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HomeMy WebLinkAboutResolution - 2220 - Contract - Burroughs Corporation - Item Processing Systems - 01_09_1986Resolution #2220 January 9, 1986 Agenda Item #34 HW:da RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a contract with Burroughs Corporation for Item Processing Systems, a copy of which is attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as fully copied herein in detail. Passed by the City Council this 9th day of January 1986. AL 4NRY,;-MAYO ATTEST: anette t3oya, laity Secretary APPROVE AS TO CONT Gene ads, rchasing Manager APPROVED AS TO FORM: Harold Willard, Assistant City Attorney CITY OF LUBBOCK ITEM PROCESSING PROPOSAL RFP # 8764 Ammendments to Configuration, Prices, Terms, and Conditions Bid. 1. Special Conditions 14 (on p.5 of 10 of Special Conditions of the Agreement) is ammended so that the first sentence reads: "Title to the equipment shall vest in owner upon acceptance of the equipment by owner." 2. Special Condition 15 (c) is deleted. 3. The following sentence is added to paragraph c. of Attachment A, Equipment Maintenance Agreement. "Customer may attach an FCC compliant modem." 4. As regards the acceptance test, all references to 95% uptime are ammended to read 90%. Additionally, downtime shall only accure during the maintenance -covered hours of 7:00 a.m. to 4:00 p.m., Mon. -Fri., holidays excluded. Uptime shall accrue at all other times. 5. The hardware configuration and pricing is ammended to: S4906 SP Console $56,150.00 A7131 E13B Encoder INC. A7146 Endorser INC. A2117 OCR B Font INC. A5112-2 12 Pocket Stacker 9,900.00 A6167 Black Band Detect 150.00 A7155 Alpha Keyboard 600.00 A5325-8 Microfilm 8,500.00 A5373-1 Data Set Adapter 800.00 XC301 101' DS Cable 132.00 Discount $(17,228.43) Total Net $ 59;003.57 - - (Title) . (Date)_. -- - (Authorized Signature VICE PRESIDENT / GENERAL MANAGER . SOUTHWEST REGION (Title) JAN 0 3 1996 (Date)- r SPECIAL CONDITIONS OF THE AGREEMENT Pursuant to Section 27 of thre General- Conditions of the Agreement. the following provisions are hereby incorporated into the contract document as if contained therein and set forth at length. In the event these provisions conflict with the General Conditions, these Special Conditions shall control. 1. Paragraph 1 of Section 5 of the General Conditions of the Agreement is amended to read: "Except as otherwise specified in the Special Conditions, whenever the words "Directed," "Permitted," Designated," "Required "Considered Necessary," "Prescribed, "or words of like import are used, it shall be understood that the direction, requirement, permission, order, designation or prescription of the Owner's Representative is intended, and similarly, the words "Approved," "Acceptable, " "Satisfactory," or words of like import shall mean approved by or acceptable or satisfactory to the Owner's Representative. 2. Paragraph 2 of Section 5 of the General Conditions notwithstanding, the interpretation of the meaning of the words, terms or clauses defining the character of the work shall be governed by the intent of the parties as set out in writing in the Agreement, and said work shall be performed in accordance r with the written provisions of this Agreement. l 3. WRITTEN NOTICE: Written notice to Burroughs Corporation shall be sent to: Jake Wagner, Branch Sales Manager Burroughs Corporation 5625 Villa Drive Lubbock, Texas 79452 4. Section 8 of the General Terms is amended to read as follows: "The term "Substantially Completed" means that the Computer System provided under this agreement has successfully completed the acceptance test but may still require minor miscellaneous work and adjustment." 5. Any instructions given by Owner's representative to Vendor's superintendent shall be consistent with the terms and conditions of this Agreement and may not alter any of the terms and conditions contained herein. 