDITIONS OF USE 2.1 Motorola grants to Licensee a personal, non-exclusive license under Motorola's applicable patents, copyrights, and trade secret rights to use Program(s) under the following terms and provisions (these terms and provisions shall be applicable to all Categories (unless provided otherwise below), and shall also be applicable in each instance where no particular Category has been identified for a particular Program or Motorola Product): 2.1.1 Licensee may only use the Program(s) at a Site, or Sites, expressly stated in purchase contracts pertaining to the Programs, or at a Site, or Sites that are otherwise identified in a writing that is provided to Motorola at the time the Licensee originally requests to use the particular Program or Programs. If a Site is not so specified, the Licensee may use the Program(s) only at the business address where the Program(s) was initially delivered by Motorola, or to such other business address where the Program(s) was initially installed with Motorola's knowledge and written acknowledgment, unless otherwise provided herein. 2.1.2 Licensee acknowledges Motorola's claim that the Program(s) contain valuable proprietary information and trade secrets, and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or unauthorized use of the Program(s) could cause irreparable harm to Motorola, and thus Licensee agrees not to reverse engineer, disassemble, disclose, transfer, provide, or otherwise make available in any form whatsoever the Program(s), the information therein, or any portion thereof, to any person or organization other than Licensee's Personnel without the prior written consent of Motorola. 2.1.3 Licensee shall not modify, adapt, or merge any Program, or alter the operability of any Program, except as specifically authorized in writing by Motorola in advance of any such modification, adaptation, merge, or alteration. 2.1.4 Since unauthorized use of such Program(s) can greatly diminish the value of such trade secrets and cause irreparable harm to Motorola, Licensee agrees that Motorola, in addition to any other remedies it may have, shall be entitled to equitable relief to protect such trade secrets, including without limitation, temporary and permanent injunctive relief without the proving of damages by Motorola. 2.1.5 Licensee will take appropriate action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel, permitted access to the Program(s), such that Licensee satisfies its confidentiality obligations under this License Agreement. 2.1.6 The Licensee shall include all copyright notices, trademark notices, and other proprietary legends in accordance with Motorola's instructions on all copies of the Program(s). 2.1.7 Title to the Program(s) and any copies thereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties in such Program(s) are vested in, and shall remain vested in, Motorola. Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit B 3 2.1.8 Licensee acknowledges and agrees that the existence of any copyright notice on any Program shall not be construed as an admission or presumption that public disclosure of trade secrets,or publication of such Program, has occurred. 2.1.9 Licensee shall comply with the export regulations of the Office of Export Administration for the United States Department of Commerce with respect to the Programs. 2.1.10 Unless otherwise provided herein, the rights provided in this License Agreement shall not be assigned or otherwise transferred by the Licensee to a third party, and any such attempt shall be null and void. 2.1.11 Motorola reserves the right to assign this License Agreement, encumber or sell any Program, or subcontract any of its obligations hereunder, either in whole or in part, without notice to or the consent of Licensee. 2.2 CATEGORY ONE SOFTWARE LICENSE: In addition to the rights and conditions set forth in Section 2.1 above, Motorola further grants to Licensee a personal, non-exclusive Category One Software License for any Program(s) provided to Licensee by Motorola that is identified, in a writing, as being a category one (or level one) product. A Category One Software License shall contain the following terms and provisions (in the event of any conflict between the terms set forth in Section 2.1 and those set forth in Section 2.2, the terms set forth in Section 2.2 shall prevail with respect to the specific terms in conflict): 2.2.1 The Licensee may have up to four (4) archival copies of a Category One Program in existence at any one time, which archival copies shall only be used to backup the original Program(s). 2.3 CATEGORY TWO SOFTWARE LICENSE: In addition to the rights and conditions set forth in Section 2.1 above, Motorola further grants to Licensee a personal, non-exclusive Category Two Software License for any Program(s) provided to Licensee by Motorola that is identified, in a writing, as being a category two (or level two) product. A Category Two Software License shall contain the following terms and provisions (in the event of any conflict between the terms set forth in Section 2.1 and those set forth in Section 2.3, the terms set forth in Section 2.3 shall prevail with respect to the specific terms in conflict): 2.3.1 Licensee may transfer a Category Two Program(s) in its entirety to a Transferee, but only if the Program(s) is transferred as Embedded in a corresponding Motorola Product, and only if the Transferee agrees in writing to use the Program(s) under license terms and provisions that are at least as restrictive as those set forth herein, and Motorola is provided with a copy of such writing. 2.3.2 Licensee may use a Category Two Program(s) in its Embedded form in a corresponding Motorola Product without territorial restriction, unless otherwise agreed to in writing by Motorola and the Licensee. 2.3.3 Notwithstanding any other provision in this License Agreement to the contrary, Licensee shall make no copies, archival or otherwise, in whole or in part, of a Category Two Program(s), except insofar as ordinary use of the Program(s) as prescribed by Motorola shall create a copy thereof. Contract No. 95-10233/IL Final June 16, 1995 • • City of Elgin, IL Exhibit B 4 2.4 CATEGORY THREE SOFTWARE LICENSE: In addition to the rights and conditions set forth in Section 2.1 above, Motorola further grants to Licensee a personal, non-exclusive Category Three Software License for any Program(s) provided to Licensee by Motorola that is identified, in a writing, as being a category three (or level three) product. A Category Three Software License shall contain the following terms and provisions (in the event of any conflict between the terms set forth in Section 2.1 and those set forth in Section 2.4, the terms set forth in Section 2.4 shall prevail with respect to the specific terms in conflict): 2.4.1 The rights granted herein pursuant to Sections 2.1 and this Section 2.4 for Category Three products shall be effective: (A) after the Licensee has signed this Software License Agreement and returned this Software License Agreement to Motorola at an address specified by Motorola; and (B) the earlier occurrence of either: (i) Motorola acknowledges to Licensee Motorola's acceptance of this Software License Agreement in writing;or (ii) Motorola ships to the Licensee an item of Category Three software as ordered by the Licensee. (C) THE BANKING, NEGOTIATION, OR OTHER USE OF ANY PAYMENT MADE BY THE LICENSEE, IF ANY, SHALL NOT CONSTITUTE AN ACCEPTANCE OF THIS SOFTWARE LICENSE AGREEMENT BY MOTOROLA. 2.4.2 If the Licensee wishes to use a particular version of a Category Three Program at more than one location, then the Licensee shall obtain from Motorola at least one copy of the Program for each such location. Provided such sufficient number of copies are so obtained, the Licensee may make additional copies of such a Category Three Program(s) to service a Site, or Sites, which Sites shall be expressly identified in purchase contracts pertaining to the Programs or otherwise identified in a written agreement at the time of sale that is signed by at least Motorola. If a Site is not so specified, the Licensee then shall only make copies of the corresponding Category Three Program(s) in sufficient quantities to service the business address where the Program(s) was initially installed with Motorola's knowledge. Within ten (10) business days of Motorola's written request, the Licensee shall provide to Motorola a written identification of all locations where the Licensee has the Program(s),or a copy of the Program(s). 