08-297 Resolution No. 08-297
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MOTOROLA, INC. FOR THE PURCHASE OF AN
EMERGENCY E911 SYSTEM UPGRADE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, be and are hereby
authorized and directed to execute an agreement on behalf of the City of Elgin with Motorola, Inc.
for the purchase the Emergency E9 I system upgrade,a copy of which is attached hereto and made a
part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: December 17, 2008
Adopted: December 17, 2008
Omnibus Vote: Yeas: 6 Nays: 0
Attest:
s/ Diane Robertson
Diane Robertson, City Clerk
MOTOROLA
November 14, 2008
Mr. Joe Bush
Elgin Police Department
151 Douglas Avenue
Elgin, IL 60129
Tel: (847) 289-2778
Re: Proposal B07-0807A for Migration to Motorola Geofile Utility and Phase 11 Wirelss Support
Dear Mr. Bush:
Motorola Inc., a Delaware corporation, ("Seller"), is pleased to present to you, as "Customer," the
enclosed proposal dated November 14, 2008 (the "Proposal"). This Proposal is subject to the enclosed
Standard Terms and Conditions of Sale and is valid for 180 days from the date of this proposal.
You may accept this Proposal by either signing where indicated on the Standard Terms and Conditions
of Sale, or by simply issuing a purchase order, referring to this Proposal number B07-0807A. Upon
signature, please send your order to:
Motorola Project Support Office
7237 Church Ranch Blvd., Suite 406
Westminster, CO 80027
We appreciate your consideration of this Proposal and hope you will find it acceptable. We look
forward to receiving your response. Please feel free to contact your Motorola Public Safety Solutions
Consultant, Greg Grier, at(847) 741-9341 if you have any questions regarding this proposal.
Sincerely,
Steve Palm
Business Development Manager
Public Sector Applications—Government& Commercial Markets - Americas
Attachments
1
Motorola,Inc.,Government&Commercial Markets-Americas
6000 Spine Road,Boulder,CO 80301 U.S.A.Tel:+1 303 527 4000
Attachments
Table of Contents
Attachment 1. Statement of Work.............................................................................................1
1.1 Introduction................................................................................................................................l
1.2 General Requirements................................................................................................................1
1.3 Statement of Work(SOW).........................................................................................................3
Attachment 2. Motorola Geofile Utility Description ...............................................................6
2.1 ESRI ArcGIS Software (Required)............................................................................................6
2.2 Personal Geodatabase Format (Required) .................................................................................7
2.3 ArcSDE (Optional) ....................................................................................................................8
Attachment 3. Performance Schedule.......................................................................................9
Attachment4. Pricing...............................................................................................................10
Attachment 5. Standard Terms and Conditions of Sale........................................................11
Proposal B07-0807A November 14,2008
Attachments
1
Attachment 1 . Statement of Work
1.1 Introduction
The intent of this document is to clarify the responsibilities of Motorola and Elgin, IL
Police Department("Customer") regarding the scope of work, deliverables and
schedule of the project described herein.
1.1.1 Purpose of Statement of Work
This Statement of Work(SOW) describes the work to be performed for the
installation, configuration, testing, and training to migrate from GGM to Motorola
Geofile Utility (MGU) and the reconfiguration of Phase II Wireless Compliance for
Customer. It delineates responsibilities between Motorola and the Customer as agreed
to by the contract. Implementation of the system shall proceed in accordance with the
attached Performance Schedule and this SOW. The final schedule and starting date
are contingent on contract award and final negotiated contract terms.
A Motorola Project Manager shall lead the Motorola Project team. The primary
function of the Project Manager is to successfully implement the project with all
deliverables, within the allotted timeframe.
Changes to this document shall be made through a Contract Amendment Process
described in this SOW.
1 .2 General Requirements
This SOW is based on the premise that Motorola will provide MGU software
licenses, deployment services, and training for the project as identified in this SOW.
Motorola and the Customer will each provide a project manager to act as the single
point of contact for all administrative, technical, and scheduling issues related to the
project.