6. Section 11 of the General Conditions is amended to add the following sentence at -the end: "However, -upon delivery, Owner shall be responsible for any loss or damage to the eq-uipment provided under this Agreement caused by Owner or by anything under Owner's control." SPECIAL CONDITIONS PAGE 1 of 10 7. The first sentence of Section 12 of the General Conditions is amended to read as follows: "It is further agreed that it is the intent of this contract that all work described in the proposal, the specifications, plans and other contract documents, i s to be done for the prices quoted by the Vendor and that such price shall include all appurtenances necessary to complete the work in accordance with the specifications of this Agreement." 8. Certificates of Insurance, in satisfaction of Section 14 of the General Conditions are included in the proposal. 9. Paragraph 15 of the General Conditions is amended to read as follows: "Patent and Copyright Indemnity: The Vendor (Burroughs) shall pay all royalties and license fees which it owes to any third parties under this Agreement, and shall provide for the use of any design, device, material or process covered by letters, patent or copyright by suitable legal agreement with the Patentees or Owner thereof. Burroughs shall defend or settle any suit or proceeding brought against Owner to the extent that such proceeding is based on a claim that any equipment or Program Products furnished hereunder and made to Burroughs specifications and used within the scope of this Agreement constitutes an infringement of a copyright in the United States or an existing United States patent, provided Burroughs is notified promptly in writing and is given complete authority and available information required for the defense of same and Burroughs shall pay all { damages and costs awarded therein against Owner, but Burroughs shall not be responsible for any cost, expense or compromise incurred or made by Owner without Burroughs prior written consent. "In the event any equipment or Program Product (s) furnished hereunder are in Burroughs opinion likely to or do become the subject of a claim of infringement of a copyright or patent, Burroughs may at its option and expense procure for Owner the right to continue using such equipment or Program Products, modify them to make them non -infringing or substitute other materials of similar capability. If Burroughs is not reasonably able to modify, replace or otherwise procure for Owner the right to continue using the equipment and Program Products, Burroughs will remove the equipment or Program Products at its own expense and refund to Owner the amount paid in excess of a reasonable rental for past use. If in Burroughs opinion, none of the foregoing alternatives is reasonably available to Burroughs, then Burroughs may terminate the license of Program Products upon thirty (30) days written -notice to Owner. If, however, the Program Product is not the subject of a claim for copyright infringement, Owner may notify Burroughs in writing during the thirty (30) days after Burroughs notice of termination that Owner elects to continue using the same until there has been an injunction or the claim has been withdrawn, and Owner agrees to SPECIAL CONDITIONS PAGE 2: of 10 r ( undertake at Owner's sole expense the defense of any action involving such claim and to indemnify Burroughs with respect to all costs, damages and attorney fees attributable to such continued use by Owner after such notice is- given to Burroughs; it being understood that Burroughs may participate at its expense in the defense of any such action if such claim is against Burroughs. Burroughs shall not be liable for.any infringement or claim thereof based upon use of equipment in combination with other equipment or software not supplied by Burroughs or with modifications made by Owner or others. Burroughs shall have no liability for any claim of copyright or patent infringement based upon the use of other than a current unaltered release of the Program Product (s) available from Burroughs if such infringement would have been avoided by the use of a current unaltered release of the Program Product (s) with any other programs or data. "The foregoing states the entire liability of Burroughs to Owner with respect to infringement of any copyrights or patents. The provisions of this paragraph on "Patent and Copyright Indemnity" shall survive the termination of this Agreement." 