2.4.3 The Licensee shall not use any Category Three Programs, or files that are accessed, created, or maintained by a Category Three Program, to modify a Motorola Product, or cause a Motorola Product to be modified, in any manner that: (A) constitutes an illegal, unfair, or deceptive trade practice under any applicable federal, state, or local law, rule, or regulation;or (B) constitutes an infringement of any of Motorola's intellectual property rights, including Motorola's patent rights, trademark rights, copyrights, and/or trade secret rights. 2.4.4 All right to use a Category Three Program under this Agreement may be terminated by either party without cause and for convenience upon the giving of ten (10) days written notice by Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit B 5 the terminating party to the other party. Licensee's notice of termination shall include a return to Motorola of all originals and copies of any Program(s), including associated documentation, for which the Licensee seeks to terminate the license. Upon termination by Motorola, the Licensee shall return to Motorola all originals and copies of the corresponding Program(s) and associated documentation. 2.4.5 In the event of any failure by the Licensee to observe the terms and conditions set forth in either Sections 2.1 above or this Section 2.4 with respect to any Category Three Program, then in addition to any other rights and remedies that are available to Motorola under law or equity, Motorola may: (A) withhold performance hereunder;or (B) terminate the entire license under this Section 2.4;or (C) demand and be entitled to the immediate return of all copies of any and all items of Category Three Programs;or (D) repossess, by any appropriate means,with or without notice to the Licensee, all items of Category Three Programs. Such remedies shall be cumulative and without any obligation upon Motorola to exercise any particular remedy. 2.5 CATEGORY FOUR SOFTWARE LICENSE: In addition to the rights and conditions set forth in Section 2.1 above, Motorola further grants to Licensee a personal, non-exclusive Category Four Software License for any Program(s) provided to Licensee by Motorola that is identified, in a writing, as being a category four (or level four) product. A Category Four Software License shall contain the following terms and provisions (in the event of any conflict between the terms set forth in Section 2.1 and those set forth in Section 2.5, the terms set forth in Section 2.5 shall prevail with respect to the specific terms in conflict): 2.5.1 Licensee shall not enable, disable, or otherwise add or delete feature functionality with respect to a Motorola Product by accessing, altering, or reconfiguring the operability of a corresponding Category Four Program(s) except by a prior written agreement with Motorola and with Motorola's prior knowledge of the specific feature functionality to be enabled, disabled, or otherwise added or deleted. 2.5.2 Notwithstanding any other provision in this License Agreement to the contrary, Licensee shall make no copies, archival or otherwise, in whole or in part, of any Category Four Program(s), except insofar as ordinary use of the Program(s) as prescribed by Motorola shall create a copy thereof. 2.5.3 Licensee may transfer a Category Four Program(s) in its entirety to a Transferee, but only if the Program(s) is transferred as Embedded in a corresponding Motorola Product, and only if the Transferee agrees in writing to use the Program(s) under license terms and provisions that are at least as restrictive as those set forth herein, and Motorola is provided with a copy of such writing. Contract No. 95-10233/IL Final June 16, 1995 • _ 6 City of Elgin, IL Exhibit B 6 2.5.4 Licensee may use a Category Four Program(s) in its Embedded form in a corresponding Motorola Product without territorial restriction, unless otherwise agreed to in writing by Motorola and the Licensee. Section 3 MAINTENANCE DISCLAIMER 3.1 Motorola shall not be responsible for support or field service of any Program under this License Agreement. Any maintenance by Motorola, if available, shall be by separate agreement on Motorola's then current terms and conditions and at Motorola's then current prevailing rates for such maintenance. Section 4 TERM OF LICENSE AGREEMENT 4.1 This Agreement shall be effective from the date of Motorola's approval as set forth below (or, in the case of Category Three Programs, as set forth in Section 2.4.1 above). The Licensee shall be able to acquire rights, subject to this Agreement, to use a Program(s) subsequently acquired from Motorola, provided that such Program(s) is acquired from Motorola at a time during the five (5) year term following the effective date of this Agreement. This provision shall not be construed so as to limit the Licensee's ability to purchase additional software in the future under a separate or new Software License Agreement from Motorola. 4.2 The Licensee shall be perpetually entitled to use the Programs so acquired pursuant to the terms of this License Agreement for so long as the Licensee shall continue to use the corresponding Motorola Products. Licensee's obligations under Section 2 shall continue past termination except insofar as the exceptions of Section 5 are applicable. 4.3 The right to use Programs under this License Agreement may be earlier terminated for the reasons set forth in Section 6 below. Section 5 EXCEPTIONS 5.1 The Licensee's obligations with respect to confidentiality under this Agreement shall not apply to those parts of a Program(s) that: 5.1.1 Is or becomes publicly known through no wrongful act on the part of Licensee; 5.1.2 Is already known to Licensee at the time of disclosure; 5.1.3 Is rightfully received by Licensee from a third party without breach of this License Agreement;or 5.1.4 Is explicitly approved for public release by written authorization of Motorola. 5.2 That an exception under Section 5.1 may be applicable shall not diminish in any way any other obligations the Licensee may have, such as those obligations that are based upon patent and copyright interests Of Motorola. • Section 6 TERMINATION FOR CAUSE 6.1 A party to this Agreement may give written notice of termination to a breaching party if the breaching party commits a material breach of any of its obligations: (1) as set forth herein; (2) as Contract No. 95-10233/IL Final June 16, 1995 City of Elgin, IL Exhibit B 7 set forth in a purchase contract for a Program(s); or (3) as set forth in any other agreement between the parties regarding such Program(s). The written notice of termination shall specify the material breach and must specify whether the entire License Agreement is being terminated or whether the License Agreement is being terminated with respect to a particular Program, or particular Programs. Upon receipt of the written notice of termination, the breaching party shall have ten (10) business days to cure the material breach. In the event that the material beach is not cured during the ten (10) working days, the License Agreement is terminated as specified in the written notice of termination. 6.2 Upon termination of this License Agreement in its entirety or termination of this License Agreement for any particular Program(s) by Motorola for cause, Licensee shall promptly forward to Motorola, or to Motorola's designee, all copies of Programs for which this License Agreement is terminated. In the event a Program is Embedded in a Motorola Product, the Licensee shall either return the Motorola Product(or that portion of the Motorola Product that contains the Program), or verify destruction of the Embedded Program. Section 7 WARRANTY 7.1 The warranty for the software program(s) provided hereunder is set forth in Exhibit A- Section 12 of this Agreement. Section 8 LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages concerning performance or nonperformance by Motorola under the License Agreement or in any way related to the subject matter of the License Agreement, regardless of whether the claim for such damages is based in contract, tort or otherwise, and Licensee's sole and exclusive remedy shall be limited to the payment by Motorola of actual damages not to exceed the total License fee paid by Licensee for the Program, or Programs that caused the damages or is the subject matter of or is directly related to such claim. 