1.2.1 Motorola's Project Responsibilities (General)
• Provide a Project Manager responsible for managing all Motorola activities,
deliverables, and schedule during the period of the contract.
• Provide a project implementation team to implement the system as defined in the
contract.
Design,engineering,and pricing information contained in this offering is considered proprietary and may not be
shared with any person or agency not directly associated with the addressee without the express written consent of
Motorola, Inc.,or its designees.
Proposal B07-0807A November 14,2008
Page 1
• Prepare and maintain project progress and status reports.
• Schedule the system cutover in agreement with the Customer so as to minimize
the impact to the Customer.
• Work with the Customer Project Manager in the resolution of project issues.
• Maintain and report overall project action items for Motorola and Customer
required activities.
1.2.2 Customer Project Responsibilities (General)
Customer shall be responsible for the performance of all equipment and software
provided by Customer for use by Motorola in the performance of this contract.
Customer's responsibilities on this project are further defined in the Performance
Schedule and in this SOW. If the Customer employs an outsourced IT vendor to
perform certain Customer identified responsibilities, the Customer is responsible for
managing the outsourced IT vendor and assuring delivery according to the project
plan. Customer's general responsibilities include the following:
• Provide a customer Project Manager as a primary point of contact. Provide
support for and counterparts to the Motorola project implementation team to
implement the system as defined in this SOW. This generally involves:
0 Providing access to key personnel in a timely manner
0 Providing access to facilities and equipment
0 Providing timely responses to Motorola requests for information necessary for
the performance of this contract.
• Review and comment on project progress and status reports.
• Cooperate in the scheduling of system cutover so as to minimize the downtime of
the system and the impact to the Customer.
• Support a safe work environment for all activities.
• Work with the Motorola Project Manager in the resolution of project issues
• Participate in and support overall project scheduling. Be responsible for timely
execution of Customer responsibilities as defined in this SOW.
• Provide all required IT infrastructure to include specified servers, Oracle licenses,
and administration
• Obtain the required prerequisite ESRI training prior to attending the MGU
training course (ArcGIS I and ArcGIS II courses).
• Other specific tasks as defined in this SOW.
Proposal B07-0807A November 14, 2008
Page 2
1 .3 Statement of Work (SOW)
The following statement of work for Customer project is a 1-1 correlation with major task numbers from the Project
Schedule on the preceding page. Each task has a Name, Motorola Responsibilities, Motorola Deliverables and Customer
Responsibilities. This SOW, in conjunction with the corresponding Project Schedule, constitutes the Work Plan. Any
changes to the scope of work shall be by Contract Amendment to the contract as previously described.
Task Name Motorola Responsibilities - . Motorola Delivera bl es Customer`Responsibilities
MGU Phone The geofile project will be initiated 1) Discuss GGM to MGU migration 1) Attend the phone conference meeting.
Conference with an MGU phone conference requirements. 2) Maintain project communications with
that includes all key Customer
representatives and Motorola's 2) Maintain geofile project Motorola's Geofile Project Coordinator.
Geofile Project Coordinator. The communications with Customer's Geofile 3) Attend any required ESRI training(i.e.,
objective of the phone conference System Administrator. ArcGIS I and ArcGIS 11 courses).
is to discuss the Customer 3) Manage the efforts of Motorola's staff
preparedness and overall scope of and coordinate Motorola activities with
migration from GGM to MGU. Customer's Geofile System Administrator
MGU Training Motorola will conduct a one(1) 1) Prepare training materials. 1) Assign appropriate personnel, including
day training course for personnel, the Geofile System Administrator, to attend
2) Instruct up to four(4)Customer
including Customer's Geofile the MGU Training.
System Administrator, so Customer Personnel, including the Geofile System
personnel acquire the knowledge Administrator on MGU functionality. 2) Install the MGU software on the ArcGIS
necessary to install and use the 3) If applicable, instruct Customer on
workstation.
