09-154 Resolution No. 09-154
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOTOROLA, INC.
FOR MOBILE RADIOS
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 purchase of six mobile radios, a copy of which is attached hereto and made a part hereof by
reference.
s/Ed Schock
Ed Schock, Mayor
Presented: June 24, 2009
Adopted: June 24, 2009
Vote: Yeas: 6 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
mabi lena�
Standard Terms and Conditions of Sale
1. Scope. Motorola,Inc,or Printrak International, Inc.,a Motorola company("Seller")will sell to Customer and Customer will purchase from Seller[tie
equipment, parts, software,or services related to the equipment (e.g., installation)described in Seller's Proposal dated March 27,2009. 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. $26,112.48, 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 toss 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, par(s 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-Mo(orola 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 snakes 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 adjustntenl not
provided or authorized in writing by Seller;or CCIS(Otner'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 consuntables;(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 teal'. 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(he property or 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 tine 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. (f
negotiations fail,the parties will jointly select a mediator to mediate the dispute and will share equally(he 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(he 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 13Y 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.
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 Software, 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 Seiler 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 writin-an/d sign• by an authorized signatory of Seller.
Seller �f� / Cast er
By: By:Name andJT,�itle: -.ti�l ` BLS (/, .fir. Name and Title: U `i r nct8o f
Date: y�ln_! /rot _ Date,
Shot-(Form.FINAL.1.10.05.revision.doe
Memorandum
tom. City of Elgin
Date: June 25, 2009
To: Dave Schmidt, Fire Captain
From: Jennifer Quinton, Deputy City Clerk
Subject: Resolution Nos. 09-153 and 09-154, Adopted at the June 24, 2009, Council
Meeting
Enclosed you will find the agreement listed below. Please 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.
1. Agreement with Motorola, Inc. for Portable Radio Batteries
2. Agreement with Motorola, Inc. for Mobile Radios
Resolution No. 09-153
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH MOTOROLA, INC.
FOR PORTABLE RADIO BATTERIES
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 purchase of portable radio batteries,a copy of which is attached hereto and made a part hereof by
reference.
s/Ed Schock
Ed Schock, Mayor
Presented: June 24, 2009
Adopted: June 24, 2009
Vote: Yeas: 6 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
Standard Tersns and Conditions of Sale
I. Scope. Motorola,Inc.or Printrak International,Inc.,a Motorola company("Seller")will sell to Customer and Customer will purchase from Seller the
equipment, parts, software, or services related to the equipment (e.g., installation) described in Seller's Proposal dated May 13,2009. These terns 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. $14.799.60, 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 an([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 front 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 consuntables;(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 Majcure 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 taw,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 CONSEQUENTIAI.DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT,THE SALE,OR USE
OF THE PRODUCTS,OR THI: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.
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 Software, 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 Al 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 snaking,and Customer is not relying upon,anv
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 Cnsto er
�t B
Name and Title: J Name and Title. r` 6
Date: 4 LOd Date: M
Short Form.FINAL.1.10.05.revision.doe
Memorandum
f= City of Elgin
Date: June 25, 2009
To: Dave Schmidt, Fire Captain
From: Jennifer Quinton, Deputy City Clerk
Subject: Resolution Nos. 09-153 and 09-154, Adopted at the June 24, 2009, Council
Meeting
Enclosed you will find the agreement listed below. Please 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.
1. Agreement with Motorola, Inc. for Portable Radio Batteries
2. Agreement with Motorola, Inc. for Mobile Radios