8.2 IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR DATA, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS) TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY. Section 9 PATENTS,COPYRIGHTS,&TRADE SECRETS 9.1 If promptly notified in writing, Motorola will defend any suit against Licensee that claims that U.S. patents, copyrights, or trade secrets of another have been infringed solely by MOTOROLA's unaltered Programs and will pay any associated costs or damages finally awarded. Upon Motorola's request, Licensee agrees to reasonably assist in any defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace these Programs with equivalent non-infringing items, obtain the right to continue using the Programs or, if these remedies are not reasonably available, to terminate this License Agreement with respect to such Programs. Motorola shall have no liability for infringement that arises from any modification of Motorola's Programs by Licensee or from Licensee's combination of Motorola's Programs with another's. Contract No. 95-10233/IL Final June 16, 1995 . 1 I City of Elgin, IL Exhibit B 8 Section 10 U.S. GOVERNMENT LICENSE PROVISIONS 10.1 In the event that the Licensee is the U.S. Government or a U.S. Government agency, then the provisions of this Section 10 shall also apply. • 10.2 All Programs were developed at private expense. Programs 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. 10.3 Use, duplication, or disclosure of Programs and associated documentation under Motorola'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. This FAR clause shall apply unless the Licensee is the Department of Defense, in which case subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 shall apply. 10.4 Provided that Motorola brings the terms and conditions of this License Agreement, in writing, to the attention of the purchasing agent of the procuring agency, the terms and conditions other than those set forth in Section 10 of this License Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the.aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. Section 11 GENERAL PROVISIONS 11.1 This License Agreement constitutes the complete and exclusive statement of the agreement between Motorola and Licensee, and supersedes all oral or written proposals, prior agreements and other prior communications between the parties, concerning the subject matter of the License Agreement. 11.2 All formal notices, consents and other communications required or permitted under this License Agreement shall be in writing and shall be sent in such a way as to assure receipt by the other party. Either party may change its address for formal notices by written notice to the other party. 11.3 This License Agreement shall be governed by and construed in accordance with the laws of the United States of America to the extent to which they apply, and, where they do not apply, in accordance with the laws of the State of Illinois. 11.4 No representation or promise relating to, and no amendment of, this License Agreement shall be binding unless it is in writing and signed by both parties. 11.5 The terms and conditions of this License Agreement shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Licensee. Notwithstanding the foregoing, when this License Agreement is specifically incorporated by direct reference as an exhibit into another written agreement that has been signed by both parties and that includes terms that are directly inconsistent with terms included in Section 7 of this Agreement regarding the commencement or duration of warranty, or with terms included in Section 8.1 of this Agreement, then the directly inconsistent terms in the other written agreement shall prevail. 11.6 Motorola shall not be liable for any failure to perform due to causes beyond its reasonable control. Contract No. 95-10233/IL Final June 16, 1995 , City of Elgin, IL Exhibit B 9 11.7 No waiver by a party of any breach of any provision of this License Agreement shall constitute a waiver of any other breach of that or any other provision of this License Agreement. 11.8 Licensee recognizes that applicable Federal Communications Act and other statutes, laws, ordinances, rules, and regulations may change from time to time and that accordingly Motorola in its sole discretion has the right without liability to modify this License Agreement to comply with such change. 11.9 In the event that any of the provisions contained in this License Agreement are held to be unenforceable, this License Agreement shall be construed without such provisions. 11.10 No action, regardless of form, arising out of the License Agreement may be brought by Licensee more than one (1) year after the cause of action has arisen. ACCEPTED AND APPROVED AS OF , 1995. LICENSEE: MOTOROLA: CITY OF ELGIN, ILLINOIS MOTOROLA, INC. BY: k<=1,4_C BY: f NAME: Richard J. Helwig NAME: Frank L. Todd TITLE: City Manager TITLE: Vice President& General Manager DATE: jct DATE: d()Ate— afi textr-- ER Vir.vv,_ AT. FONM A ak ST: ) ; .• INGRI LEHNERT DATE Delonna Mecum, City Clerk MOTOROLA Address for Formai Notices: Addiciityo-cFparmiitC4WQMPLIANCE DEPT. City of Elgin Motorola, Inc. 150 Dexter Court 1303 East Algonquin Road Elgin, Illinois 60120 Schaumburg, Illinois 60196 Attn: Lori Moser, Communications Director Attn: Intellectual Property Dept. Contract No. 95-10233/IL Final June 16, 1995 SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 95092 This Equipment Schedule dated as of is being executed by MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. ("Lessor") and City of Elgin, Illinois ('Lessee"), as a supplement to , and is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement dated as of ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached equipment list. Equipment Location: Initial Term: 29 Months Commencement Date: June 30, 1995 Lease Payments of Refer to Schedule B, plus Sales/Use Tax of$0.00, (total of Refer to Schedule B) payable on the Lease Payment Dates set forth in Schedule B. EXECUTED as of the date first herein set forth. LESSEE: LESSOR: City of Elgin, Illinois MOTOROLA COMMUNIC T NS AND ELEINICS, INC. By: 1 By: . Lease Number 95092 City of Elgin, Illinois Schedule B 06-14-1995 Pg 1 Compounding period. . . : Monthly Nominal annual rate. . : 4 . 316 % CASH FLOW DATA Event Date Amount # Period End-date 1 Loan 06-30-95 4,121, 346 . 00 1 2 Payment 09-01-95 200 ,000. 00 1 3 Payment 05-01-96 1,470,000.00 1 4 Payment 05-01-97 2,500,000.00 1 5 Payment 12-01-97 216, 362 .99 1 AMORTIZATION SCHEDULE - Normal amortization Pmt Date Payment Interest Principal Balance Loan 06-30-1995 4,121,346.00 1 09-01-1995 200,000.00 30,190. 38 169,809.62 3 ,951,536. 38 1995 totals 200,000.00 30, 190. 38 169,809.62 2 05-01-1996 1,470,000. 00 115,140. 49 1, 354,859.51 2,596,676.87 1996 totals 1,470,000.00 115,140.49 1,354,859.51 3 05-01-1997 2,500,000.00 114, 316. 35 2,385,683 .65 210,993 .22 4 12-01-1997 216, 362.99 5,369.77 210,993 . 22 0.00 1997 totals 2,716,362.99 119,686.12 2,596,676.87 Grand totals 4, 386,362.99 265,016 .99 4 ,121 , 346.00 INITIAL INSURANCE REQUIREMENT: $4,121,346.00 Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule. LESSEE: LESSOR: City of Elgin, Illinois Motorola Communicatio and Electronics, Inc. By: _ _ , _ By: 1`V Its: Its: V. 4' 667.1E01-1 11liv,46e, Date: Date: \Il/NE 29/ Neu— i • '1033-G information Return tor Tax-Exempt Governmental Obligations ► Under internal Revenue Cods section 149(e) 0MB No ts45-0720 =ev. may 19931 ► See seoerate instructions. :,osnTMe T t,`• treasury ,,,M�.....M.7e.C. Jse Form t1038-GC ;re issue once is under S100.CCC.1 Parti Report:na Authority • Amenaeo Return. cnecx nere ► 1 issuer s name 2 Issuer s emofaver cenencatan numoerT City of Elgin 36-6005862 3 Number arta street for P.O. box it mar is not aeuverea to street aaoressi Roam,Suats l 4 Pecan ntanoer 150 Dexter Court 7.9 - 5 C.rv. town. state.and ZIP coos ; 6 Oats at SSW Elgin, IL 60120 7 Name of Issue 18 CUSP Mincer Part-tt Type of issue (check aooiicaote boxles) aria enter the issue once) isalia wee 9 0 Education (attach scnedwe-see instructions) $ 10 0 Health and hospital (attacn schedule-see instructionst 11 0 Transportation 12 (X Public safety $4, 121 , 346.00 13 0 Environment)inducing sewage oonos) 14 C Housing 15 C Utilities 16 0 Other. Oescnoe (see Instructions) ► _ 17 If obligations are tax or other revenue anticipation gongs. caeca box I. ❑ �� 18 If obligations are in the form of a lease or installment sate. check box ► Part-III Description of Obligations - . Martyt oats I into w rats isms MOD (41 S hOr"aOOR tlt�lf I t111 'r MOB at RUNIMIlr avalaea MAINUMer COIN 19 Final maturity. N A I N/A %1 N`A / 20 Entire issue . // %%%f $4, 121 ,346 N/A i 4 31 oily N % Part-IV Uses of Original Proceeds of Bond Issue (including underwriters' discount* 21 Proceeds used for accrued interest 21 N/A 2Z Issue once of entire issue(enter amount from tine 20. column (C)) N/A ri 23 Proceeds used for bond issuance costs(including mummers' discount 23 ! 