MGU software as well as build the access to the distance learning
Personal Geodatabase. The application.
training is held at the Customer's
site. 4) Provide instruction on installing the
MGU software on the ArcGIS
workstation.
5) Provide phone support for participants
of the class after the training has been
completed.
Proposal B07-0807A November 14, 2008
Attachments Page 3
�I
Task Name Motorola Responsibilities . MotorAibelivcrables Customer Responsibilities
GIS Data Motorola will review with 1) Assist Customer with creation and 1) Initiate upload and apply processing of
Support Customer existing GIS data. configuration of the Personal GIS data to CAD, using MGU.
Customer will have all data layers Geodatabasc. 2) After training has been conducted,
in shape file format and available
for use during the GIS Data and 2) Initiate upload and apply processing of perform subsequent GIS data upload and
Personal Geodatabase Workshop GIS data to CAD using MGU. apply processes to CAD using MGU.
portion of training.
ArcGIS Motorola will purchase the ArcGIS 1) ESRI ArcGIS (ArcEditor level) Receive the configured workstation
Workstation and workstation and the ESRI ArcGIS software and ArcGIS workstation.
Software (ArcEditor level) software if ) ArcGIS workstation.
Customer does not own it.
❖ One (1)ArcGIS (ArcEditor
level) single user license.
❖ Desktop PC
Assumption: Customer does not
require multiple user editing and
that the GIS database does not
exceed two (2) gigabytes in size. If
Customer requires multiple user
editing, or if the GIS database
exceeds two(2) gigabytes in size,
then ArcSDE is required.
Build Personal Motorola will take the base Provide a personal geodatabase on the Provide Motorola the most current version
Geodatabase mapping data from the current ArcGIS workstation. of mapping data from the production
GGM geodatabase and build the GGM.
required Personal Geodatabase for
use with MGU.
Phase 11 Motorola will Reconfiguration Services Customer will:
Reconfiguration 1. Provide an Interface a. Provide a list of all of the wireless
Requirements Document (IRD) service provider companies operating
outlining the requirements and in their service area and the associated
Proposal B07-0807A November 14, 2008
Attachments Page 4
i
Task Name lYMtorola Responsiliilit�es Motorolabeliverables, Customer.Responsibilities'
information necessary for the ANI/ALI data strings and message
upgrade to support inbound formats. This information will be
Phase II Wireless messages. provided before the commencement of
2. Capture a sample of the E-91 I this project.
DataStream or data spill from b. Provide the required CAD system
The City of Elgin existing access to Motorola personnel.
providers for analysis and c. Provide the required TCP/IP
future re-configuration. connections between the CAD server
3. Re-configure the existing E- and any CAD related components as
911 CAD interface, up to seven required.
(7) wireless service providers, d. Act as liaison between Motorola and
to provide specified
functionality. the wireless service providers, as
necessary.
4. Provide telephone support after e. Coordinate activities between the
the E91 1 reconfiguration has mobile phone carriers/service
been accomplished, if required.
providers, for the interface, support,
and testing of the interface.
f Assist Motorola in testing the
reconfigured E-911 interface.
Proposal BO7-0807A November 14,2008
Attachments Page 5
Attachment 2. Motorola Geofile Utility Description
The MGU is required to obtain the correct geofile format for use in CAD. The MGU
runs on Environmental Systems Research Institute (ESRI) ArcGIS desktop software
(ArcEditor level minimum). See below for additional information about ESRI
ArcGIS software.
The MGU will provide Customer with the following functionality.
• Builds, filters, and transfers ESRI ArcGIS (ArcEditor level) data directly to
Premier CAD in the correct CAD geofile format.
• Provides analysis tools that check for GIS data discrepancies from a CAD
perspective. For example, street errors such as missing addresses, gaps in address
ranges, overlaps in address ranges, flipped address ranges and other logical
address errors are identified and flagged by the MGU.
• Correctly assigns the GIS street centerlines, intersections, and common places to
the service boundaries they fall within.
