08-88A Resolution No. 08-88A
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MOTOROLA, INC. FOR THE PURCHASE OF RADIO EQUIPMENT FOR FIRE STATION 7
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 is hereby
authorized and directed to execute an agreement on behalf of the City of Elgin with Motorola,Inc.
for the purchase of radio equipment for Fire Station 7,a copy of which is attached hereto and made a
part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: April 9, 2008
Adopted: April 9, 2008
Omnibus Vote: Yeas: 6 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
lA30ziuu4
03/21/2008 FRI 13.48 FA8 8175386048 1123-2-nw-c4080
Standard Terms and Conditions of Sale
will sell to Customer and Customer will purchase from Seller the
r p, M. Motorola,ine.a Printrak It ternational,inc.,a Motorola
company(" described in Seller's Proposal dated March t 1,2t1a8. These terms and
equipment,parts,software ex services n fated to the equipment(e.g„installation) Agreement a below a by issuing e
conditions,together with im Proposal,cc nprisc the"Agrcenrere Customer my indicate its acceptance of this my time by a to the
purchase order that refers to either the Pr�posd or to a Customer solicitation to which the Ptoposal
Only those terms and conditions apl►ty
order or Customs solicitation.
transaction,notwithstanding any hoonsist mt of additional tams and conditions contained in the purchase Sci� will submit
2, p Psvmrnt Tmtu. The Cc ntract Price is U.S.$29.M-1,7.excluding applicable sales,eme.o similar taxes will make payments w Seller
invoices to Customs for products when I hey are shipped and,if applicable,for services when they are pt';f ui meat or Fans will
within twenty(20)data after the invoice late Sells will pro-pay and add oil freight charges to the invoices. Title and risk d loss to W arts or sol'twtae in
Pass to Cudomer upon shipment. Title o software will not pass to Customer at any Gme. Seller will pack and ship all egtdprruent.W
w=rdance with good commercial practic
software tweed by Seller("Motorola Software'?u licensed m��solely in "�with
3. . If this transaction involve a software.any t�heroin by this,reference. Any software owned by a third platy
Seller's Software Licerrse Agreement("Sl A"),which is attached as Exhibit A and incorporated _ owner des do owner
("Non-Motorola Software")is licensed tc Customs in aaotdatrce with the standard license,tams.and Of ism rights and pnxaxioas
has granted to Sells the right to subliom a its software pursuant to the SLA,in which case the SLAB-es and th Software.
under the SLA as the I-icm=, Sealer me cos no nepresentationa or warranties of any kind regarding from date of
4. End i imital V�/leanly And Ws,taMV Disclain>e[. Motorola Software is warranted in accordance will+the SEA. For one Y�
shipment,Seiler warrants that the equips sent and parts under normal use and service ate free from material defects in malarial and workmanship-customary.These
warranties do not apply to(i)defects or iama8e resulting from:use of the equipment,hart,or Motorola Software in other than its aonral,customary,and
authorized mannrer,accident,liquids,ncO xt,or ads of God:listing.maintenance.drsassemnbly,repair,installation,alteration,modification,t f or dm not
with applicable industry and OSHA ataralards;(ii)breakase of or damage to
provided or manner in writing by Sells•;or Custots►er's tailm 10 comply th all
antennas unless prized directly by defect in material a wtxkmaaahip;(iii)equipment that has had the serial numbs removed a made illegible;(iv}batteries
cats to strip equipment or parts to the repair depot;(vi)smtc ha"a other
<bexause they tY thdr own separate lin died warranty)or consumables;(v)freight and(vii)normal or customary wear and tear. These,express
cosmetic damage to equipment surfaces that does not affect the operation d the equip
for commercial,industrial,or governmonul use only,Wl are not
limited warranties are extended by Sells r to the original user purchasing the Pteducts Seller will(at its option red at no
assignable warranties
transferable if Ctrstomet 1 Ives notice of a valid warranty claim before the expiration of the worm �d the defective product. This
additional charge to Customer)repair the defective prodgtd,replace it with the some of equivalent product. of the original applicable AND
action
additional
be the full extent of Sealer's lability fax a wamnty claim. Repaired a ropes Proms is�nW for the balance
Warranty Period. Ail replaced products j c pans will become the property of Sel la. THESE WARRANTIES TI S EXPRESS OAR IMPLIED,INCILEUSDING
ARE GIVEN IN LIEU OF ALL OTHEF WARRANTIES, SELLER DISCLAIMS ALL OTHER WARRANTIES,
THE iMPUIBD WARRANTIES OR Col IDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE or act of a third
►tea■vs and Disuutes. Neither part)will be liable for its ran-paformane or delayed performance if Comm by as avant,cOarrrrctance. that will
5. �.� N cure Esch party all notify the other if it becomes aware of a Force Maus pi
pony ttrnt is beyond a party,&reasonabi s control(a Force Maj arising from this Agreelrtent(except for a claim reladng w intellectual property or
sigrtil"a aptly delay ppiormance The pa ties will try to settle any dispute will escalate the dispute to their appropriate h+8�'�°sn�' If
broach of confidentwity)through good
'aith negotiations. If necessary,the Peron Neither party will asset+,a breach
negotiations fail,the parties wili,{ointly:elect a mediator to mediate the dispute and will abate equally the mediation CO"
without first giving y I other Patty written notice and a thirty(30)day period to are the alleged breach.