10. The second paragraph of Section 18 is amended to read as follows: "If the Vendor should neglect, fail or refuse to complete the work with 180 days of receipt of Notice to Proceed or any proper extension thereof granted by the Owner, then the Vendor does hereby agree as part of the consideration for the awarding of this contract, that Owner may withhold permanently from Vendor's total compensation, the sum of five hundred Dollars ($500.00) per day, not as a penalty, but as liquidated damages and 0wner's sole and exclusive remedy, for the breach of the contract as herein set forth for each and every calendar day that the Vendor shall be in default after the time stipulated for completing the work, up to a maximum amount of $10,000. Payment of liquidated damages is contingent upon Owner issuing a single notice to proceed and not delaying the project an any point." 11. ACCEPTANCE TEST The acceptance test for the computer system shall be as follows: The acceptance test is defined as a demonstration of the ability of the offered equipment to function in the City of Lubbock's operational environment for an extended period of time at 95% level of effectiveness. The effectiveness level for the offered equipment is computed by dividing the operation use time by the sum of operational use time plus downtime. i SPECIAL CONDITIONS PAGE 3 of 10 r Downtime is defined as the time during which the offered system is not usable for production purposes due to its malfunction. Downtime is measured from the time the City of Lubbock notifies the offeror's maintenance personnel of the.malfunction until the offered equipment is returned to operational use. Operational use time is defined as the time during which the offered system is usable for production purposes. Operational use time and downtime shall be measured in hours and whole minutes. The city of Lubbock shall be responsible for maintaining appropriate records from which to determine the effectiveness 1 evel . The acceptance test shall commence at a mutually agreeable time within 48 hours after the City of Lubbock receives formal written notification that the offered system is installed, tested, and ready for use. The acceptance test shall be completed when the offered system has operated at a 95% level of effectiveness far a period of thirty (30) consecutive days. In the event the system does not meet the standard of performance during the initial thirty (30) consecutive days, the standard of performance test shall continue on a ,day-by-day basis until the standard of performance is met for a total of thirty (30) consecutive days. If the equipment fails to meet the standard of performance after ninety (90) calendar days from the installation date, City of Lubbock shall either: 1) require replacement of the offered system, 2) terminate the contract, or 3) accept the system at its then current level of performance. By mutual agreement of the parties. the acceptance test may be extended an additional 30 day period. If the offered system is replaced, the acceptance test starts over. If the City elects to terminate the contract due to failure of the equipment to successfully complete the performance test set out herein, the City shall immediately give Burroughs written notice of termination and convey title in the system back to Burroughs, Burroughs shall immediately remove the equipment , software and associated documentation, and the agreement shall be terminated with no liability or penalty to either party. The Computer System shall not be accepted and no -hardware or maintenance charges shall be paid until the standard of performance test is satisfied. SPECIAL CONDITIONS PAGE 4 of 10 12. LIABILITY UNDER THIS AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT OF THE PERFORMANCE BOND, OR, IN THE EVENT OF FAILURE OF BURROUGHS TO COMPLETE THE WORK WITHIN 180 DAYS OF RECEIPT OF THE NOTICE TO PROCEED, TO THE LIQUIDATED DAMAGES•SET FORTH IN SECTION 18 OF THE GENERAL CONDITIONS. IN NO EVENT SHALL VENDOR BE LIABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THE AGREEMENT OR OBLIGATIONS UNDER THE AGREEMENT. Owner shall assume full responsibility far the overall effectiveness and efficiency of the operating environment in which Burroughs equipment and software are to function. No action arising out of any claimed breach of the Agreement or transactions under the Agreement may be brought by either party more than two (2) years after the cause of action has accrued. 