2.1 ESRI ArcGIS Software (Required)
The ESRI ArcGIS software enables the creation and modification of all map layers
and map elements defined in the GIS data. This includes the street centerlines,
intersections, common places, service boundaries, municipalities and all other map
layers that may exist.
The ESRI ArcGIS desktop comes in three software products, each providing higher
levels of functionality. For Motorola customers, the minimum level of ArcGIS
functionality required is the ArcEditor level of functionality. The ArcInfo level
includes several spatial analysis tools and advanced geo-processing utilities, however
these tools are not required to build the CAD geofile. The software products all share
a common architecture so users can distribute their work with other users and map
data can be accessed interchangeably in all three products.
The three ESRI ArcGIS software products are as follows:
• ArcView is the lowest level of functionality that provides comprehensive
mapping and analysis tools along with geoprocessing tools. This level of
functionality will not be adequate for Motorola customers.
• ArcEditor includes the full functionality of ArcView with the addition of
advanced editing capabilities for coverages and geodatabases. This level of
functionality will be the minimum level required for Motorola customers.
• ArcInfo extends the functionality of both ArcView and ArcEditor to include
advanced geoprocessing. Although this level of functionality is not required by
most of Motorola's customers, Motorola supports the ArcInfo level.
Proposal BO7-0807A November 14, 2008
Page 6
For additional information regarding ESRI software, access www.esri.com.
2.2 Personal Geodatabase Format (Required)
The ESRI ArcGIS Desktop supports a data format called the "geodatabase" (short for
geographic database). The geodatabase is the latest data model created by ESRI for
representing GIS data; feature classes and data relationships are all managed in a
single database file.
Customer must supply the GIS data in the personal geodatabase format or purchase
the Build Personal Geodatabase Option where Motorola builds the personal
geodatabase from Customer's GIS data.
If required by Customer, Motorola will provide detailed instructions on how to build
a personal geodatabase. The ESRI Learning Center also offers instructor-led courses
regarding building the personal geodatabase. Access www.esn'.com/training for
information regarding ESRI Training site locations and dates.
For experienced ESRI ArcGIS users that require information regarding building the
personal geodatabase, the ESRI Virtual Campus offers web-based training and
workshops on creating, editing, and managing the geodatabase. Access
http:Hcampus.esri.com for additional information.
There are two types of ESRI geodatabases as follows.
• Personal geodatabase: The personal geodatabase can only be used by one
person at a time and is stored in a database format(Microsoft's Jet engine). The
personal geodatabase can be created using ArcGIS (ArcEditor or ArcInfo level).
A personal geodatabase provides services for managing geographic data; these
services include validation rules, relationships and topological associations. The
personal geodatabase is required for Motorola customers; it is configured to
include many data types that may include shapefiles, CAD drawings, etc.
• Enterprise geodatabase: The Enterprise geodatabase is also referred to as a
multiuser geodatabase which requires ArcSDE for editing. The Enterprise
geodatabase can be edited and viewed by multiple users at the same time and is
stored in Oracle. SQL Server. Informix, or IBM DB2.
The geodatabase offers these advantages over its predecessor(the coverage model):
• All GIS data layers are stored together in a single relational database management
system(RDBMS). This allows organizations to have an integrated data
management policy covering all data, which simplifies support and maintenance.
• Provides support for intelligent features, rules, and relationships. The geodatabase
data model supports a collection of objects (rows in a database table) and features
(objects with geometry). The geodatabase supports advanced capabilities such as
geometric and logical networks, true curves, complex polylines, and user-defined
Proposal B07-0807A November 14,2008
Page 7
features. Users can define topological and associative relationships and rules that
define how feature classes interact.
• Geodatabases can be accessed via the standard menus and tools in ESRI software.
2.3 ArcSDE (Optional)
Motorola customers have the option to purchase ArcSDE for additional functionality.
ArcSDE is the GIS gateway to relational databases allowing the user to manage GIS
data in a RDBMS and serve data openly to the ArcGIS Desktop. ArcSDE supports
the following RDBMS: Oracle, Microsoft SQL Server, Informix, and IBM's DB2.