of this Agreement wbe*ar for breach d eeoahtrael, "warranty,
a death, Seller's, total 1hbimde
6, t iMiTATION OF L�1�d1.Y > for personal iq�gar'y bus,but pot to eeatceed the pptv3as�:Price d
negligence,drid liability iota tort,or a betrwisq will be)smiled to the direct daps r'ecover'able p° p�IC!>drNTAL,
the products or makes for which 1 Wake or d sae ebimed- SELLER WiLL NOT BE LIABLE+ FOR ANY COINNIERCIAIG LOW,
INCONVENIENCE;LOSS OF USE,'2`111&,DATA,GOOD`yam REVEN per,PROFITS OR SAVINGS.)OR OTHER SPECIAL,
INDIRECT,OR CONSBQUF1u1TIAL DAMAGES OF SERVICES BY SBLLBR PURSUANT THIS AAGRIXMItNT autsea for coaNraet
OF THE PRODUCTS,OR TITS PEI FORMAN may bra more tbaae sae year alto the acuum d the came
breach or odwv*o relating to the tea trsactlons er�Agroao
d action. This Unsitatiop d Nobility era rvivea the expiration
The SLA governs softwahre exraiiehutiality. As to any other tnitxtnaticn matted
will maintain the confuientiality of the inbrmatien and root d'nsalose it to any third
?Confndentfai"and provided by one pan y to the other,the receiving party un! to(gather the perforthautace of this Agroasrent
and appropriate p mcarttiema to prefect the information;and use the infomaatim Y al pafornallonr is given a
party;take necessary of the disclosing party,and no grant of Proprietary rights in the it of confidential tights in the
CoaCrdential information is and will ran sin the property ��party maaufacturs own and retain all d their he SLA, g
intended. Seller, any copyright owns of Non-Motorola Software,and any ri F�c�as��ly��in the SEA,this/�
low". pates and software,and nett ins bercin is intended to restrict their proprietr�+ went or patent applic tiem.
does not grant any right,title of interest o Selkr's proprietary righ%m a UcaWe under a'ty
the famatace o>f this AsrCergxart ox Anse of the
Each party will ego nP1Y with all applicable Laws,regulations and ttrics ad use of the pfoduds. This
8. l with all FCC licenses and authoriaationa required for the installation,opaadon
products. Customs will obtain mid co nP Y governed by and interpreted in accord&=with the laws of ttao State in why isualaa 6
Agreement and the rights and dudes of the patties will be go all previous agreements
constitutes tt c entire agreement of the Parties regarding this Iransaction,supersedes
installed. This Apeenxat nt executed by both parties: Seller is not making,and bleteo 411 is not relying upon+say
to this subject matt=,and may be ate=ed only bywritten�� no catirwations or commitments binding Sells applicable w this,transaction hm��'
representation or warranty except those mpressed
b an authorize d signatory of Seller,are in writing and signed y ,�- C _ CITY OF EL N
seer
' r
By' of em nager
By: Y P. Name and Title
Name and Titic DM r
Date: --'—'-
Elgin.IL- Phu pepeAmerut Radio"I rent Proposal
Motorola File No.:07-13448lCR
03/21/2008 FRI 13:49 FAX 8175385048 1123-2-nit-c4080
1
Exhibit A
Sdtwm License Agrav:n"
la this Exhibit A, the term "Licataat°' means Motorola. [nc., ("Motorola') or Printrak Interrratiomal, lncorporated, a Moterda com!'"my("printrak);
,•Licensee,"meana the Customer;"Print&y Agreement"means the Standard Terms and Conditions of Sale to whi as is a hi t is attached:and"Ag t"
means this Exhibit and the applicable tear a and conditions contained in the primary Agreement, The parties agree
Section I SCOPE
a software,radio communications,unications,compuw,or other electronic products("Product:")containing
raining embedded er
Licensor will provide to Licensee propri cry softwam in object code format,and adaplatiot%tram de-comptlatiom,
pro-loaded proprietary software,or both. "Software"means the proprietary jeer s Her "Third Party
disaasattblies.emulations,or derivative r corks of the software,and Day contain one or more ileum of software owned by doe user,operation and traitdmg
Software'). Product and Software docu MUtion that specifics technical and performance futures and capab .ea, referred to as"DocurritallitiOn."