24 Proceeds used for credit enhancement 24 1 ��• 23 Proceeds allocated to reasonably required reserve or replacement fund . , 25 i 28 Proceeds used to refund pnor issues 20 1 27 Total (add lines 23 through 261 27 ► N/A 23 Nonrelundina proceeds of the issue(subtract line 27 from tine 22 and enter amount here). . 28 I N/A Part-V Description of Refunded Bonds (complete this part only for refunding bandit 20 Enter inc remaining weighted average maturity of the bonds to be refunded ► N/A wmm 30 Enter me last date on which the refunded bonds will be called ► N/A 31 Enter the dotage)the refunded bonds were Issued ► N/A Part-VI Miscellaneous 32 Enter inc amount of the state volume cap allocated to the issue ► N/A 33 Enter me amount of the bonds designated by the issuer under section 265(bx3XB)n(118 (small issuer N/A exception) ► 34 Pooled financings: NSA a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ► b M this issue is a loan made from the proceeds of another tax-exempt issue. check box ► ❑and enter Vivre of the issuer ► and the date of the issue ► 32 If the issuer has elected to Day a penalty in lieu of rebate. check box ► p N/A Under 04+4444 a oantey.I aware otat a have era to eo tris return aro aeeornoa tyug soledtiaa ono stitarvianta.and to ton haat a Ty Islowleags anal aaoe.slay alta ow.comae.and comm. Please Sign ) 6-29-95 Richard B. Helwiq, City Mqr Here ea . synaa a officer Date r Type or otos nano aro seta For Paperwork Reduction Act Notice,see page 1 of the Instructions. Cas oto.e3773s Fula*8038-G law.ra,e l The s...awaasae t_.,Ysatioorm EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 95092 LESSEE: LESSOR: City of Elgin, Illinois Motorola Communications and Electronics, Inc. 1301 East Algonquin Road Schaumburg, Illinois, 60196 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described in any Schedule A now or hereafter attached hereto ("Equipment') in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor(or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest Iaewful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to the contract(the"Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS"AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. 1 Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS.Notwithstanding anything contained in this Lease to the contrary, in the event the funds appropriated by Lessee's governing body or otherwise available by any means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment or services. This Section will not be construed so as to permit Lessee to terminate this Lease in order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii)the interest portion of the Lease Payments shall be excluded from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time (the"Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. Lessee represents, covenants and warrants that(i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all public bidding and Bond Commission requirements (as defined in the Code)where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 2 ' 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that(i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or(iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish all parto, mechanisms and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10' LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal)which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due. Lessor shall have the right, but shall not be nb|igated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either(a) replace the same with like equipment in good repair; or(b) on the next Lease Payment date, pay Lessor the sum of: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Concluding Payment(as set forth in Schedule 6) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 3 . . 13' INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Concluding Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damoga, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purohaee, de|ivery, poaueooion, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either(i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. After notice of such an anoignment. Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 4 . . ' 16. EVENT OF DEFAULT. The term "Event of Default , as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment(or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or(v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its opinion, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the Fiscal Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase pricm, rental and other amounts paid by the punzhaoar. Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20' SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 5 k..R. 23. ENTIRE AGREEMENT; WAIVER. This Lease, together with the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. IN W MESS WHEREOF, the parfies have executed this Agreement as of the 02ppp ikday of Gu_ , 19 . LESSEE: LESSOR: City of Elgin, Illinois Motorola Com unications and Elec ronics, Inc. ff ` y By: l'- ---- ..IL I � ' By: Zai f. , Title: t� t ` �' Title: U-, 4 6€I4EZ4c... k14N46E REVIEWED AND APPROVED A TO FORM YoUlet i-C( 6A/qr. ING LEHNERT DATE MOTOROLA CONTRACTS AND COMPLIANCE DEPT. 6 • OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement dated by and between Motorola Communications and Electronics, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii)the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (Ill)the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. Attorney fort Citylgin, Illinois 7 CERTIFICATE OF INCUMBENCY I, Delonna Mecum do hereby certify that I am the duly elected or (Secretary/Clerk) appointed and acting Secretary or Clerk of City of Elgin an entity duly organized and existing under the laws of the State of Illinois that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding offices set forth opposite of their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 95092 dated , and Schedule A number 95092 dated between City of Elgin and Motorola Communications and Electronics, Inc. Name Title Signature Richard R. HP1wi g City Mana gr } 1 J IN WITNESS WHEREOF, I have execut this certificate and affixed the seal of City of Elgin hereto this' day of , 1995. By: (Signature of Secretary/Clerk) SEAL LESSEE FACT SHEET Please help Motorola provide excellent billing service by providing the following information: 1. Complete Billing Address City of Elgin 150 Dexter Court Elgin, IL 60120 Attention: Ms. Lori Moses Emergency Communications Director Phone: 708-931-6010 2. Lessee County Location: Kane 3. Federal Tax I.D. Number 36-6005862 4. Illinois Sales Tax Exemption Number E9996-0771-03 Thank You 4Iliirx)ip Department of Revenue OFFICE OF GENERAL COUNSEL WILLARD ICE BUILDING 101 W. JEFFERSON STREET SPRINGFIELD, IL 62794 JANUARY 13, 1995. CITY OF ELGIN TREASURER CITY HALL ELGIN IL 60120 DEAR GOVERNMENTAL EXEMPTION HOLDER: THIS IS TO ADVISE YOU THAT YOUR GOVERNMENTAL EXEMPTION FROM PAYMENT OF ILLINOIS SALES TAXES HAS BEEN RENEWED, AS REQUIRED BY LAW, EFFECTIVE JAN. 1, 1995. THE FOLLOWING NEW TAX EXEMPTION IDENTIFICATION NUMBER HAS BEEN ISSUED: E9996-0771-03 TO CITY OF ELGIN OF ELGIN, IL THE TERMS AND CONDITIONS GOVERNING USE OF YOUR EXEMPTION NUMBER REMAIN UNCHANGED. OFFICE OF GENERAL COUNSEL DEPARTMENT OF REVENUE 11-0000653 STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? 2. Why is the equipment essential to the operation of the Citty? 