ArcSDE allows users to manage a GIS database of unlimited size, and supports a
continuous and seamless (not tiled or split) database.
Motorola customers will be required to purchase ArcSDE if the following is true:
• The customer's database exceeds two (2) gigabytes.
• The customer requires multiple user map editing (where multiple GIS editors can
make GIS data updates simultaneously).
Proposal B07-0807A November 14, 2008
Page 8
Attachment 3. Performance Schedule
Execution of the performance schedule requires dedicated focus from Customer
configuration managers and trainers who need to learn how to configure and utilize
MGU.
The Duration column shows the window during which the task is to occur. The
activity will not necessarily occupy the entire Duration shown.
-". ID Name Duration
Elgin,IL MGU and Phase 11 Wireless Upgrades 5
Contract Signing 0
pM "5`
Elgin,IL GGM to MGU Migration 5
MGU Phone Conference Call 1
MGU Training 4
MGU GIS dataSupport 2
ArcGIS Software and Workstation 3
Personal Geodatabase 1
E911-Phase II Reconfiguration 5
Proposal BO7-0807A November 14, 2008
Page 9
Attachment 4. Pricing
PROPOSAL PRICE SUMMARY
Other Hardware/Software $8,912
Implementation/installation $22,602
Grand Total $31,514
Motorola pricing is based on a complete system solution. The addition or deletion of any component(s)may subject the total
system price to modifications.
PRICE DETAIL
Other Hardware and Software $8,912
MQUl Work&36on ArcSDE-HP Compaq Business.Desktop do 7700.Intel P4 3GHZ.2.OGB
RAM;240Gb HD,MS Windows XP'Pro,MS SOL Server2000:SE&&CALS, 1
TFT '.19 -HP L1940,T-Flat panel display-,1280 x-1024 175 Hz-j0.294 mm,='DVI,VGA(HD-
15),-carbonite z"
.ArcGIS(ArcEditor Level)License �_ 1
Implementation/Installation $22,602
[6GMao.tilGtl.Mlgration andand �eless Phase Il`ReconTrguration
$ 31,514
Proposal B07-O807A November 14,2008
Confidential Proprietary-Pricing valid for 180 days from the date of this proposal. Attachments Page 10
Attachment 5. Standard Terms and Conditions of
Sale
The following pages provide the Standard Terms and Conditions of Sale.
Proposal BO7-0807A November 14,2008
Attachments Page 11
Standard Terms and Conditions of Sale
I. Scope. Motorola, Inc. ("Seller") will sell to Customer and Customer will purchase from Seller the equipment, parts,
software, or services related to the equipment(e.g. installation)described in Seller's Proposal dated November 14,2008.These
terms and conditions, together with the Proposal, comprise the "Agreement." Customer may indicate its acceptance of this
Agreement by signing below or by issuing a purchase order that refers to either the Proposal or to a Customer solicitation to
which the Proposal responds. Only these terms and conditions apply to the transaction, notwithstanding any inconsistent or
additional terms and conditions contained in the purchase order or Customer solicitation.
2. Price and Payment Terms. The Contract Price is U.S. $31,514, excluding applicable sales, use, or similar taxes and
freight. Seller will submit invoices to Customer for products when they are shipped and,if applicable,for services when they are
performed. Customer will make payments to Seller within twenty(20)days after the invoice date. Seller will pre-pay and add
all freight charges to the invoices. Title and risk of loss to equipment or parts will pass to Customer upon shipment. Title to
software will not pass to Customer at any time. Seller will pack and ship all equipment, parts or software in accordance with
good commercial practices.
