11-48 Resolution No. 11-48
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MOTOROLA SOLUTIONS, INC. FOR MOBILE RADIOS, PORTABLE RADIOS
AND ASSOCIATED HARDWARE
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 Sean R. Stegall, City Manager, be and is hereby
authorized and directed to execute an agreement on behalf of the City of Elgin with Motorola
Solutions, Inc. for the purchase of mobile radios, portable radios and associated hardware for two
replacement ambulances, a copy of which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: March 23, 2011
Adopted: March 23, 2011
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
Standard Terms and Conditions of Sale
I. Motorola Solutions,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 February 1,2011,which is attached as Exhibit A and incorporated herein by
this reference. 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.$31,077.99,excluding applicable sales,use,or similar taxes and. 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 B 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,terns,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.
q EUress Limited Warranty and Warranty Disclaimer. Motorola Software is warranted in accordance with the SLA. TO THE EXTENT,IF ANY,
THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR
PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER,THEN THAT AGREEMENT SUPERCEDES THE
SLA AS TO THE END USER OF EACH SUCH PRODUCT. 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 ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES.o .SSELLER 1DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,IED, INAC LUD GIN 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 patties will use the following procedure to address any dispute arising under this Agreement(a"Dispute"). (i)This
Agreement will be governed by and construed in accordance with the laws of the State in which the products are delivered. (ii)Either party may initiate the
Dispute resolution procedures by sending a notice of Dispute("Notice of Dispute'). The parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1)timely escalation of the Dispute to executives who have authority to settle the Dispute and who an at a higher level of
management than the persons with direct responsibility for the matter and 2)direct communication between the executives. If the Dispute has not been
resolved within ten(10)days from the Notice of Dispute,the parties will proceed to mediation. (iii)The parties will choose an independent mediator within
thirty(30)days of a notice to mediate from either party("Notice of Mediation"). Neither party may unreasonably withhold consent to the selection of a
mediator. If the Parties are unable to agree upon a mediator,either party may request that American Arbitration Association nominate a mediator. Each party
will bear its own costs of mediation,but the parties will share the cost of the mediator equally. Each party will participate in the mediation in good faith and
will be represented at the mediation by a business executive with authority to settle the Dispute. (iv)If a Dispute remains unresolved for sixty(60)days after
receipt of the Notice of Mediation, either party may then submit the Dispute to a court of competent jurisdiction in the state in which the products are
delivered. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in
connection with this Agreement. (v)All communications pursuant to subsections(ii)and(iii)will be treated as compromise and settlement negotiations for
purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of laches,waiver or estoppel to affect adversely the rights of either party. 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. LDETATION 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,PROFI'S 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.
7. Confidential Information and Preservation of Proorietary Rights. The SLA governs software confidentiality. As to any other information marked
"Confidential"and provided by one parry to the other,the receiving patty 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. The obligations of this Section 7 will not restrict disclosure by Customer pursuant to the Illinois Freedom of Information Act,provided however,
Short Form.FINAL-3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10-vets 2)
that if Customer receives a request for disclosure pursuant to the Illinois Freedom of Information Act it will provide Motorola an adequate opportunity to
object to such disclosure. 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.
S. Assignability and Subcontracting. Except as provided herein,neither party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other party,which consent will not be unreasonably withheld. Any attempted assignment,delegation,or transfer
without the necessary consent will be void. Notwithstanding the foregoing,Seller may assign this Agreement to any of its affiliates or its right to receive
payment without the prior consent of Customer.In addition,in the event Seller separates one or more of its businesses(each a"Separated Business"),whether
by way of a sale,establishment of a joint venture,spin-off or otherwise(each a"Separation Event"),Seller may,without the prior written consent of the other
party and at no additional cost to Seller,assign this Agreement such that it will continue to benefit the Separated Business and its affiliates(and Seller and its
affiliates,to the extent applicable)following the Separation Event. Seller may subcontract any of the work,but subcontracting will not relieve Seller of its
duties under this Agreement.
9. 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. 'Ibis
Agreement constitutes the entire agreement of the parties regarding this transaction,supersedes all previous agreements and proposals relating to this subject
matter, and may be amended only by a written instrument executed by both parties. Seller is not making, and Customer is not relying upon, any
representation or warranty except those expressed herein. There are no certifications or commitments binding Seller applicable to this transaction unless they
are in writing and signed by an authorized signatory of Seller.
