16-48 Resolution No. 16-48
RESOLUTION
AUTHORIZING EXECUTION OF A SERVICES AGREEMENT WITH
MOTOROLA SOLUTIONS FOR MAINTENANCE OF INTRADO 911 AND
NON-EMERGENCY PHONE SYSTEMS
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 RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a services
agreement on behalf of the City of Elgin with Motorola Solutions for maintenance of Intrado 911 and
non-emergency phone systems, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: April 13, 2016
Adopted: April 13, 2016
Omnibus Vote: Yeas: 8 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
MOTOROLA SOLUTIONS SERVICES AGREEMENT
Attn:National Service Support/4th fl Contract Number: S00001025108
1301 East Algonquin Road Contract Modifier: RN28-JAN-16 15:12:23
(800)247-2346
Date: 01/28/2016
Company Name: City of Elgin Required P.O.: No
Attn: Customer#: 1000260737
Billing Address: 151 Douglas Bill to Tag#: 0004
City, State, Zip: Elgin, IL 60120 Contract Start Date: 02/01/2016
Customer Contact: Public Safety Systems Specialist Contract End Date: 01/31/2017
Phone: (847)289-2574 Anniversary Day: Jan 31st
Payment Cycle: ANNUAL
PO#:
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
***** Recurring Services *****
SVCOISVC1101C ASTRO INFRASTRUCTURE REPAIR W/ADV REPL $192.50 $2,310.00
2 SVC060AD INTRADO 911 SITE
SVCO1SVC1102C ASTRO DISPATCH SERVICE $72.50 $870.00
2 SVC084AD INTRADO 911 SITE
SVCO1SVC1405C NETWORK PREVENTATIVE MAINTENANCE A $74.06 $888.72
2 SVC126AD INTRADO 911 SITE
SVCOISVC1410C ONSITE INFRASTRUCTURE
RESPONSE-STANDARD- FSO SUPPORT •INCLUDED BELOW
2 SVC093AD INTRADO 911 SITE
SVCO1 SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $553.85 $6,646.20
2 INTRADO 911 SITE
SVCO2SVC0447A SP-INTRADO ONSITE SUPPORT* $3,759.84 $45,118.08
18 E911 CALL TAKER POSITION
SVCO2SVC0449A SP-INTRADO SOFTWARE SUBSCRIPTION $3,358.97 $40,307.64
3 INTRADO 911 SITE
SVCO2SVC0450A SP-INTRADO SOFTWARE PROTECTION &TECH $830.77 $9,969.24
SUPPORT
2 INTRADO 911 SITE
SPECIAL INSTRUCTIONS-ATTACH Subtotal- Recurring Services $8,842.49 $106,109.88
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal-One-Time Event
Services $ .00 $ .00
Total $8,842.49 $106,109.88
Intrado Site IDs: Taxes - -
INTRDO1401 D33-911 MAIN DISPATCH Grand Total $8,842.49 $106,109.88
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
INTRD01401 D34-911 BACK UP DISPATCH JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA.
Subcontractor(s) City State
MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL
MOTOROLA-STARCOM 21 (D0999) SCHAUMBU IL
RG
MOTOROLA SYSTEM SUPPORT CTR-CALL SCHAUMBU IL
CENTER D0066 RG
INTRADO INC LONGMONT CO
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Con.iions,a copy of i h is a / . d to this Service Agreement, is incorporated herein by this reference.
,, /// / CITY MANAGER April 13, 2016
A T;r• IZED CUSTOMER S/ AT•RE TITLE DATE
City of Elgin
By: SEAN R. STEGALL
aC STOMER (PRINT NAME) 1.
f{ J: ./;(T�Z. CUSTOMER SUPPORT MANAGER , C��Cl�l. 12 , 3_01(0
MOTOROLAIREPRESENTA�NATURE) TITLE DATE
PATTY BLOCKER 847-683-9560
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: City of Elgin
Contract Number: S00001025108
Contract Modifier: RN28-JAN-16 15:12:23
Contract Start Date: 02/01/2016
Contract End Date: 01/31/2017
Service Terms and Conditions
Motorola, I nc. ("Motorola")and the customer nam ed i n t his Agreement("Customer") hereby agree as
follows:
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2)
installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service
Agreement or the I nstallation A greement, as ap plicable; and any of her attachments, al I of which ar e
incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,these
Service Terms and Conditions take precedence over any cover page, and the cover page takes
precedence over any attachments, unless the cover page or attachment states otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3. "Services"means those installation, maintenance, support,training, and other services described
in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these S ervice Terms and C onditions and a grees t o pay the pr ices set forth i n the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of
this Agreement begins on the"Start Date"indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then-applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used;the E quipment will be serviced a t I evels s et forth i n the m anufacturer's product m anuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If C ustomer pur chases f rom Mot orola ad ditional equipment t hat bec omes par t of t he s ame
system as the initial Equipment, the additional equipment may be added to this Agreement and will be
billed at the applicable rates after the warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for
this Equipment will terminate at the end of the month in which Motorola receives the written notice.
4.5. Customer must s pecifically identify a ny Equipment t hat i s I abeled intrinsically safe for us e i n
hazardous environments.
Service Terms and Conditions City of Elgin March 6,2013
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for
any reason, Motorola may modify the scope of Services related to that Equipment; remove that
Equipment from the Agreement; or increase the price to Service that Equipment.