3. Software. If this transaction involves software, any software owned by Seller ("Motorola Software") is licensed to
Customer solely in accordance with Seller's Software License Agreement ("SLA"), which is attached as Exhibit A and
incorporated herein by this reference. Any software owned by a third party("Non-Motorola Software")is licensed to Customer
in accordance with the standard license,terms,and restrictions of the copyright owner unless the owner has granted to Seller the
right to sublicense its software pursuant to the SLA, in which case the SLA applies and the owner will have all rights and
protections under the SLA as the Licensor. Seller makes no representations or warranties of any kind regarding Non-Motorola
Software.
4. Express Limited Warranty and Warranty Disclaimer. Motorola Software is warranted in accordance with the SLA. For
one year from the date of shipment, Seller warrants that the equipment and parts under normal use and service are free from
material defects in material and workmanship. These warranties do not apply to(i)defects or damage resulting from: use of the
equipment,part,or Motorola Software in other than its normal,customary,and authorized manner;accident, liquids,neglect,or
acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or
authorized in writing by Seller; or Customer's failure to comply with all applicable industry and OSHA standards;(ii)breakage
of or damage to antennas unless caused directly by defects in material or workmanship; (iii) equipment that has had the serial
number removed or made illegible; (iv)batteries (because they carry their own separate limited warranty) or consumables; (v)
freight costs to ship equipment or parts to the repair depot; (vi) scratches or other cosmetic damage to equipment surfaces that
does not affect the operation of the equipment; and(vii) normal or customary wear and tear. These express limited warranties
are extended by Seller to the original user purchasing the products for commercial, industrial,or governmental use only,and are
not assignable or transferable. If Customer gives notice of a valid warranty claim before the expiration of the warranty period,
Seller will (at its option and at no additional charge to Customer) repair the defective product, replace it with the same or
equivalent product, or refund the price of the defective product. This action will be the full extent of Seller's liability for a
warranty claim. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All
replaced products or parts will become the property of Seller. THESE WARRANTIES ARE THE COMPLETE WARRANTIES
AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. SELLER DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
5. Delays and Disputes. Neither party will be liable for its non-performance or delayed performance if caused by an event,
circumstance,or act of a third party that is beyond a party's reasonable control(a"Force Majeure"). Each party will notify the
other if it becomes aware of a Force Majeure that will significantly delay performance. The parties will try to settle any dispute
arising from this Agreement(except for a claim relating to intellectual property or breach of confidentiality)through good faith
negotiations. If necessary, the parties will escalate the dispute to their appropriate higher-level managers. If negotiations fail,
the parties will jointly select a mediator to mediate the dispute and will share equally the mediation costs. Neither party will
assert a breach of this Agreement without first giving the other party written notice and a thirty (30) day period to cure the
alleged breach.
6. LIMITATION OF LIABILITY. Except for personal injury or death,Seller's total liability,whether for breach of
contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable
under law, but not to exceed the purchase price of the products or services for which losses or damages are claimed.
SELLER WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME,
DATA,GOOD WILL, REVENUES, PROFITS OR SAVINGS;OR OTHER SPECIAL,INCIDENTAL,INDIRECT,OR
CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT,THE SALE
OR USE OF THE PRODUCTS, OR THE PERFORMANCE OF SERVICES BY SELLER PURSUANT TO THIS
AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement
may be brought more than one year after the accrual of the cause of action. This limitation of liability survives the
expiration or termination of this Agreement.
Proposal B07-0807A November 14,2008
Short Form.FINAL.1.10.05 Page 1
7. Confidential Information and Preservation of Proprietary Rights. The SLA governs software confidentiality. As to any
other information marked "Confidential" and provided by one party to the other, the receiving party will maintain the
confidentiality of the information and not disclose it to any third party;take necessary and appropriate precautions to protect the
information; and use the information only to further the performance of this Agreement. Confidential information is and will
remain the property of the disclosing party,and no grant of proprietary rights in the confidential information is given or intended.
Seller,any copyright owner of Non-Motorola Sofhvare,and any third party manufacturer own and retain all of their proprietary
rights in the equipment, parts and software, and nothing herein is intended to restrict their proprietary rights,. Except as
explicitly provided in the SLA,this Agreement does not grant any right,title or interest in Seller's proprietary rights,or a license
under any Seller patent or patent application.