3. Does the equipment replace existing equipment? If so, why is the replacement being made? 4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? please refer to the attached memorandum, approved by the Elgin City Council on 6-28-95, for responses to the above questions. Lessee: City of Elgin, Illinois Its: City Manager Date: 6-29-95 ©-1, 0, , Agenda Item Na. June 20, 1995 TO: Mayor and Members of the City Council FROM: Richard B. Helwig, City Manager SUBJECT: Motorola Contract for 800MHz City-wide Radio System PURPOSE The purpose of this memorandum is to authorize the execution of a contract with Motorola Communications and Electronics Incorporated for design and equipment for City-wide 800 MHz trunked radio system. BACKGROUND On May 26, 1993, the City Council awarded a contract to Vegemast Engineering of Minneapolis, Minnesota to conduct a radio needs study for all City of Elgin departments . The study was conducted and completed in 1994 and outlines the needs of all departments to the year 2005. The project also included the creation of a City-wide Radio Committee (Attachment A) . The Radio Committee was formed in 1994 at the completion of the needs study by Vegemast Engi- neering. The Radio Committee was assigned to review the findings and assist in the formulation of a plan to address these needs in the most cost effective manner yet still obtain a superior quality radio system for the City. The Committee has periodically made presentations to the City Council, updating the Council on their progress and receiving direction for the project. During this process, it was determined by the consultant and the Radio Committee that an 800 Mhz trunked radio system would best meet the needs of all departments. The proposed system has several advantages. These advantages include the ability of the City to establish one radio infrastructure, but still allow each department to operate as if they are on a private frequency and the ability to place all city departments to- gether selectively for special events and emergencies with existing equipment. Moreover, the 800 MHz trunked radio system will also allow the most efficient use of the available radio frequencies available for public safety. Motorola Contract Page 2 In February of 1994, the City Council passed a resolution authorizing the design, acquisition and implementation of an e00 Mhz trunked radio system. An implementation schedule was also adopted (Attachment B) . As the design of the radio system evolved, the Radio Committee determined that it was in the best interest of the City to procure the new 800 MHz radio system through a sole source procurement and negotiation process with Motorola. On January 25, 1995, the City Council passed a resolution authorizing a sole source procurement and negotiation process with Motorola. Since approval of the sole source procurement, the Radio Committee, Vegemast Engineering and Motorola have been meeting on a regular basis to plan and design the City-wide 800 MHz trunked radio system. Over 50 meetings were held during the past five months to design and value engineer the new radio system (Attachment C) . Additional project work involved reinterviewing all City departments, including on-site inspec- tions of their current equipment and indepth research to provide solutions for all identified needs. A comprehensive plan was developed in partnership with Motorola, the City Radio Committee and Vegemast Engineering to satisfy all needs of the various City departments. The proposed radio system is designed with expansion capabili- ties and with the input of the City' s Planning Department in an effort to anticipate future growth. Extensive testing has been conducted to verify engineering assumptions . The Commit- tee has worked closely with the architects and construction manager for the new Law Enforcement Facility to ensure coordi- nation of the radio system with the new law enforcement facil- ity. Upon completion of the design phase of this project, Motorola delivered a proposal with all of the plans and requirements itemized and all of the designs explained in detail. The Radio Committee, Mike Sarro, Bob Malm, Jim Nowicki, Mike Gehrman, Lori Moses and Jim Burns then entered into negotia- tions with Motorola for an actual contract. Issues discussed during negotiations were: pricing,lease arrangements, equip- ment costs, warranty and equipment price guarantees. A careful review by our consultant, Ron Vegemast, and staff found the prices being proposed by Motorola are very competitive and meet or are lower than prices established through competitive bidding in other communities. (Price and equipment list At- tachment D) After two months of negotiations, the contract is now presented for City Council consideration. Throughout this project, staff have been striving for the best system that can be designed, ever mindful of the budget Motorola Contract _Page 3 parameters established. It is the belief of the Radio Committee and the City negotiators that this contract meets all of our goals and will provide a state-of-the-art radio system that will serve the citizens of the City of Elgin for the next 10 years and beyond. The proposed radio system will have significant operational benefits and will be showcased" by Motorola to its customers including those from other countries. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED This project has crossed all City Departments and has been approved by all department heads . 7INAB IAL IMPACT The final negotiated price for the radio system is $4, 121, 346 plus $260,406 in finance charges (based on a lease rate of 4.316%) for a total of $4,381,752 . The acquisition of the system is budgeted in the City' s Five-Year Financial Plan at $4.4 million using riverboat proceeds and $125,000 from the 911 Fund for a total of $4.525 million. In addition to the actual cost of the radio equipment, there must be $43, 199 earmarked for transmission site work, bringing the total project cost to $4,424,951.The difference between the budgeted amount and the system acquisition price and site work will serve as the project' s contingency ($100,049) . The attached table is a summary of the equipment costs and funding sources. (Attachment E) Under the agreement, the City would be responsible for the first $30,000 in contingencies and Motorola would be responsi- ble for the next $30,000. This would then repeat to provide a total project contingency of $120,000, $60,000 City and $60,000 Motorola. Also included in the contract is a seven year price guarantee for the purchase of future equipment and a maintenance contract. LEGAL IMPAC /his contract, maintenance and lease agreement have been re- viewed and approved by the Legal Department. Motorola Contract Page 4 ICO1O1ENDAT I ON It is recommended that this contract with Motorola be ap- proved. Respectfully submitted, Charles A. Gruber Chief of Police Michael Sarro Purchasing Director • l 1 Richard B. Helwig City Manager JB/jb Attachment A SOO MHz TRUNKED RADIO SYSTEM COMMITTEE MEMBERS Fire Department Curt Kramer, Deputy Fire Chief Dean Rausch, Fire Captain M.I.S. Department Gary Gordier, Director, MIS Police Department Jim BurnE, Deputy Police Chief Mark Hannell, Commander, Records Division Emergency Communications Division Lori Moses, Director, Emergency Communications Renee Merrill, Supv'r, Emergency Communications Jan Cox, Supv'r, Emergency Communications Roy Henderson, Supv'r, Emergency Communications Public Works Department Wayne Schultz, Asst. Street Superintendent Water Department Kurt Eshelman, Water Plant Supervisor Code Enforcement Department John Rothenberger, Field Supervisor Parks & Recreation Department Dave Osborn, Parks & Recreation Superintendent t IMPLEMENTATION SCHEID= CITY OF ELGIN 800 MHz TRUNK= RADIO SYSTEM February 28, 1994 Complete application for NPSPAC frequencies. Begin writing Request for Proposal Specification. July 1, 1994 RFP specification completed. Approval of frequen- cies received by the City. Send RFP for radio system out for proposals. December 1, 1994 Proposals received and evaluated. Award recommenda- tion to the City Council and award made. Contract executed with radio manufacturer. July 1, 1995 Some fixed location radio equipmfent installed to meet the construction under way milestone of one year after approval of frequencies. January 1, 1996 Begin installation of radio consoles and network controller equipment in new police building. March 1, 1996 Fixed location equipment installed. Begin testing and debugging system using a minimum number of portable radios. June 1, 1996 Testing and debugging phase complete. Basic system accepted by the City. Begin installation of mobile radios. August 31, 1996 City accepts delivery of and accepts invoices for at least 490 mobile radios, portable radios, and control stations although not all mobile radios will have been installed. City sends copy of in- voices to Illinois NPSPAC committee to show that the delivery of at least 70 radios per channel has been achieved. After August 31, 1996 Remaining mobile radios are installed before June 30, 1999. City is invoiced for and pays for mobile radio installations as they are completed. Remove old fixed location radio equipment, and give back unused existing frequencies after all of 800 MHz mobiles are installed. • ATTACHMENT B • , RADIO SYSTEM MEETINGS DATE PERSONNEL INVOLVED REASON FOR MEETING 01i23/95 MM.STAFF &M TOROLA DISCUSSION OF FUTURE MEE IN 01/31/95 RADIO COMMITTEE & MOTOROLA TECHNICAL ISSUES 02/06/95 COMM. STAFF&VEGEMAST ENGINEERING CONFERENCE CALL 02/07/95 RADIO COMMITTEE & MOTOROLA TECHNICAL ISSUES 02/07/95 COMM. & VEGEMAST ENGINEERING CONFERENCE CALL 02/14/95 RADIO COMMITTEE& MOTOROLA TECHNICAL ISSUES 02/14/95 POLICE, COMM. STAFF& MOTOROLA POLICE NEEDS 02/16/95 COMM. STAFF, PUBLIC WORKS&MOTOROLA PUBLIC WORKS NEEDS 02/17/95 COMM.STAFF&VEGEMAST ENGINEERING CONFERENCE CALL 02/21/95 RADIO COMMITTEE& MOTOROLA TECHNICAL