manuals for the Software(including all p rysical or edectronic media upon which this information is provided)are collectively d Licensee rrtry rue, the Software and
This Agreement contains the terms an I conditions pursuant to which Licensor will license to Licensee,
Documentation.
Section 2 GRANT OF LICENSE
Subject to Section 1,Licensor hereby D ants to Licensee a parent,rnwr-tramterabk(except nt permitted in Section 8 below), they w stud notes'�ve
license under Licensors applicable prop iaary rights to use tiro Software and related Docurnteatation for the purposes to which they were daign<
accordance with the terms and conditions of this Agreement. The license does no grant any rights to source coda. his
If the Software is or includes Intesgrador Framework,Customs Service Request Agreement Rider f r Is sow C S�Request,or
Software License Agreement plots a sepal ate document entitled"Software Laic either er alhod provided Lt's��)-
Cityworks Software"(which document ii incorporated by this reference and is either attached to this Agreement or will be proof upean
Sectiou 3 LIMITATIONS ON USE
that licensor has made a considerable investment of resources in the development,marketing,aid distributon of its
3.1. Licensee acknowledges ltmitatioru on Licensee's use of the Software and Documematim are nex'sary
proprietary Software and Documentation and that reasonable and appropriate i the Software and DocumamtWon, 7 he efore,
for Licensor to protect its investment, rode soxrets,and valuable Intellectual Property
in cacc�oradancceewiwith tbet o Documentation. Any other use of the Software
Licensee may use the Software only fox l.icensee's internal business purpo Y I Other reverse pngineer or attempt to reverse
is strictly prohibited. Licensee may not for any reason modify,disassemble,peel compohe software,c p an Scftwam or
eagirmeer,derive source code.create Jeri,tative works from,adapt,translate,merge wrth other software,Dopy,reproduce,disbe u e.or solely f y r
permit or encourage any third party to do,so,except that Licensee may make one copy of Software provided by Licensor sofa'to i D000 1el�'al,back-
up,or disaster recovery purposes. Lice*ce srwst reproduce all copyright and trademark"crisis on all copies of the Software preceding sentence,
3.7- Licensee may not copy onto K transfer Software installed is one Product device d another device. or malt �i LiMsee.provides
Uconaee may temporarily transfer Softv are installed on one device onto another if the original dvicde ivsreturned to aperatt'on. Upon l.icenmor's written request,
written notice to Licensor of this lempor try transfer and it is discontinued when the original
Licenace roust provide to Liceaecr a writ=list of at1 Product devices in which the Software is installed and being used by L.icansee.
3.3. Concerning Motorola's Radic Service Software("R33').if applicable„Licensee rttumt purchase a copy for each location at which Licensee uses
RSS, Licensee's use of RSS at an authi rized location does not atftle Licenses to use or access the RSS remotely. Lioarsee may t one sensor awl copy
for each computer
owned or controlled t y Licensee at each authorized location• Upon Ucenso's written request.Licertsoe>�provide to P.fcamsa a written
list of all locations where Licensee uses'x intends to use RSS.
Section 4 OWNERSHIP AND TITLE
owns. The copyright owner owns and
Title to all copies o[Software will not l pass to Licenwe at any time but rcmaias vested exclusfvdy is the copyright
rights in ac form concerning the Software and Documentation,including all rights to pateata,patent appl'mcalions,inventions,
retains all of its proprietary ghts y corroctioru, bug fixes. eatbrrricemeata. rq>dates, a
copyrights, trade suers, trademarks, ratle nosier, and other intellectual rimile b properties r another any of an improvements that reaalt from Licenser's
moditicatiom to at derivative works f ram the Software whether trade by Licensor is sadder party, Y p tt of L.icensex or w groat by
processes or,if applicable,providing inl ormation services). Nothing d this Agreement is Ina eel, r restrict the In c�eattection with providing to
implication or estoppel any proprietar) rights. Alt inttdlecdtat Property developed'originated,or poepexed does not grant to Licensee zry shared
Licensee Software, Products, or related services remain vested exclusively in L.iecasor. and Chia Agreement
desvelopmatt rights of intellectual pro"ty.