8. Miscellaneous: Each party will comply with all applicable laws,regulations and rules concerning the performance of this
Agreement or use of the products. Customer will obtain and comply with all FCC licenses and authorizations required for the
installation,operation and use of the products. This Agreement and the rights and duties of the parties will be governed by and
interpreted in accordance with the laws of the State in which the products are installed. This Agreement constitutes the entire
agreement of the parties regarding this transaction, supersedes all previous agreements and proposals relating to this subject
matter, and may be amended only by a written instrument executed by both parties. Seller is not making, and Customer is not
relying upon,any representation or warranty except those expressed herein. There are no certifications or commitments binding
Seller applicable to this transaction unless they are in writing and signed by an authorized signatory of Seller.
Seller Cust
By: r By:
J � 6' p,?
Name and Title: Name and�JO4�n Date: / �- L p Date: 4b ,1,0 Q
Proposal BO7-0807A November 14,2008
Short Form.FINAL.1.10.05 Page 2
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola, Inc., ("Motorola"), and
Elgin Police Department("Licensee").
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola or other suppliers to Licensee with
which or for which the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" refers to the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software"does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-
exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code.
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
Motorola G&PS Exhibit SLA J008 Page 1
Contract No. B07-0807A November 14,2008
s
governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of
the applicable Open Source Software Licenses will take precedence over the license grants in this
Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source
Software and provide Licensee a copy of the applicable Open Source Software License (or specify where
that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
without charge, if it is publicly available (although distribution fees may be applicable).
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions, Licensee will not make the Software available for use by third
parties on a "time sharing," "application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to
a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or
Documentation to any third party, grant any sublicense or other rights in the Software or Documentation
to any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a
manner that would result in the production of a copy of the Software solely by activating a machine
containing the Software. Licensee may make one copy of Software to be used solely for archival, back-
up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at
the same time as the original Software is being operated. Licensee may make as many copies of the
Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow
any third party to: (i)install a licensed copy of the Software on more than one unit of a Designated
Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto one other
device. Licensee may temporarily transfer Software installed on a Designated Product to another device
if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
of the temporary transfer and identifies the device on which the Software is transferred. Temporary
transfer of the Software to another device must be discontinued when the original Designated Product is
returned to operation and the Software must be removed from the other device. Licensee must provide
prompt written notice to Motorola at the time temporary transfer is discontinued. If Licensee purchases
an Enterprise License, Licensee may install and use the client components of the Software on multiple
workstations provided that: the Software is only installed in Licensee facilities, and the software use is
limited to Licensee's employees, agents and/or consultants of Licensee.
If Licensee purchases a non-production Software License, in addition to the other terms of this
Agreement, the non-production Software may be used solely for non-production usage. Utilization as a
test, training, and/or staging system is an example of typical non-production usage.
4.4. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party ("Auditor") may inspect Licensee's premises, books and records, upon
reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's
facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the
Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola
and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Motorola G&PS Exhibit SlA Ju108 Page 2
Contract No. B07-0807A November 14,2008
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative
works from the Software or Documentation, whether made by Motorola or another party, or any
improvements that result from Motorola's processes or, provision of information services). No rights are
granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights
which are expressly granted to Licensee in this Agreement. All intellectual property developed,
originated, or prepared by Motorola in connection with providing the Software, Designated Products,
Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have
any shared development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of one (1) year
from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of
its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
properly and in accordance with the Documentation and this Agreement, will be free from a reproducible
defect that eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be determined by
Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of
the Software or the Designated Products will be uninterrupted, error-free, completely free of Security
Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular
requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a
reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-
equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or
terminate the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims,
any and all other warranties (express or implied, oral or written) with respect to the Software or
Documentation, including, without limitation, any and all implied warranties of condition, title,
non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether
or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such
purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of
dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with
respect to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's
FLASHport®software)which is embedded in or furnished for use with the radio products and the related
Documentation; provided that Licensee transfers all copies of the Software and Documentation to the
Motorola G&PS Exhibit SLA Jul08 Page 3
Contract No. BO7-0807A November 14, 2008
transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon
request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation
may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination.of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's breach
of this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be
entitled to all available remedies at law or in equity (including immediate injunctive relief and
repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal
agency of the United States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights
or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable,
unless they are being provided to the Department of Defense. If the Software and Documentation are
being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software
and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The
Software and Documentation may or may not include a Restricted Rights notice, or other notice referring
to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they
are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS
mentioned above, as applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary
and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Motorola GBPS Exhibit SLA Jul08 Page 4
Contract No. B07-0807A November 14,2008
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an
export license or other governmental approval. Violation of this provision is a material breach of this
Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of
Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts
for the International Sale of Goods do not apply. In the event that the Uniform Computer Information
Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes
applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this
Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under
this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola
uses reasonable means in the design and writing of its own Software and the acquisition of third party
Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security
Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6
of this Agreement.