Seller Customer
,L' By. -
ay:
Name andTide: To u ivan Director of Name and
de: Hager
Date: March 10 2011 Finance Date: March 23 2 1
Short FomLFINAL-3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10-vers 2)
Exhibit A
PROPOSAL DATED FEBRUARY 1,2011
Short Fo m.FINAL}.9.11 azed 9-16 10—vers 2)
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prep
® MOTOROLA Date: Feb.01,2010
Prepared By: coty cooper Phone: 954-270-9740 Fax: 800 526-8639 CUSTOMER#: 1035378513
PREPARED FOR: Dave Hudik
COMPANY: City of Elgin Fire Dept
PHONE: 847-3443748
FAX:
EXHIBIT A: APX SUBSCRIBER EQUIPMENT PROPOSAL
.QW Model Descri Price Contract Price
APX7500 700/800/VHF-MID POWER
2 M30TSS9PW1 N APX7500 DUAL BAND MID POWER $2,772.00 $4,435.20
2 GA00244 ADD: 7/80OMHZ PRIMARY BAND $0.00 $0.00
$400.00 $640.00
2 GA00308 ADD:VHF MP SECONDARY BAND
2 GA00579 ADD:ENABLE DUAL BAND OPERATION $600.00 $960.00
2 G806 ADD:ASTRO DIGITAL CAI OPERATION $515.00 $814.00
2 G51 ENH: SMARTZONE OPERATION APX $1,500.00 $2,400.00
2 G361 ADD:P25 TRUNKING SOFTWARE $300.00 $480.00
2 G442 ADD:APX7500 05 CONTROL HEAD $432.00 $$0.00
2 G444 ADD:CONTROL HEAD SOFTWARE $0.00 $0.00
2 G89 ADD:NO RF ANTENNA NEEDED $0.00 $0.00
2 G67 ADD:REMOTE MOUNT MID POWER $29 .00 $4700 $40..00 0
0
2 G610 ADD:REMOTE MOUNT CBL 30 FEET $25.
0
2 W22 ADD:PALM MICROPHONE $72.00 .
2 B18 ADD:AUXILARY SPKR 7.5 WATT $ .00 $59%.0 0
0
2 QAO1749 ADD:ADVANCED SYSTEM KEY-SOFTWARE KEY $00.00 $OHO
2 W969 ADD:MULTIPLE KEY ENCRYPTION OPERATION $330.00 $528.00
($700.00)
B-TO 0) ($1,400.00)1 27
2 W635GL Q1 APX7500 PROMIOTION
SUB-TOTAL $10,274.80
APX7500 VHF/UHF-HIGH POWER-DUAL HEAD
2 M30TXS9PW1 N APX7500 DUAL BAND HIGH POWER $2,772.00 $4,435.20
2 GA00307 ADD:VHF HP PRIMARY BAND $0.00 $0.00
$400.00 $640.00
2 GA00344 ADD:UHF R1 HP SECONDARY BAND
2 GA00579 ADD:ENABLE DUAL BAND OPERATION $600.00 $960.00
2 G806 ADD:ASTRO DIGITAL CAI OPERATION $515.00 $814.00
2 G51 ENH:SMARTZONE OPERATION APX $1,500.00 $2,400.00
2 G361 ADD:P25 TRUNKING SOFTWARE $300.00 $480.00
2 G442 ADD:APX7500 05 CONTROL HEAD $432.00 $691.20
2 6444 ADD:CONTROL HEAD SOFTWARE $0.00 $0.00
2 G89 ADD:NO RF ANTENNA NEEDED $0.00 $0.00
2 W22 ADD:PALM MICROPHONE $72.00 $115.20
2 G876 ADD:HANDSET/HANGUP COILED CABLE $415.00 $664.00
4 B18 ADD:AUXILARY SPKR 7.5 WATT $60.00 $192.00
2 GA00092 ADD:DUAL-CONTROL HARDWARE $570.00 $912.00
4 HKN6168 CABLE,REMOTE MOUNT,30 FT $62.00 $198.40
2 W635GL Ql APX7500 PROMIOTION ($700.00) ($1,400.00)
SUB-TOTAL $11,102.00
APX7000 UHF/VHF PORTABLE
2 H97TGD9PW1 N APX7000 DIGITAL PORTABLE RADIO $2,632.00 $4,211.20
2 QA00576 ADD:UHF RANGE 2 SECONDARY BAND $0.00 $0.00
2 QA00574 ADD:VHF SECONDARY BAND $0.00 $0.00
2 Q806 ADD:ASTRO DIGITAL CAI OPERATION $515.00 $814.00
2 H38 ADD: SMARTZONE SYSTEM SOFTWARE $1,500.00 $2,400.00
2 QA01427 ALT:IMPACT GREEN $ $40. 0
.