Section 5 CONnDENTuun
Licensee acknowledges
flat the Soft"a and Documentation contain Licensor':valuable proprietary and Confidential Information and trade secrets,and that
the provisions in the Agreement coacw hrg Confidential Information apply.
Section 6 LIMITED WARRANTY
6.1. The comnrtatcateeat date and the term of the Software warranty will be as stated in the Primary Are erm cxccgx that(t) Warranty Period for
Priuwak's L.iveScan software will be 91 days;and(ii)for applicstion Software that is provided on a per unit betas. a Warranty Period for the t( m units
licensed is the reuaitder(if any) S e W"Warranty Puna or,if the initial Warranty Period has expired.the remainder(if any)of the term of the
applicable Software Mainte�ce mppat
Eigin,1L- lire Department Raefio Egaipr rent Proposal
Motorola File No.:07-134481CR
�trustr uvy
- 03/21/2008 FRI 13149 FAX 6175386046 i123-2-nw-c4080
! v+iih this
applicable Warne ty Period, Licsrnsoir warraeta that the =modified Software, when used propMy and in accordance
6.2 During the app bon of a feature critical m the primary f m4ionaiity or
r
Agreemetx,will be free from a reproducil lk defect that eliminates the determined functionality le ywith ref opera does not warrant that
successful operation of the Software. Wh pier a defect occurs will be derermimhed solely with reference to the the Products
Licensee's use of the Software or Pre ucts will be unWwupied or error-free or that the Software or the Pcaducts will urea Licerhsae's particular
requirements, Warranty claims are descri)ed in the Primary Agreement OF
6.3, LICENSOR DISCLAIMS Al L OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING THE IAGREE WARRANTIES SE
MERCHANTABILITY AND FITNESS hOR A PARTICULAR PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE
AND NOT A SALE OF GOODS.
Selection 7 LIMITATION OF LIABI X-f
The Limitation of Liability provision is d scribed in the Primary Agreement
Seximemn 8 TRANSFERS
Licensee will not transfer Software to s ny third Party prim wrist"consent, which consent may be withheld in Lkensor's
reasonable discretion and which may b conditioned upon cite transfers paying all applicable lw nhse,fees and agreeing to be bound by this
Agreement.Notwithstanding e on the p may b rig sentatet,if Licensee transfers ownership of radio Products to a third party,Licensee may assign its
rights to use the Software(other than Rat Software AM Service Softwa and Motorola's FLASHpomt®Software)embedded in or furnished for an with those
radio Products if Licensee transfers ally teat(which form obligates the transferee to be bound by this Agreement).
trarrafaee executes a trzaoafer
form to be provided by Licensor upon
Section 9 TERM AND TERMINATIO'V by both rubes and will couinue during the life of the Products in
Licenses right to tree the Software beE ins when 1 tp cast it+will be terminued immediately tip"notice by Licensor. In addition to
which the Software is used,unless Licari ax breaches scion of all non-embedded
termination,Licensor will be entitled to:Il availatnk remeadiea ar law a in equity(including immediate igjunedve relief and repossession its bttac:h of this
Software and associated Documentation unless L.iceaseo is an agency of tea United States e inadequate.Within hi �k g after terminadext of this
Agreement will result in irreparable her n to Licensor for which monetary damages would be fnadegwte.have. thirty( ) Ya
Agreement,License must certify in wri ling to Licenser that all copies of the Software and Documentation haverbeen returned to Liansa a deshoyed and
are no longer in use by Licensee.
Section 10 NOTICES
Notices are described in the Primary Agi mment.