13. FORCE MAJEURE Burroughs shall not be in default by reason of any failure of its performance under this Agreement if such failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, default of manufacturer or a supplier as subcontractor, quarantine restrictions, epidemic, or catastrophe, or lack of timely instructions or essential information from the other party. Any schedule or time for performance set out in this Agreement or Request for Proposal shall be extended as necessary to overcome the effects of such force majeure. 14. TITLE Title to the equipment shall vest in Owner upon shipment of the equipment to Owner. Burroughs shall retain a security interest in the equipment until the entire balance of the List Price and all other monies payable hereunder are paid in full. Owner will execute., upon request, financing statements deemed necessary or desirable by Burroughs to perfect its security interest in the equipment. Owner authorizes Burroughs to file a copy of this security agreement or a financing statement' as a financing statement. A financing statement may be filed without Owner's signature on the basis of this security agreement where allowed by law. C SPECIAL CONDITIONS' PAGE 5 of 10 15. INSTALLATION (a) Installation will be performed during Burroughs normal working hours at no additional charge. . - If installation or removal of the equipment by Burroughs is precluded by local law, union agreement or otherwise, Burroughs will supervise the installation or removal and Owner will bear any additional, costs caused thereby. ( b ) Owner shall prepare the site to meet Burroughs installation specifications which have been provided to Owner and the site shall be ready to receive the equipment at the time scheduled for delivery. It shall be Owners' responsibility to maintain environmental conditions meeting Burroughs specifications. ( c ) The Owner shall provide adequate working space within reasonable distance 6f the equipment for use of Burroughs personnel. 16. LIMITED EQUIPMENT WARRANTY ( a ) BURROUGHS WARRANTS THAT: (i) NO APPLICABLE STATUTE, REGULATION OR ORDINANCE OF THE UNITED STATES OR OF ANY STATE HAS BEEN VIOLATED IN THE MANUFACTURE AND SALE OF THE EQUIPMENT; (ii) BURROUGHS HAS TITLE TO THE EQUIPMENT AND THE RIGHT TO SELL IT; ( i i i ) EQUIPMENT PURCHASED UNDER THIS AGREEMENT MAY BE EITHER NEWLY MANUFACTURES, OR ASSEMBLED BY BURROUGHS FROM NEW AND/OR SERVICEABLE USED PARTS (EQUIVALENT TO NEW IN PERFORMANCE) OR EQUIPMENT WHICH HAS BEEN PREVIOUSLY INSTALLED; AND (iv) THE EQUIPMENT DELIVERED UNDER THIS AGREEMENT SHALL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE AND SERVICE MAINTENANCE FOR A PERIOD OF NINETY (90) DAYS FROM DATE OF INVOICE ON B20 AND SR110 PRODUCTS; AND ONE (1) YEAR FROM DATE OF INVOICE ON ALL OTHER PRODUCTS, PROVIDED THE EQUIPMENT HAS RECEIVED THE NORMAL REQUIRED MAINTENANCE SERVICE. NO FREE MAINTENANCE IS INCLUDED IN THIS WARRANTY, UNLESS OTHERWISE SPECIFIED IN THIS AGREEMENT. (b) WRITTEN NOTICE AND AN EXPLANATION OF CIRCUMSTANCES CONCERNING ANY CLAIM THAT THE EQUIPMENT HAS PROVED DEFECTIVE IN MATERIAL OR WORKMANSHIP SHALL BE. GIVEN PROMPTLY BY OWNER TO BURROUGHS. OWNER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF DEFECT IS EXPRESSLY LIMITED TO THE CORRECTION OF THE DEFECT BY ADJUSTMENT, REPAIR OR REPLACEMENT, AT BURROUGHS ELECTION AND SOLE EXPENSE, EXCEPT THAT THERE - SHALL BE NO OBLIGATION TO REPLACE OR REPAIR ITEMS WHICH BY THEIR NATURE ARE EXPENDABLE. (c) NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE EQUIPMENT SHALL BE OR BE DEEMED TO BE A WARRANTY BY- BURROUGHS FOR ANY PURPOSE, NOR GIVE RISE TO ANY LIABILITY OR OBLIGATION OF BURROUGHS WHATSOEVER. SPECIAL CONDITIONS PAGE 6 of 10 r ( d ) EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. • (e) IN THE EVENT OF EMPLOYMENT BY OWNER OF ANY NON-BURROUGHS ATTACHMENT, FEATURE, OR DEVISE ON THE EQUIPMENT, OR ANY _PART THEREOF, FURNISHED BY BURROUGHS HEREUNDER, WHICH HAS NOT BEEN APPROVED IN WRITING BY BURROUGHS, BURROUGHS SHALL NOT BE LIABLE UNDER THIS WARRANTY. THE APPROVAL OF THE USE OF ANY NON- BURROUGHS ATTACHMENT, FEATURE, OR DEVICE SHALL NOT BE DEEMED TO BE REPRESENTATION, WARRANTY OR UNDERSTANDING BY BURROUGHS REGARDING THAT NON-BURROUGHS EQUIPMENT INCLUDING ITS PERFORMANCE IN CONJUNCTION WITH BURROUGHS EQUIPMENT. 