2 QA00577 ADD:LARGE COLOR DISPLAY AND FULL KEYPAD $5000.0.0 00 $800.00
2 QA00579 ADD:ENABLE DUAL BAND OPERATION $1,000.00 $1,600.00
2 Q361 ADD:P25 9600 BAUD TRUNKING $300.00 $480.00
2 Q53 ADD:FRONT PANEL PROGRAMMING(FPP) $150.00 $
.000
$0
2 QA01749 ADD:ADVANCED SYSTEM KEY-SOFTWARE KEY $0.00 50.00
2 WPLN7080 APX 7000 IMPRES CG SU APX7000 US/NA/CA/LA $86.25 $172.50
2 PMLN5324 APX 7000 LEATHER CARRY CASE W/2.75"SWIVEL BELT LOOP FOR NNTN70: $44.25 $70.80
2 NTN7038 APX 7000 IMPRES LIION 2900MAH SUBMERSIBLE(IP67)BATTERY $96.60 $154.56
2 PMMN4062 APX7000 IMPRES RSM,NOISE CANC.EMERGENCY BUTTON 3.5MM JACK IP5, $73.83 $118.13
2 W635GL Q1 APX7500 PROMIOTION ($700.00) ($1,400.00)
SUB-TOTAL $9,701.19
QUOTE PAGE TOTAL $31,077.99
QUOTE TERMS AND CONDITIONS
1.Quotes are exdmm of ail irhstallatorh and propnnxnirg charpes(unlase expressly staled)and all applicable taxes.
2.Phxehsser will be nsporrible for slipphV costs,which will be added b the invoice.
3.Title will Was upon shipment,risk of lose will Doss upon doWery to purchaser's facility.
4.Ordered equipment may be returned for a full relim ,Ins a 20%restocking fee,if the equk~is returned unused and
undrnaped in its orfpkhol Wckapirg with in six mmitt a(Nr shhornsit.
5.Prbm quoted we vafA for t"(30)days from the dole of this quote.
a.Unless otherwise staled,poymerht will be due within ton ice
n days~invo .
7.Mobrals's standard equ*ffw t warranty(which will be banished upon request)applies to all ordered equipment
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE ORDERED PRODUCTS,EXPRESS OR IMPLIED
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
S.MOTOROLA'S TOTAL LIABILITY ARISING FROM THE ORDERED PRODUCTS WILL BE LIMITTED TO THE PURCHASE PRICE
OF THE PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.IN NO EVENT WILL MOTOROLA
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
9.These bums will prevail over any khow"twt or adctonel terms on any purchase order stlhmirtW by the purchaser.
Exhibit B
SOFTWARE LICENSE AGREEMENT
This Exhibit B Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of
Elgin, Illinois("Licensee").
For good and valuable consideration,the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola 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" means 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 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)
Short Forro.FINAL_3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10—vers 2)
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; (IN)
copy, reproduce, distribute, lend, or lease the Software or Documentation to any third parry, 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.
4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each
location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or
access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola
with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request.
4.5. 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.
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, disessemblies,
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
Short Fomi.FINAL_3.9.11
Motorola File No.10-17300/LF;City of Elgin,II,APX Radio Purchase(Prepared 9-16-10—vas 2)
6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days 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 FLASHporl®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
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).
Short Fo m.FINAL_3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10—vers 2)
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 (cx1)(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.
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 fumished 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.
Short Form.FINAL-3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10—vers 2)
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 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.
Short Form.FINAL_3.9.11
Motorola File No.10-17300/LF;City of Elgin,IL APX Radio Purchase(Prepared 9-16-10—vers 2)
Adh
100000 M rktEPORT TO t\&AYOR & MEMBERS OF CITY COUNCIL ELGIN
THE CrrY IN THE SUBURBS
AGENDA ITEM: F
MEETING DATE: March 9, 2011
ITEM:
Purchase of Radios and Related Equipment for Two Replacement Ambulances
($31,077.99)
OBJECTIVE:
Ensuring proper communications with the city, outside agencies and the local hospital emer-
gency departments when using the city's two, replacement ambulances.
RECOMMENDATION:
Approve an exception to the procurement ordinance for the purchase of mobile radios, porta-
ble radios and associated hardware from Motorola in the amount of$31,077.99.
BACKGROUND
The fire department is purchasing four mobile radios, four portable radios and associated
hardware for use with the replacement ambulances that were approved by the city council on
January 12, 2011. These radios are required for proper communications within the city, with
outside public safety agencies and for communicating with the local hospital emergency de-
partments.