Sedion 11 UNITED STATEF GOVERNMENT LXENS>ING PROVISIONS
then this section applies. L.icahsee's use,d*lcatloa or
If L.icensea is the United States Gover;anent of a United States Government agent serrd rights is subject to the restrictions set fourth to Or trade
disclosure of the Software and Docur he 9401% under Licensoe's cOPY(o Rights disuse at FAR 52.227.19(JUNE 1987),if apphicable,unless
subphaagraphs MI)and(2)of the Cote marital Computer f the Software at and cu tation are bang provided to the Department of bees"
they am being provided to the Departa lent of Defe►ue, if the Software and Documentation set forth in subparagraph(cXlXii)of the
Licensee's use.duplication,of disclosur,h of Software and Documentation is subject to the restficted rights
Software clause at DFARS 252.227-7013(OCT 1988),if applicable. The Software and po�ertatiarh
Rights in Technical Data and Compute' The provisions of this Agreoment will ooatitule to
may or may not include a Restricted PA-gas notice,or other notice refeariad to this Armen tat sou of the FAR or DFARS mentioned
apply,but only to the extent that they ar,,consistent with the rights provided to the Licensee order the prow
above,as appiicable to the particular prc curing agency and procurement aana.etion
Section 12 GENERAI. 'bat public
12.1. COPYRIGHT NOTICES.TI a existence of a copyright notice on the Softwsm will not be construed as an admission our presumption
disclosure of the Software or any trade t brats associated with the Software has occurred
anions,including export lava and trsgulatiorhs of the United
W. COMPLIANCE WITH LAW S. Lie"see wit!comply with all applicable laws and fat of the United States,in any term export of
Of Li=W and the appropriate governIN"tai authority add a otherwise
States. Licensee;will tot,without the f rior autihorrratioa item�technical data or direct a indirect products rimer as expert
ro-tncporb sell a rWelll ship or reship, x divert,through direct a indirect means,any faring immediate re termination res n ex by
furnished to any person within any ter itory for which the United States Government al an its�Agra,armor,time ate'
license or other governmental apptovt 1. Violation of his provision will be a material
Lice"". our Wcomber of sell any of its
12.3. ASSIGNMENTS. Licensor tray assign any of its rights or subcontract any of its Obligations ardor this Agreement,
rights in any Software,without prier 110 ice a or consent of Licenser. the laws of
will be governed by the laws of the United States to the extent that they apply sad otherwise by
12.4. GOVERNING LAW. This c egreemea if governed is a:overage governmdtt citify or the taws of the State of Illinois if L.iemom is not a
the State to which the Software or Pro+hrcts are shipped
sovereign government entity.
1?Igin.IL- Fine Depatuncat Radio Equip eau Proposal
Motomola Fik No.:07-1344MR
i
March 7, 2008
TO: Mayor and Members of the City Council
SAFE COMMtNITY
FROM: Olufemi Folarin, City Manager
John Henrici, Fire Chief
SUBJECT: Radio Equipment for Fire Station 7
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information to consider an exception to the procurement ordinance with Motorola for the
purchase of a Motorola XLT5000 Digital Consolette radio, MCI 000 deskset radios, four portable
radios, associated hardware and a portable radio charger for Fire Station 7.
RECOMMENDATION
It is recommended that the purchase of a Motorola XLT5000 Digital Consolette radio, MCI 000
deskset radios, four portable radios, associated hardware and a portable radio charger for Fire
Station 7 be authorized from Motorola in the amount of$31,704.24.
BACKGROUND
During 2007, the City Council authorized the construction of Fire Station 7. Each fire station is
equipped with a Motorola base station radio and remote handsets for communication with fire
dispatch and other Elgin Fire Department radios. The purchase will authorize the City Manager
to place an order for a Motorola XLT5000 Digital Consolette radio, MCI 000 deskset radios, four
portable radios, associated hardware and a portable radio charger for Fire Station 7.
Motorola is the sole provider of this equipment. It is imperative that all of the terminals and
radio equipment are kept identical for the maintenance and updates of these units.
COMMUNITY GROUPSANTERESTED PERSONS CONTACTED
None
FINANCIAL IMPACT
The total purchase price of a Motorola XLT5000 Digital Consolette radio, MC1000 deskset
radios, associated hardware and a portable radio charger for Fire Station 7 will be $17,124.76.
Radio Equipment for Fire Station 7
March 7, 2008
Page 2
The total budget for this project is $5,432,443 with $4,867,317.59, spent and/or encumbered to
date. There are sufficient funds budgeted ($4,918,600) and available ($286,291) in the 2008
Grand Victoria Lease Fund, account number 276-0000-791.92-36, "Capital Additions/Buildings
and Structures," project 289506, "Fire Station 7" for the purchase. The total purchase price of
four XTS5000 portable radios will be $14,579.48. The total budget for this project is $5,432,443
with $4,997,379 spent and/or encumbered to date. There are sufficient funds budgeted
($4,918,600) and available ($286,291) in the 2008 Grand Victoria Lease Fund, account number
276-0000-791.92-36, "Capital Additions/Buildings and Structures," project 289169, "Fire
Station 7" for the purchase
LEGAL IMPACT
None
ALTERNATIVES
1. The City Council may choose to purchase the base station and handset radios from
Motorola.
2. The City Council may choose to solicit bids for similar products and have a mix of
equipment for this use.
Respectfully submitted for Council consideration.
JH/wmb
attachments