17. LICENSE Burroughs grants to Owner and Owner hereby accepts, subject to 'y the limitations in the Agreement, a personal, nonexclusive, nontransferable right and license to use the software (hereinafter "Program Products)") on the Computer System sold under this Agreement (Designated Computer System) and to use the Related Materials in conjunction therewith. A separate license is required for each Designated Computer System into which the Licensed Program or any portion thereof is i read in machine-readable form for operation on such System; PROVIDED, HOWEVER, this License may be temporarily transferred to a back-up system if the Designated Computer System is inoperative because of conditions beyond Owner's control. 18. TERM OF LICENSE Each license shall commence upon receipt by Owner of any Program Product material and shall remain in effect for each respective Program Product as follows: If a monthly license fee is applicable, until terminated by Owner upon on month's prior written notice or cancelled by Burroughs as provided hereinafter. If no monthly license fee is.applicable, until Owner ceases using the Program Product on the Designated Computer System. 19. CLASSIFICATION OF WARRANTY Each Program Product and. each release of a Licensed Program will be classified by Burroughs in Class "I". or "2 warranty as defined below. Burroughs reserves the right to alter, modify or change the design specifications_ and class of warranty of each release of -a Licensed Program or Program Product. i SPECIAL CONDITIONS PAGE 7 of 10 20. CHANGE IN WARRANTY CLASS Burroughs may at its sole discretion change the Warranty Class of any Program Product(s) and/or release of -a Licensed Program hereafter without liability to Owner. The warranty services to be provided after such change shall be as set forth in the newly designated category. 21. PERMISSION TO COPY, MODIFY AND USE Any Licensed Program furnished by Burroughs in machine-readable form may be copied in whole or in part by Owner for use with the Designated Computer System, PROVIDED, HOWEVER, that only the number of copies required to serve Owner's actual need for the Designated Computer System shall be made. Owner agrees that the original copy of all Program Products furnished by Burroughs and all copies thereof made by Owner are and shall remain the sole property of Burroughs. An original or a copy of the Program Product(s) may be kept in storage at a location separate from that of the Designated Computer System. Owner agrees to notify Burroughs immediately in writing of the location of such backup and safekeeping originals or copy upon request by Burroughs. Owner shall have the right to modify any application Licensed �. Program supplied by Burroughs for Owner's use under this License, and may combine such with other programs or materials to form an updated work, PROVIDED, HOWEVER, upon discontinuance or termination of rights granted under this License, the Licensed Program supplied by Burroughs shall be completely removed from the updated work and all of such Licensed Programs, copies thereof (in whole or in part) and Related Materials shall be returned to Burroughs or disposed of in accordance with written instructions from Burroughs. Owner expressly agrees to include Burroughs copyright notice and proprietary notice on all copies, in whole or in part, in any form, including machine language, made by Owner in accordance with this License. 22. PROTECTION AND SECURITY Owner agrees not to disc -lose, publish, release, transfer or otherwise make available any Program Product(s),_ in any form, to any person, other than Owner's or Burroughs_ employees without prior written consent from Burroughs except during the period any such person is on Owner's premises for purposes specifically related to Owner's use of the Program Product(s). Owner a! so agrees that the Program Product(s) are the property of and proprietary to Burroughs and further agrees- to protect the SPECIAL CONDITIONS PAGE 8 of 10 i i Program Product(s) or any part thereof from unauthorized disclosure by its agents, employees or customers. 