4.7. Customer must promptly not ify Mo torola of any E quipment failure. Motorola will respond to
Customer's notification in a m anner consistent with the I evel of S ervice purchased as indicated in t his
Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance
with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming
Equipment; ac cessories, belt c lips, b attery c hargers, c ustom or s pecial products, m odified un its, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower I ighting,du plexer, combiner, or multicoupler. Mot orola h as no ob ligations for an y t ransmission
medium, such as telephone lines, computer networks,the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at
Customer's location, Customer will provide Motorola, at no charge, a no n-hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment i s i nterfacing s o t hat M otorola m ay per form its S ervices. U nless otherwise stated in t his
Agreement,the hours of S ervice will be 8:30 a.m.t o 4:30 p.m., I ocal time, excluding weekends an d
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses.
Section 7 CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty-four(24)hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in
advance for each payment period. All other charges will be billed monthly, and Customer must pay each
invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for
all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a
result of Services rendered under this Agreement(except income, profit, and franchise taxes of Motorola)
by any governmental entity.
Service Terms and Conditions City of Elgin March 6,2013
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-
perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-
conforming Service. MO TOROLA D ISCLAIMS ALL OTHER WARRANTIES, EX PRESS 0 R I MPLIED,
INCLUDING T HE I MPLIED WARRANTIES 0 F M ERCHANTABILITY A ND F ITNESS F OR A
PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default. The non-performing party will have thirty
(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. I fthe non-performing party fails to
provide or implement the cure plan, then the injured party, in addition to any other rights available to it
under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination.
All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
10.3 Customer may terminate this Agreement (in whole or in part) at any time. To exercise this right,
Customer must provide t o Mot orola formal written notice at least thirty(30)d ays i n a dvance oft he
effective date of the termination. The notice must explicitly state the effective date of the termination and
whether the contract termination is i n whole or in part, and i f in part, which part is being terminated. If
Customer exercises this right to terminate for convenience, it will be I iable to pay Motorola for: 1) the
portion of the Contract Price attributable to the Equipment and/or Software delivered, and all services
performed, on or bef ore the of fective dat e of the termination; 2) for reasonable proposal or contract
preparation c osts and ex penses; and 3) costs and ex penses t hat Mot orola i ncurs as a r esult of t he
termination of t he A greement, i ncluding b ut not limited t o c osts and ex penses as sociated with
cancellation of subcontracts, restocking fees, and removal of installation or test equipment. If the portion
of the Contract P rice and/or t he recoverable costs and ex penses attributable t o t he t ermination of the
Agreement are not readily ascertainable, Customer will be liable to pay Motorola for the reasonable value
of such Equipment, Software, services, costs and expenses. Notwithstanding the above, Customer shall
have no right to terminate this Agreement for the purpose of procuring any of the same or substantially
similar Equipment, Software, or services from another vendor, or if Motorola has given Customer a notice
of default and such default has not been cured.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total I iability, whether f or br each 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 price of twelve(12) months of Service provided under this Agreement. ALTHOUGH
THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF U SE,T IME, DATA, GOOD W ILL, REVENUES, PROFITS 0 R SAVINGS; OR OTHER S PECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA 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(1)year after the accrual of the cause of action, except
Service Terms and Conditions City of Elgin March 6,2013
for money due upon an open account. This limitation of liability will survive the expiration or termination
of this Agreement and applies notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This A greement supersedes al I prior and c oncurrent agreements and and erstandings between
the par ties, whether written or or al, r elated t o t he S ervices, and t here a re no agr eements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement m ay n ot b e a mended or m odified ex cept b y a written agreement s igned b y aut horized
representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either par ty be bo and by an y t erms contained in a C ustomer purchase or der,
acknowledgement, or other w ritings u nless: the purchase or der, ac knowledgement, or of her writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this A greement; and the purchase or der, ac knowledgement, or of her writing is s igned b y au thorized
representatives of both parties.
Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
not disclose, without Motorola's written permission or as required by law, any confidential information or
data to a ny person, or use confidential information or data for any purpose other than performing its
obligations u nder t his Agreement. T he o bligations set forth i n t his Section s urvive the ex piration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in
any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will
have no obligation t o pr ovide C ustomer w ith access t o its c onfidential and proprietary information,
including cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including
any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer i s solely responsible for obtaining I icenses or ot her authorizations required b y t he F ederal
Communications Commission or any other federal, state, or local government agency and for complying
with a II r ules and r egulations r equired b y governmental agencies. N either Motorola n or an y of its
employees is an agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hire, engage on contract, solicit the employment of, or recommend employment to any third party of
any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision a pplies only to those em ployees of Mot orola or its s ubcontractors who are responsible for
rendering services under this Agreement. If this provision is found to be overly broad under applicable
law, it will be modified as necessary to conform to applicable law.
Service Terms and Conditions City of Elgin March 6,2013
Section 16 MATERIALS,TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
fort he pu rpose of t his A greement w ill be an d remain t he s ole pr operty of Motorola. C ustomer w ill
safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, an d return it to Motorola upon request. This property will b e hel d by C ustomer for
Motorola's use without charge and may be removed from Customer's premises by Motorola at any time
without restriction.
Section 17 GENERAL TERMS
17.1. If an y c ourt r enders an y portion of t his Agreement unenf orceable, the remaining terms w ill
continue in full force and effect.
17.2. This A greement a nd the rights and d uties of the p arties will b e g overned a nd i nterpreted in
accordance with the laws of the State in which the Services are performed.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party's reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola m ay as sign i ts r ights and ob ligations, and m ay s ubcontract a ny portion of i ts
performance, under this Agreement.
17.6. This agreement shall terminate upon the effective date of the warranty coverage related to the
City of Elgin contract# 12-23241/CR.
Service Terms and Conditions City of Elgin March 6,2013