Mobile radios are permanently installed in the ambulances, utilize a hard-wired antenna and
are powered by the vehicle battery. Mobile radios consequently have more power to transmit
and receive communications than the portable radios carried by personnel. Portable radios al-
low firefighters to communicate with other responding public safety vehicles and the hospital
when they are away from their vehicles.
OPERATIONAL ANALYSIS
Motorola radio equipment is being used in all the fire department's vehicles. It is essential that
all of the terminals and radio equipment utilized by the fire department remain uniform in or-
der to expedite the maintenance and updates of these units.
rk
INTERESTED PERSONS CONTACTED
None.
FINANCIAL ANALYSIS
Motorola is the sole provider of this equipment. It is essential that all of the terminals and radio
equipment utilized by the fire department be uniform in order to expedite the maintenance
and updates of these units. The total cost of the agreement with Motorola for the purchase of
four mobile radios, four portable radios and associated hardware is$31,077.99. Funding for this
ancillary equipment is included as part of the original budget established for the purchase of
the two ambulances.
BUDGET IMPACT
FUNDS) ACCOUNT(S) PROJECT#(S) AMOUNT
AMOUNT
BUDGETED AVAILABLE
Riverboat 177122 $460,000
Lease $115,190
LEGAL IMPACT
The proposed purchase requires an exception to the procurement ordinance which requires the
approval of two-thirds of the city council.
ALTERNATIVES
The city council may choose not to award a contract to Motorola for the purchase of four mo-
bile radios, four portable radios and associated hardware.
NEXT STEPS
Execute contract agreement
JGI�►
2
Originators: John Fahy, Fire Chief
David Schmidt,Assistant Fire Chief
Final Review: Colleen Lavery, Chief Financial Officer
William A. Cogley, Corporation Counsel/Chief Development Officer
Richard G. Kozal, Assistant City Manager/Chief Operating Officer
Approved:
,?��m . ,A we,
Se n R. Stegall, City M ager
ATTACHMENTS
A. Motorola Price Quote
3
0 w�roro�ro�.a►
Date: Feb.01,2010
Prepared By: Coty cooper Phone: 954-270-9740 Fax: (800)526-8639 CUSTOMER#: 1035378513
PREPARED FOR: Dave HUdik
COMPANY: City of Elgin Fire Dept
PHONE: 847-931-6638
FAX: 847-931-6639
SUBSCRIBER EQUIPMENT PROPOSAL
Qty. Model Descriutlon List Price Contract Price
APX7500 700/80ONHF- MID POWER
2 M30TSS9PW1 N APX7500 DUAL BAND MID POWER $2,772.00 $4,435.20
2 GA00244 ADD: 7/80OMHZ PRIMARY BAND $0.00 $0.00
2 GA00308 ADD: VHF MP SECONDARY BAND $400.00 $640.00
2 GA00579 ADD: ENABLE DUAL BAND OPERATION $600.00 $960.00
2 G806 ADD: ASTRO DIGITAL CAI OPERATION $515.00 $814.00
2 G51 ENH: SMARTZONE OPERATION APX $1,500.00 $2,400.00
2 G361 ADD: P25 TRUNKING SOFTWARE $300.00 $480.00
2 G442 ADD: APX7500 05 CONTROL HEAD $432.00 $691.20
2 G444 ADD: CONTROL HEAD SOFTWARE $0.00 $0.00
2 G89 ADD: NO RF ANTENNA NEEDED $0.00 $0.00
2 G67 ADD: REMOTE MOUNT MID POWER $297.00 $475.20
2 G610 ADD: REMOTE MOUNT CBL 30 FEET $25.00 $40.00
2 W22 ADD: PALM MICROPHONE $72.00 $115.20
2 B18 ADD: AUXILARY SPKR 7.5 WATT $60.00 $96.00
2 QA01749 ADD: ADVANCED SYSTEM KEY- SOFTWARE KEY $0.00 $0.00
2 W969 ADD: MULTIPLE KEY ENCRYPTION OPERATION $330.00 $528.00
2 W635GL Q1 APX7500 PROMIOTION ($700.00) ($1,400.00)
SUB-TOTAL $10,274.80
APX7500 VHF/UHF-HIGH POWER- DUAL HEAD
2 M30TXS9PW1 N APX7500 DUAL BAND HIGH POWER $2,772.00 $4,435.20
2 GA00307 ADD: VHF HP PRIMARY BAND $0.00 $0.00
2 GA00344 ADD: UHF R1 HP SECONDARY BAND $400.00 $640.00