23. PROGRAM PRODUCT WARRANTY Each licensed Program Product classified as Warranty Class "1" is warranted to conform to the design specification for that release as designated in the Program Product specification or similar applicable release issued by Burroughs. EACH RELEASE OF A PROGRAM PRODUCT CLASSIFIED IN Warranty Class "2" IS LICENSED ON AN "AS IS" BASIS WITH ANY WARRANTY. The warranty for Warranty Class "1" is applicable to each unaltered release of the Licensed Program commencing on the date of its delivery to the Owner and terminating ninety (90) days thereafter or upon termination of the license, whichever is earlier. ' Owner agrees that its sole and exclusive remedy and Burroughs sole obligation, if a Licensed Program warranted hereunder fails to conform to the applicable design specifications and Owner advises Burroughs of such failure in writing during the term of the warranty, is for Burroughs to provide programming services to attempt to correct any defect. For purposes of this Agreement, non-conformance to design specification and the term "defect" shall mean only significant deviations from the design {, specifications for such current release of the Licensed Program. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, 'EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 24. RESPONSIBILITY OF THE OWNER Owner shall be exclusively responsible for the supervision, management and control of its use of the Licensed Program, including but not limited to: ( 1 ) assuring proper machine configuration, program installation, audit controls and operating methods, (2) establishing adequate backup plans, including, for example, alternate procedures and access to qualified technical personnel to aid in diagnosis and to assist in repair of Licensed Program defects in the event of error, -defect or malfunctions and, (3) implementing sufficient procedures to satisfy its requirements for security and accuracy of input and output as well as restart and recovery in the event of a malfunction. 25. CANCELLATION ON DEFAULT Each license granted hereunder may be cancelled by Bur -roughs, -if Owner is in default in payment -of any amount due under this SPECIAL CONDITIONS PAGE 9 of 10 Agreement for a period of one (1) month or may be cancelled at any time upon default by the other party of any other covenant of this License if such default is not corrected within two (2) months after receipt of written notice thereof. Said written notice must set forth particulars of the alleged fault. Owner's obligation to pay charges which have accrued and any damages arising from its breach of this License shall survive cancellation. The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy herein provided or otherwise available to Burroughs shall impair or affect Burroughs right to exercise the same. Any extension or indulgence (which must be in writing) shall not otherwise alter or affect Burroughs rights or obligations or be deemed to waiver thereof. 26. RETURN ON TERMINATION Within thirty (30) days after the termination or cancellation for any reason, of a license granted hereunder, Owner shall deliver to Burroughs the Licensed Program and Related Materials related to such Licensed Program and all copies thereof in whichever form, including partial copies which may have been modified by Owner or Burroughs, or an executed Burroughs Program Products License Certificate of Discontinuance so certifying. Upon prior written authorization from Burroughs, Owner may be permitted for a specific period thereafter to retain one copy of certain Materials for record purposes. 27. Equipment Maintenance Agreement: Except as modified by the contract, equipment maintenance services provided by Vendor to Owner shall be subject to the terms and conditions of the Maintenance Agreement attached hereto as Ut' hment A". 28. Program Product Services Agreement: Except as modified by the contract, program product services provided by Vendor to Owner shall be subject to the terms and conditions of the Program Products Services Agreement attached hereto as l iathment B". 