Motorola G&PS Exhibit SLA Jul08 Page 5
Contract No. B07-0807A November 14,2008
. L
November 13. 2008 _.
TO: Mayor and Members of the City Council
FROM: Olufemi Folarin. City Manager
Jeffrey Swoboda, Deputy Chief of Police
SUBJECT: Advancing Elgin Emergency Communications E9-1-1 to Phase II Wireless
Capability and Compliance
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information regarding an Emergency Communications E9-1-1 system upgrade.
RECOMMENDATION
It is recommended that the City Council approve the proposal by Motorola to upgrade the
Emergency Communications E9-1-1 telephone system in order to comply with Federal
Communications Commission (FCC) Phase II Wireless requirements in the amount of$31,514.
BACKGROUND
In 1998; the FCC began defining standards and drafting requirements for how cellular phone
carriers are to handle 911 calls. These requirements were broken down into two implementation
phases. E9-1-1 Phase I and E9-1-1 Phase II. Phase I states that for any cellular 9-1-1 call made,
the nearest Public Safety Answering Point (PSAP) would receive the location of the cellular
tower Where the call was originated. Phase II Wireless states that for any cellular 9-1-1 call
made, the nearest PSAP would receive the GPS coordinates of the cellular caller.
The Elgin E9-1-1 system is currently Phase I compliant and is capable of Phase II compliance
upon the completion of this proposed upgrade. After the upgrade, cellular 9-1-1 calls received
will include the GPS coordinates of the caller and the location will appear on a computerized
map at the dispatch position.
COMMUNITY GROUPSIINTERESTED PERSONS CONTACTED
Emergency Telephone System Board
E9-1-1 Phase li Wireless Capability and Compliance
November 13. 2008
Page 2
FINANCIAL IMPACT
The proposed contract with Motorola would total $31, 14. The expense would be charged to the
E-911 Telephone System Fund, account number 220-0000-791.92-47, "Communications
Equipment," project number 239814, "911 Upgrade". There are sufficient funds budgeted
($400;000) and available ($400;000) in this account to pay for the upgrade.
LEGALIMPACT
None
ALTERNATIVES
1. The City Council may choose to approve the proposal and upgrade the E9-1-1 telephone
system to become Phase II compliant.
2. The City Council may choose not to approve the proposal and continue operating as a
Phase I Wireless E9-1-1 center.
Respectfully submitted for Council consideration.
js
Attachments
r�
City of Elgin Memorandum
Date: December 22, 2008
To: Jeff Swoboda, Deputy Police Chief
From: Jennifer Quinton, Deputy City Clerk
Subject: Resolution No. 08-297, Regarding the agreement with Motorola, Inc. for the
purchase of an emergency E911 System upgrade
Enclosed please find the above referenced agreement. Please distribute to the appropriate parties
and if needed, retain a copy for your records. If you have any questions please feel free to
contact our office 847-931-5660 and we will do our best to assist you. Thank you.