2 GA00579 ADD: ENABLE DUAL BAND OPERATION $600.00 $960.00
2 G806 ADD: ASTRO DIGITAL CAI OPERATION $515.00 $814.00
2 G51 ENH: SMARTZONE OPERATION APX $1,500.00 $2,400.00
2 G361 ADD: P25 TRUNKING SOFTWARE $300.00 $480.00
2 G442 ADD: APX7500 05 CONTROL HEAD $432.00 $691.20
G444 ADD: CONTROL HEAD SOFTWARE $0.00 $0.00
G89 ADD: NO RF ANTENNA NEEDED j $0.00 40.00
$72.00 5 20
ADD: PALM MICROPHONE $415.00 4.00
W22
G876 ADD: HANDSET/HANGUP COILED Ctw E $60.00 $192.00
2
4 G87 ADD: AUXILARY SPKR 7.5 WATT $570.00 $912.00
GA0009
2 ADD: DUAL-CONTROL HARDWARE $62.00 $198.40
2
4 GA0009 8 CABLE,REMOTE MOUNT, 30 FT ($700,00) ($1,400.00)
2 W635GL Q1 APX7500 PROMIOTION SUB-TOTAL $11,102.00
APX7000 U I IF PORTABLE $2,632.00 $4,211.20
2 H97TGD9PW1 N APX7000 DIGITAL PORTABLE RADIO $0.00 $0.00
2 QA00576 ADD:UHF RANGE 2 SECONDARY BAND $0.00 $0.00
2 QA00574 ADD: VHF SECONDARY BAND $515.00 $814.00
2 Q806 ADD: ASTRO DIGITAL CAI OPERATION $1,500.00 $2,400.00
ADD: SMARTZONE SYSTEM SOFTWARE $25.00 $40.00
2 H38
1427 ALT: IMPACT GREEN $500.00 $800.00
2 QA0
2 QA01427 ADD: LARGE COLOR DISPLAY AND FULL KEYPAD $1,000.00 $1,600.00
A00579 ADD: ENABLE DUAL BAND OPERATION $300.00 $480.00
2 Q
2 QA0 ADD:P25 9600 BAUD TRUNKING $150.00 $240.00
2 Q53 ADD: FRONT PANEL PROGRAMMING(FPP) $0.00 $0.00
2 QA01749 ADD: ADVANCED SYSTEM KEY-SOFTWARE KEY $86.25 $172.50
2 WPLN4080 APX 7000 IMPRES CG SU APX7000 US/NA/CAILA $70.80
MLN7080 APX 7000 LEATHER CARRY CASE W/2.75° SWIVEL BELT LOOP FOR NNTN70: $44.25 6.60 $154.56
2 P 118.13
2 NTN7038 APX 7000 IlvIPRES LIION 2900MAH SUBMERSIBLE(IP67)BATTER
2 PMMN4062
APX7000 IMPRES RSM,NOISE CANC, EMERGENCY BUTTON 3.5MM JACK IP5, ($73.Op) ($1,400.00)
2 W635GL QI APX7500 PROMIOTION SUB-TOTAL $9,701.19
QUOTE PAGE TOTAL $31,077.99
QUOTE TERMS AND CONDITIONS: g y applicable taxes.
1.Quotes are exclusive of all installation and programming char es(unless express) stated)and all app
2.Purchaser will be responsible for shipping costs,which will be added to the invoice.
3.Title will pass upon shipment,risk of loss will pass upon delivery to purchaser's facility.
4.Ordered equipment may be returned for a full refund,less a 20%restocking fee,if the equipment is returned unused and
undamaged in its original packaging with in six months after shipment.
5.Prices quoted are valid for thirty(30)days from the date of this quote.
6.Unless otherwise stated,payment will be due within ten days after invoice. applies to all ordered equipment
7.Motorolas standard equipment warranty(which will be furnished upon request)app
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE ORDERED PRODUCTS,EXPRESS OR IMPLIED
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8 OFF THE PRODUCTS WITH LIABILITY
RES RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. NOD O EVENT WILL RMOTOROLE
A
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
9.These terms will prevail over any inconsistent or additional terms on any purchase order submitted by the purchaser.
ELGIN-
THE CITY IN THE SUBURBS
DATE: March 25, 2011
TO: Mike Baker, Assistant Fire Chief
FROM: Jennifer Quinton, Deputy City Clerk
SUBJECT: Resolution No. 11-48, Adopted at the March 23, 2011, Council Meeting
Enclosed you will find the agreement listed below. Please distribute this please feel free to
party and keep a copy for your records if you wish. If you h Ve y questions
contact our office 847-931-5660 and we will do our best to assist you. Thank you.
Agreement with Motorola Solutions, Inc. for Mobile Radios, Portable
Radios and Associated Hardware