29. Agreement for System Services and Support:` Except as modified by the contract, programming and other technical services provided by Vendor to Owner shall be subject to the terms and conditions of the Agreement for System Services and Support attached hereto as-ac.h�ae* ' SPECIAL CONDITIONS PAGE 10 of 10 Co� ur=!Isey TI�NMQaIkPi1� ` HARDWARE DETAIL COST Equipment Purchase 5X9 Qty. Description Price Mon. -Fri. M.A./Month 1 S4906 SP Console $56,150.00 $490.00 1 A7131 E13B Encoder INC N/C 1 A7146 Endorser INC INC 1 A2117 OCR B Font INC N/C 1 A5112-2 12 Pocket Stacker 9,900.00 46.00 1 A6167 Black Band Detect 150.00 2.00 1 A7155 Alpha Keyboard 600.00 6.00 1 A5325-8 Microfilm 8,500.00 49.50 1 A567?-2 Channel Exp. 650.00 8.50 1 A5674-3 Tape Control 1,700.00 9.50 1 B9498 Tape Streamer 7,875.00 46.40 Subtotal 85,525.00 657.90 Less: 10% Disc. 8,552.50 x 12 months. Total $76,977.50 $7,894.80/yr. Optional: A5373-1 Data Set Adapter $800.00 $4.00 XC350 Data Set Cable 100.00 N/A SOFTWARE DETAIL COST Rem Processing Data Send Fine Sort Total Program ID S4000RPS S400ODSR S4000SRT One -Time Unlimited License $ 3,640 $1,260 $2,240 $7,140 Generation Charges 19800 1,200 600 3,600 Custom Modification 5,320 3,800 N/A 9,120 On -Site Installation/Training 4,200 1,200 1,200 6,600 Total $143,960 $7,460 $4,040 $26,460 Notes: Days On -Site Installation/Training 7 2 2 11 Annual Product Service Agreement-5 $395 $130 $235 $760 Data Send Program _provides for writing a transaction file (s) to an unlabeled 9 channel 1600BPI Magnetic Tape. ADDITIONAL INFORMATION I. Delivery Based on a November 22nd contract, Burroughs will deliver the S4900 hardware by February 7, 1986 or sooner. Soft- ware can be delivered simultaneously. II. Maintenance Coverage Prices bid are for 5x9 Coverage (5 days per week, Monday through Friday - 9 consecutive hours per day - excluding holidays). The nine consecutive hours begin at 8:00 a.m., but may be changed to begin at 7:00 a.m. for no additional cost. Extended coverage plans, such as 5x16 and 7x24 are available at an additional cost. III. Proposed Installation Schedule Task Date Duration 1. On -Site meeting with City to finalize record formats and document formats 12/3/85 1 day 2. Hardware delivery 2/7/86 1 day 3. Hardware Installation/ Testing 2/10/86 5 days 4. On Site Installation of 2/17/86 5 days and training on RPS and weekend DSR 2/14/86 4 days 5. On Site installation of and training on Fine Sort as desired 2 days IV. Acceptance Test Any downtime during the acceptance test shall accrue only during hours covered by the Maintenance Agreement. NOTE: Addiitonal planning meetings will be necessary at the City's convenience to address site preparations, etc. 1. 2. 3. G. 7. 8. s. Individual Cost Summary Item Processing System ITW( COST Purchase of equipment. $ 76, 972.50 Duration of warranty (months) no free maintenance period Maintenance for one year beyond and of warranty. 7,s94.8o Purchase of software 19, 860.00 Duration of software warranty (months) Maintenance and/or License fees for software for one year. 760, o0 Installation and checkout N/C Vendor on -site implementation support: User and DP training 6,600.00 Other on -sits support N/A Other costs for City of Delivery and 822.00 Lubbock implementation. Transportation Charges Individual Cost Summary Bail Opening and Extraction Equipment ITEM 1. Purchase of equipment. 2. Duration of warranty (months) 3. Maintenance for one year beyond end of warranty. 4. Installation and checkout 5. Vendor on -site implementation support: User and DP training Other on -site support 6. Other costs for City of Lubbock implementation COST No Bid 1. 2. 3. 4. 5. 