ISSUES 02/21/95 COMM. STAFF& VEGEMAST ENGINEERING CONFERENCE CALL 02/24/95 COMM. STAFF&VEGEMAST ENGINEERING CONFERENCE CALL 02/27/95 COMM. STAFF & MOTOROLA CONSOLE MEETING 02/28/95 RADIO COMMITTEE& MOTOROLA TECHNICAL ISSUES 02/28/95 COMM. STAFF , PUBLIC WORKS & MOTOROLA PUBLIC WORKS NEEDS 02/28/95 COMM. STAFF&VEGEMAST ENGINEERING CONFERENCE CALL 03/02/95 COMM. STAFF ,MOTOROLA& VEGEMAST ENGINEERING CONFERENCE CALL 03/10/95 RADIO COMMITTEE&MOTOROLA TECHNICAL ISSUES 03/10/95 COMM. STAFF& MOTOROLA 911 NEEDS 03/14/95 NEGOTIATING TEAM & MOTOROLA FINANCIAL ISSUES 03/14/95 RADIO COMMITTEE& MOTOROLA TECHNICAL ISSUES 03/17/95 COMM. STAFF , AMERITECH & MOTOROLA COMMUNICATION ISSUES 03/20/95 COMM. STAFF ,MOTOROLA&AMERITECH COMMUNICATION ISSUES 03/21/95 COMM. STAFF & MOTOROLA SERVICE ISSUES AND CONSOLES 03/28/95 RADIO COMMITTEE& MOTOROLA TECHNICAL ISSUES 03/29/95 COMM. STAFF ,AMERITECH & MOTOROLA COMMUNICATION ISSUES 03/29/95 COMM. STAFF , MOTOROLA&VEGEMAST ENGINEERING CONFERENCE CALL 03/30/95 NEGOTIATING TEAM & VEGEMAST ENGINEERING FINANCIAL AND LEGAL ISSUES 03/31/95 COMM. STAFF& VEGEMAST ENGINEERING CONFERENCE CALL 04/04/95 COMM. STAFF & VEGEMAST ENGINEERING CONFERENCE CALL 04/20/95 COMM. STAFF ,AMERITECH& MOTOROLA COMMUNICATION ISSUES 04/25/95 NEGOTIATING TEAM FINANCIAL AND LEGAL ISSUES 04/26/95 COMM. STAFF & VEGEMAST ENGINEERING CONFERENCE CALL 04/28/95 COMM. STAFF ,AMERITECH & MOTOROLA COMMUNICATION AND 911 ISSUES 05/02/95 RADIO COMMITTEE TECHNICAL ISSUES 05/08/95 COMM. STAFF& AMERITECH COMMUNICATION ISSUES 05/08/95 COMM. STAFF& VEGEMAST ENGINEERING CONFERENCE CALL 05/09/95 COMM. STAFF&VEGEMAST ENGINEERING CONFERENCE 05/09/95 NEGOTIATING TEAM FINANCIAL AND LEGAL ISSUES 05/10/95 COMM.STAFF& MOTOROLA SIREN ISSUES 05/11/95 COMM. STAFF& PARKS PARKS NEEDS 05/15/95 COMM. STAFF&VEGEMAST ENGINEERING CONFERENCE CALL 05/16/95 NEGOTIATING TEAM& MOTOROLA FINANCIAL AND LEGAL ISSUES 05/16/95 COMM. STAFF& VEGEMAST ENGINEERING CONFERENCE CALL 05/17/95 COMM. STAFF , OWP&P, AMERITECH & PRC WIRING ISSUES 05/19/95 COMM. STAFF& VEGEMAST ENGINEERING CONFERENCE CALL 05/25/95 COMM.STAFF , MOTOROLA&VEGEMAST ENGINEERING CONFERENCE CALL 05/31/95 COMM. STAFF& AMERITECH COMMUNICATION ISSUES 06/01/95 NEGOTIATING TEAM LEGAL AND FINANCIAL ISSUES 06/05/95 COMM. STAFF , FIRE AND MOTOROLA BACKUP RADIO SYSTEM 06/06/95 NEGOTIATING TEAM & MOTOROLA NEGOTIATE PRICE, TERMS ETC. 06/14/95 COMM. STAFF& MOTOROLA TERMS AND ACCEPTANCE ATTACHMENT C ,, r , • Radio Equipment List Prime Site Equipment $899,500 New Law Enforcement Facility Remote Antenna/Base Site $637,000 120 South State Remote Antenna/Base Site $590,000 Plaza 13- Tollway (Antenna Rt 25 @, I-90) Remote Antenna/Base Site $634,516 Airlite Water Tower Emergency Communications Center $213,000 New Law Enforcement Building Emergency Operations Center(backup) S76,591 150 Dexter Crt (existing communications) 358 Portable Radios $620,234 Portable Radio Accesories & upgrades $156,676 Mobile Radios & Equipment $191,560 Remote control site equipment $94,966 Fire houses & Public Works MOSCAD Civil Defense Siren Activator S67,000* Remote Radio Backup S7,303 South Elgin PD Enhanced E911 equipment S112,000* Total $4,121,346 *included in above prices ATTACHMENT D City of Elgin Communications Systems1 (All Systems Completed & Paid For By 12-31 -97) $8,000,000 $6 ,829 ,300 $6,693751 5. .. ad to ,41,'", 'Ra : :v.:.'•:: ::. SS�Yc:rkG..riL ;53: a >>}h L � .gyp$ =, . <;3s 91}1E , i (Pro S'15� 5C)0 Y+L}},-" n h':{}:.'• ? :I.4: :tk; }n..Ii,.:.;%.,:..;• - - - - - - - - - 4J "'f. ! :}`.; 4f:i > $6,000,000 ..... :.....::: • ¢�y�:,r,�, +\?/�Lf'. a'L ' ' Y }3 � - f f 4 J y449' 11 Balance 12-3b. ¢rJ''1.: -'i';f9+Jc�4ys'ySGi;x:`»'r.,:.•%r;:r:rf..�.¢rVi}}.l�} $l,t`.:xt:h.p:•fff.;}:.:.,r:.: .,2r.{.S Sr.>>U✓r•ff.. "ffv,Y��:r,'c%`',.•S$8541490 >� rywf}"yi me.),/4 :4'49 :¢ t" l� 1vi ,Jf :' :: 1 � :, i!}2a . CY','iJ,:,:{:f.!};r' %4 . �� �, ,r f ,!,, !Ji ::xi �: , r !'V :#ry: �/ i ? • � ;`' '" i.iv :"� l � 4�fn w. .J ,Wj Y > sN �LF frQf{y•!%¢ o$4,000,000 ... Lr: s x: '} -} :� ?•:- : r Radio f - r .j '3' f •'2- KL > Fc ¢;,N?`% sX:',in9 vL .,- j ` : - .% ;:¢ () wilimaiii �?c > ' � . j¢� )' >: rNfvt * ✓ ". ':iijf',-: ',}3L: (, ---'),*' -';'',W,:',,:><;��% "q)::' rrit �.. r¢: + I: ,.:rr amsaggekg (1) co ystem z 000 ooa _ '97 - - - - a - 4) $ IL Budget ($4,424,951) ($2.5 mil)) C) CS $0 `includes$43,199 in site work ;~ Funding Sources Projected Costs '`'"' City 1996(Riverboat) $2,500,000 Radio System $4,424,951 City 1997(Riverboat) $2,500,000 CAD System $1,685,400 911 Balance 12/31/94 $854,400 911 Telephone Equip $152,500 911 Revenue 1995 $336,500 911 Oper. Exps. 1995 $118,900 . 911 Revenue 1996 $314,500 911 Oper. Exps. 1996 $134,700 911 Revenue 1997 $323,900 911 Oper. Exps. 1997 $177,300 Total $6,829,300 Total $6,693,751 • June1995 EVIDENCE OF INSURANCE Fire,extended coverage,public liability and property damage insurance for all of the Equipment listed on Schedule A number 95092 dated to that certain Equipment Lease Purchase Agreement number 95092 dated will be maintained by City of Elgin,Illinois as stated in the Equipment Lease Purchase Agreement. This insurance shall name MOTOROLA COMMUNICATIONS AND ELECTRONICS,INC. or its assignee as additional insured and loss payee for the term of the Schedule A number 95092 dated This insurance is provided by: please refer to the attached letter and sample Certificate of Insurance for responses. Name of insurance provider Address of insurance provider City,State and Zip Code Phone number of insurance provider In accordance with the Equipment Lease Purchase Agreement Number 95092, City of Elgin,Illinois hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Lessee: City of Elgin,Illinois Insurance Provider: By: 1� s - �: . By: Its: City Manager Its: Date: 6-29-95 Date: • • , • TELEPHONE 708/931-6100 FAX 708/931-5610 FOR HEARING IMPAIRED QF TDD 708/931-5616 CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120-5555 \41/ 4.4,10,10 June 28, 1995 Motorola Communications and Electronics Inc 1309 East Algonquin Road Schaumburg, IL 60196 Gentlemen: Pursuant to your request, please be advised that the City of Elgin has the following limited self-insurance program for our current policy year: Oct . 1, 1994 through Sept. 30, 1995 : General Liability: City is self-insured for the first $250,000 of any loss with various excess insurance policies in effect which extend the coverage limit to $5, 000, 000 per occurrence. Property/Fire & Extended Coverage: City is self-insured for the first $100, 000 of any loss with various excess insurance poli- cies which extend the maximum coverage limit to $93, 364, 758 for all City properties . Please refer to the attached sample Certificates of Insur- ance for detailed listing of providers, policy numbers, and limits . It is our understanding that Motorola Inc . will bear risk of loss from contract signing to conditional acceptance (estimat- ed date June 1, 1996 ) ; the City will bear risk of loss from conditional acceptance through final payment. Sincerely, Michael A. Sarro Purchasing Director MAS/db (i) Printed on recycled paper , REVISED . • ISSUE DATE(MM/DO/YY) Aconi). CERTIFICATE OF INSURANCE .. . 1/9/95 PRODUCER. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE PENCO DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 75 Executive Drive, Suite 106 POLICIES BELOW. 1 Aurora, IL. 60504 COMPANIES AFFORDING COVERAGE COMPANY LETTER A Underwriters at Lloyds Hereon 30% I COMPANY B LETTER Northfield Insurance Co. Hereon 70% !INSURED 1 City of Elgin COMPANY" LEiltR '' St.Paul Surplus Lines Insurance Company 150 Dexter Court Elgin, IL. 60120 COMPANY r, LETTER 1-/ Fireman's Fund Insurance Company ATTN: Betty Dolan COMPANY E ri LETTER COVERAGES I 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 1 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ! _ . . ... .._ coPoLicY EFFECTIVE POLICY EXPIRATION TYPE OF INSURANCE POLICY NUMBER LIMITS 'LTR DATE(MM/DD/YY) DATE(MWDONY) A GENERAL LIABILITY Policy #612147 10/1/94 10/1/95 GENERAL AGGREGATE $ 1 & COMMERCIAL GENERAL LIABILITY Limit: $750,000 Occurrence PRODUCTS-COMP/OP AGG. $ B CLAIMS MADE OCCUR. Excess of $250,000 SIR PERSONAL&ADV.INJURY $ OWNER'S&CONTRACTOR'S PROT.$1,750,000 Aggregate EACH OCCURRENCE $ 1 _ $ 750,000 Aggregate Products & Operations- FIRE DMAAGE(Any one fire) $ MED.EXPENSE(Any one person) $ 1 AUTOMOBILE LIABILITY Policy # G612147 10/1/94 10/1/95 COMBINED SINGLE $ LIMIT r4I X ANY AUTO Limit: $750,000 Occurrence . _.. . ,. !81 ALL OWNED AUTOS Excess of $250,000 SIR BODILY INJURY $ 13 SCHEDULED AUTOS (Per person) . _ HIRED AUTOS , _ BODILY INJURY . $ NON-OWNED AUTOS (Per accident) . _ GARAGE LIABILITY PROPERTY DAMAGE 5 EXCESS LIABILITY Policy #LC05521709 10/1/94 10/1/95 EACH OCCURRENCE $ UMBRELLA FORM Limit: $1,000,000/$2,000,000 Aggregate AGGREGATE $ _ C X OTHER THAN UMBRELLA FORM i n pxrpqs nf $monn/$1 .monn pyrpcc of ismonn SIR STATUTORY LIMITS WORKER'S COMPENSATION EACH ACCIDENT S AND . . .. . . . _ DISEASE—POLICY LIMIT S EMPLOYERSLIABILITY .. DISEASE—EACH EMPLOYEE $ 1--- ,,,,,,, 10/1/94 10/1/95 A Pi.:60erty - All Real &Policy # G612147 ! a! Personal Limit: $900,000 excess of $100,000 SIR Policy # XER2378017. 10/1/94 10/1/95 I Limit: ”2,364 ,758 - . - . . . III ill 9 - 1 - i - DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS I Event: Use of the Illinois National Guard Armory in Elgin on 2/11/95 from 7:00 to 12:00-mid- night for a St. Valentines Teen Dance CERTIFICATE HOLDER CANCELLATION i i - - - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 1 The Illinois National Guard Armory EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 254 Raymond Street MAIL_IL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Elgin, IL. 60120 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 0 k----------- & ACORD 25-S(7/90) CACORD CORPORATION 199 ...., S , $Y: 6- 5-95 ; 4:56PM ; PENCO 708 695 4755;# 2/ 2 ! 4PD . x; ; .Y r: _¢14€.-._ # t � , v 6/6/95 = PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Hanchette Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR Division of Mesi row Financial . ALTER T}IE COVERAGE AFFORDED BY THE POLICIES RE • , P 0 Box 544 .._...— COMPANIES AFFORDING COURAGE .. Elgin, IL 60121 COMPANY _ • • A UNDERWRITER. AT LLOYDS ileuNEDCity of Elgin aoMBANr NORTHFIELD INSURANCE.COMPANY 150 Dexter CT COMPANY •.� Elgin, IL 60120 C ��� cOMPAHY _ o _ D `' ';';' 1' ' ''.7–,;. t ...,�.•wy;,r+ezwRw„....,....d .. � ..,,.. `,...,.«, ... yfyS?xR R'. THIS is TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSANIAND CONDITIONS. '_. FOUCIES.LIMITS SHOWY HAVE BEEN REDUCED BY.P_ .CLAIMS.. ..___._. CO TYPE OP S10URANOE - POUCY MASER POLICY EPPECTIVE LIR DATE roam pm(011pp1YY) I TI ._. A mew marry G612147 10/01/94 10/01/95 4°a'' -' W(E .1;750,00.0._._._ 1PERSX4ommencIA.oSNEIAL LIAESJTY Excess of 250,000 SIR PRaoucrs�uoroP AGO 175.0,000__. CLAIMS MADE i X `OCCUR ONAL II AIN INJURY. ,000____ OWNER S A CONTRACTOR S PHOT EACH OCCURRENCE ,,:750,000 .____ ___�_ FoupaMAOEsAnymuam) ;. 50,000 __..__ MEO SXP(Anvo enAm ) S 1.000 A AUTOMOSLELWILRY G612147 10/01/94 10/01/95 & ANY AUTO Limit excess of 250,000 ;COMBINED SINGLE WIT t 750,000 ._ B AU.OWNED AUTOS Self-Insured Retentiotl . SCHEDULED AUTOS fI BODILY ) ; ( $ • moon) , , HIRE AUTOS BOOM INJURY NON-OWNED AUTOS TM accident) I _ _ PROPERTY DAMAGE $ MUGS UAEIUTY AQQIRY•EA AciDEHT ,j — � �.f.a ANY AUTO DTIRT►Iwcwt.! .wactt'—ma#+ ___ ... . __ _wt.'ACCIDENT a.. ...___ - ,. AGGREGATE II rn1 MESS LU1/ILRY EACHCV.P OORENCE_—rf 3,QQ,O.000_ A UMBREU.A FORM EL94032 10/01/94 10/01/95 Ab0R6GATic ;3,0004000 X OTMER THAN UMBREU A FORM .„ �• _ WORKERS COMPENSATION AND T1 Wf 4 T . 4F4ik EMPLOYERS'UA[ILRY EL EACH/ ...1.___- ...,_. NATIO RfIE)(ECUTNE R. DRFr►BE•FOLItw LSRIT. OFFICERS ARE: EXCL _ ELDIe5SE-EA! LOYEE,,S OTHER D IIONOPOPERATION TION HICK CIAL ITZMI Additional Insured with respect to their radio tower utilized by the City of Elgin: Illinois State Toll Highway Authority. r: Tui' �6,.'a fu%, >> ' a•�q"'`. a(s4Yt?'n„ ... ...._......----7',::';,,-. ii-,. 9o• ri5`" L ` ' .:',:..014:�.w ' jlill ` c Y 5Ss3 SHOULD ANY of TIN RIVE ppppl[0 POUND as CANCILIto MmHg ma Illinois State Toll Highway Auth EXPIRATION DATE THEREOF, THE MEMO COMPANY WILL ENDMAvon TO MAIL Telecommunications Dept 20 DAYS WAIrThN NOTICE TD THE CIRTIFICI,TE HOLDSR mMED To TI!LEFT; One Authority Drive . SLIT FAIU.mE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR UAEIUTY Downers Grove, IL 60515 OF ANY KIND UPON THE r... •i REPRO BYES. AUTHORISED R[PR[SW(TAT(YE ., ." / wee ... y a ,a. .:x. �.. ••*:. we+rie ,.. • '. dile, y,„„,.a`. • 95 JUN. 05 (MON) 15:56 COMMUNICATION N0:44 PAGE. 2 SAFECO NSURANCE COMPANY OF AMERICA GENERAL NSURANCE CC APANY OF AMERICA F RST NAT CNAL NSURANCE CCU ANY Ec0112, QOF AMERICA HOME OFFICE: SAFECO PLAZA SEATTLE. WASHNGTON 98185 Bond 5835673 PERFORMANCE BOND KNOW ALL BY THESE PRESENTS, That we, MOTOROLA, INC. , a Delaware Corporation 1303 E. Algonquin Road, Schaumburg, Illinois 60196 (hereinafter called the Principal), as Principal, and the SAFECO INSURANCE COMPANY OF AMERICA, a corporation duly organized under the laws of the State of Washington (hereinafter called the Surety), as Surety, are held and firmly bound unto City of Elgin , 150 Dexter Court , Elgin, I L. 60120 ,(hereinafter called the Obligee), inthe gum of Four Million One Hundred Twenty One Thousand Three Hundred Forty Six & 00/ 100 ***** ($ 4 , 121 , 346 . 00 )Dollars, for the payment of which sum well and truly to be made, we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. Sealed with our seals and dated this 27th day of July 19 9 5 • WHEREAS, said Principal has entered into a Contract with said Obligee, dated June 29 , 1995 for Furnish and install ( 1 ) 800 Mhz simulcast trunking radio system for the city of Elgin , IL in accordance with the terms and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set forth herein; NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the above bounden Principal shall well and truly keep, do and perform each and every, all and singular, the matters and things in said contract set forth and specified to be by said Principal kept, done and performed, at the times and in the manner in said contract specified, or shall pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the put of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. NO SUIT, ACTION OR PROCEEDING by the Obligee to recover on this bond shall be sustained unless the same be commenced within two(2)years following date on which Principal ceased work on said Contract. MOTOROLA, INC. Principal i BY /i/(,)4A,),1— GprilTUBE SAFECO INSURANCE COMPANY OF AMERICA ; 14ytsa • BY 1 Ry / "P: rS;D c NT 144,-. 4T 44ittorney-in-Fact Shi D . Davis ®Repistasd traamark of SAFECO Corporitoon. S-757/EP R3 1/70 PRINTED IN U.S.A. 4 ACKNOWLEDGMENT BY SURETY Illinois State of Cook ss.: County of 95 Sherri D. Davis On the 2 7 tlilay of July 19—, before me personally came in Cook County, Illinois to me known,who,being by me duly sworn,did depose and say: that he resides Attorney-in-Fact that he is the of _Safpro Tnsurance Cnmpany of America "OFFICIAL SEAL" , 4 JANET VELEZ 4 Notary Public, State of Illinois ) --� `' `�` �—' _ ), 4 My Commission Expires Mar 17, 1999 ► (Notary Public) 111FI►VrvvsaNIWWW rV 11039 ® POWER SAFECO INSURANCE COMPANY OF AMERICA GENERAL INSURANCE COMPANY OF AMERICA OF ATTORNEY HOME OFFICE SAFECO PLAZA SEATTLE.WASHINGTON 981$5 No. 5776 KNOW ALL BY THESE PRESENTS: That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a Washington corporation, does each hereby appoint "THOMAS J. JOSLIN; ROBERT J. THROCKMORTON; JACQUELYN RICE; SARAH DANIELS; SANDRA MARTINEZ; SADEATRA HOLLINQUEST; MICHAEL DOUGHERTY; LYNN J. KIDD; CHRISTINE MAROTTA; SHERRI D. DAVIS; JANET VELEZ, Chicago, Illinoiseeeeteee000ooo•eeee•e■•eeeeee•rieeeeeeeeeeeeeeeeeeeeeeeeeaeeeeee■ its true and lawful attorney(s)-in-fact, with full authority to execute on its behalf fidelity and surety bonds or undertakings and other docLrnents of a similar character issued in the course of its business, and to bind the respective company thereby. IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have each executed and attested these presents this 15th day of September , 19 94 . CERTIFICATE Extract from the By-Laws of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA: lb "Article V. Section 13. - FIDELITY AND SURETY BONDS . . . the President, any Vice President. the Secretary, and any Assistant Vice President appointed for that purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as attorneys-in-fact or under other appropriate titles with authority to execute on behalf of the company fidelity and surety bonds and other documents of similar character issued by the company in the course of its business . . . On any instrument making or evidencing such appointment. the signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or undertaking of the company, the seal, or a facsimile thereof. may be impressed or affixed or in any other manner reproduced; provided. however. that the seal shall not be necessary to the validity of any such instrument or undertaking." Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28. 1970. "On any certificate executed by the Secretary or an assistant secretary of the Company setting out. (i) The provisions of Article V, Section 13 of the By-Laws, and (ii) A copy of the power-of-attorney appointment, executed pursuant thereto. and (iii) Certifying that said power-of-attorney appointment is in full force and effect. the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof." I, R. A. Pierson, Secretary of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA, do hereby certify that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors of these corporations, and of a Power of Attorney issued pursuant thereto, are true and correct, and that both the By-Laws, the Resolution and the Power of Attorney are still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation this 2 7th day of July 1995 5-974/EP 1/93 © Registered trademark of SAFECO Corporation. ... • (El • (6-1: Agenda Item No. (o ) c, June 20, 1995 TO: Mayor and Members of the City Council FROM: Richard B. Helwig, City Manager SUBJECT: Motorola Contract for 800MHz City-wide Radio System PURPOSE The purpose of this memorandum is to authorize the execution of a contract with Motorola Communications and Electronics Incorporated for design and equipment for City-wide 800 MHz rk trunked radio system. BACKGROUND On May 26, 1993, the City Council awarded a contract to Vegemast Engineering of Minneapolis, Minnesota to conduct a radio needs study for all City of Elgin departments. The study was conducted and completed in 1994 and outlines the needs of all departments to the year 2005 . The project also included the creation of a City-wide Radio Committee (Attachment A) . The Radio Committee was formed in 1994 at the completion of the needs study by Vegemast Engi- neering. The Radio Committee was assigned to review the findings and assist in the formulation of a plan to address these needs in the most cost effective manner yet still obtain a superior quality radio system for the City. The Committee has periodically made presentations to the City Council, updating the Council on their progress and receiving direction for the project. During this process, it was determined by the consultant and the Radio Committee that an 800 Mhz trunked radio system would best meet the needs of all departments. The proposed system has several advantages. These advantages include the ability of the City to establish one radio infrastructure, but still r allow each department to operate as if they are on a private frequency and the ability to place all city departments to- gether selectively for special events and emergencies with existing equipment. Moreover, the 800 MHz trunked radio system will also allow the most efficient use of the available radio frequencies available for public safety. r Motorola Contract Page 2 In February of 1994, the City Council passed a resolution authorizing the design, acquisition and implementation of an 800 Mhz trunked radio system. An implementation schedule was also adopted (Attachment B) . As the design of the radio system evolved, the Radio Committee determined that it was in the best interest of the City to procure the new 800 MHz radio system through a sole source procurement and negotiation process with Motorola. On January 25, 1995, the City Council passed a resolution authorizing a sole source procurement and negotiation process with Motorola. Since approval of the sole source procurement, the Radio Committee, Vegemast Engineering and Motorola have been meeting on a regular basis to plan and design the City-wide 800 MHz trunked radio system. Over 50 meetings were held during the past five months to design and value engineer the new radio system (Attachment C) . Additional project work involved reinterviewing all City departments, including on-site inspec- tions of their current equipment and indepth research to provide solutions for all identified needs. A comprehensive plan was developed in partnership with Motorola, the City Radio Committee and Vegemast Engineering to satisfy all needs of the various City departments . The proposed radio system is designed with expansion capabili- ties and with the input of the City' s Planning Department in an effort to anticipate future growth. Extensive testing has been conducted to verify engineering assumptions . The Commit- tee has worked closely with the architects and construction manager for the new Law Enforcement Facility to ensure coordi- nation of the radio system with the new law enforcement facil- ity. Upon completion of the design phase of this project, Motorola delivered a proposal with all of the plans and requirements itemized and all of the designs explained in detail. The Radio Committee, Mike Sarro, Bob Malm, Jim Nowicki, Mike Gehrman, Lori Moses and Jim Burns then entered into negotia- tions with Motorola for an actual contract. Issues discussed during negotiations were: pricing, lease arrangements, equip- ment costs, warranty and equipment price guarantees. A careful review by our consultant, Ron Vegemast, and staff found the prices being proposed by Motorola are very competitive and meet or are lower than prices established through competitive bidding in other communities. (Price and equipment list At- tachment D) After two months of negotiations, the contract is now presented for City Council consideration. Throughout this project, staff have been striving for the best system that can be designed, ever mindful of the budget r Motorola Contract Page 3 parameters established. It is the belief of the Radio Committee and the City negotiators that this contract meets all of our goals and will provide a state-of-the-art radio system that will serve the citizens of the City of Elgin for the next 10 years and beyond. The proposed radio system will have significant operational benefits and will be showcased" by Motorola to its customers including those from other countries . COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED This project has crossed all City Departments and has been approved by all department heads . FINANCIAL IMPACT The final negotiated price for the radio system is $4, 121, 346 plus $260,406 in finance charges (based on a lease rate of 4. 316%) for a total of $4, 381, 752 . The acquisition of the system is budgeted in the City' s Five-Year Financial Plan at $4.4 million using riverboat proceeds and $125,000 from the 911 Fund for a total of $4 . 525 million. In addition to the actual cost of the radio equipment, there must be $43, 199 earmarked for transmission site work, bringing the total project cost to $4,424, 951.The difference between the budgeted amount and the system acquisition price and site work will serve as the project ' s contingency ($100,049 ) . The attached table is a summary of the equipment costs and funding sources . (Attachment E) Under the agreement, the City would be responsible for the first $30, 000 in contingencies and Motorola would be responsi- ble for the next $30,000. This would then repeat to provide a total project contingency of $120,000, $60, 000 City and $60,000 Motorola. Also included in the contract is a seven year price guarantee for the purchase of future equipment and a maintenance contract. LEGAL IMPACT This contract, maintenance and lease agreement have been re- viewed and approved by the Legal Department. r Motorola Contract Page 4 RECOMMENDATION It is recommended that this contract with Motorola be ap- proved. Respectfully submitted, 0.144-& tf I Charles A. Gruber Chief of Police --11111* Michael Sarro Purchasing Director 12...LI Richard B. Helwig City Manager JB/jb • 1 i y y :1 ti� `:H y: ;`.."�':'?i..:+.,.''.,,::,,.;,,„:,:,..:?;;::'>., a:�i :y iit�`i:C iii�r,•'iir:iiiiii::�i::;:r:::•� �,l .ti`1i t1s:t y it } 1 lv l `�::::::::::::..::...:..:..'.:::'i::•'Si:?:di;:;ii:ilii:r.:::r..�:r..i i.. G tyt . ..• ss. •y : t „ yt ,y r � t:,yy. iLa'.ii:-::i:::::�::+:;:::::;•;;.+ i; : . oc? :: , . iii; yyi: :�lf it .:F`r.'•`iitri:`:8:`.:ittC:i`,•' hffi$i';iCi:'ihiii:i:]`ir':. :..t .:"r3i%4:mCi:iii,,•.:]:i;::::,�.:::.:..: r: / t-1 All City of Elgin Communications Systems (All Systems Completed & Paid For By 12-31 -97) $8,000,000 $6 , 829 , 300 $6 , 693,751 911 revenue '95-'97= 1 $6,000,000 • , 90 911 E s ui Pro. S152.500' .1 911 Balance f 2-31 -94 CAD System $854,400 ($1 ,685,400) $4,000,000 8 '9 6 Budget t 8 ($2.5 mil) 0 Radio u) -g W 0 c 4gs System * c $2000 '97 `' 0 ' ,000 Budget ($4,424,951 ) E($2.5 0 *includes $43,199 in site work Funding Sources Projected Costs 4-0 Q City 1996(Riverboat) $2,500,000 Radio System $4,424,951 City 1997(Riverboat) $2,500,000 CAD System $1,685,400 911 Balance 12/31/94 $854,400 911 Telephone Equip $152,500 911 Revenue 1995 $336,500 911 Oper. Exps. 1995 $118,900 911 Revenue 1996 $314,500 911 Oper. Exps. 1996 $134,700 911 Revenue 1997 $323,900 911 Oper. Exps. 1997 $177,300 Total $6,829,300 Total $6,693,751 June 1995