6. Individual Cost Summary Document Jogger ITEK Purchase of equipment. Duration of warranty (months) Maintenance for one year beyond and of warranty. Installation and checkout Vendor on -site implementation support: User and DP training Other on -site support Other costs for City of Lubbock implementation VI. 3 COST No Bid r Attachment A /MSOlUtion #2220 BurrouSIhs Corporation Reference Number: EQUIPMENT MAINTENANCE AGREEMENT WITH THE OBJECTIVE OF KEEPING YOUR BURROUGHS EQUIPMENT IN SATISFACTORY AND EFFICIENT OPERATION, BUR - ROUGHS CORPORATION AGREES TO FURNISH MAINTENANCE SERVICE ON CUSTOMERS SITE ON THE EQUIPMENT LISTED ON THE EQUIPMENT MAINTENANMAGREEMENTADOENDUM, INCORPORATED HEREIN AND MADE PART HEREOF, IN ACCORDANCE WITH THE FOLLOWING PROVISIONS: a. PREVENTIVE MAINTENANCE AND f. OTHER SERVICES ENGINEERING CHANGES (1) When, in the opinion of BURROUGHS, rework or shop service is neces- BURROUGHS shall instal( mandatory and optional engineering changes and provide preventive maintenance and parts to .maintain equipment in good operating condition, as determined by BURROUGHS. This service will be provided during such hours between 0700 and 2400, Mondays through Fridays, excluding BURROUGHS recognized holidays, as are within the Remedial Maintenance hours identified in the EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM. Such addendum may be amended by mutual agreement with thirty days notice of a requested change. CUSTOMER will allow BURROUGHS full access to the equipment to provide the necessary maintenance, subject to CUSTOMER' industrial security rules. b. REMEDIAL MAINTENANCE (1) BURROUGHS will provide remedial maintenance, as required, during the days of the week and hours of the days identified in the EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM. All components located at the same site and interconnected by BURROUGHS' signal and power cables, or their equivalent, are required to be subject to the same designated Remedial Maintenance hours identified in the EQUIPMENT MAINTE- NANCE AGREEMENT ADDENDUM. Ifadditional machines or compo- nents are added to the equipment listed on the Addendum and are to be maintained hereunder, such additions will be accepted by BURROUGHS at the then current maintenance agreement rates. (2) If CUSTOMER requests remedial maintenance outside of the Remedial Maintenance hours identified in the EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM, BURROUGHS shall provide same, sub- ject to the availability of field engineers, at its hourly rates then in effect. Travel time to and from CUSTOMER's premises will be included in these charges. (3) Whenever equipment is regularly used outside of the basic eight (8) hour period CUSTOMER agrees to purchase coverage, via the EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM, for such "extended use period" at rates and policies then in effect. Remedial maintenance will then be provided at no additional cost during agreed upon "extended use period" coverage (excluding BURROUGHS recognized holidays). Once established, an "extended use period" shall continue for a minimum of three (3) months. (4) Parts necessary to insure proper functioning of the equipment will be furnished at no additional cost, excluding the parts cost of Series RE platens, print elements and motors. (5) Parts replaced under Remedial or Preventive Maintenance become the property of BURROUGHS. c. ATTACHMENTS CUSTOMER agrees not to employ additional attachments, features, or devices to the equipment, make alterations to the equipment, or permit the maintenance of the equipment by other than BURROUGHS' personnel without the written consent of BURROUGHS. BURROUGHS shall not be liable for loss or damage to CUSTOMER resulting therefrom, and CUSTOMER shall be liable to BUR - ROUGHS for any service costs incurred by BURROUGHS as a consequence thereof. d. FIELD ENGINEERING SPACE CUSTOMER will provide adequate working space within reasonable distance of the equipment for use of BURROUGHS field engineering personnel and facilities for storage and safekeeping of test equipment and spare parts. e. SUPPLIES (1) Equipment maintenance charges do not include the furnishing of supplies (such as ribbons, cards, paper tape, paper forms, or magnetic tape.) Only supplies which meet BURROUGHS specifications shall be used when the performance or maintenance of the equipment may be affected. (2) Ribbons supplied by BURROUGHS at established prices will be installed free of charge when other service work is being rendered. An appropriate charge will be made if a special trip is required. ACCEPTED BURROUGHS CORPORATION: Business Machines Group Branch: West Texas FL F' Id Engineering Manager VICE PRESIDENT / GENERAL I A,NAGIER sary, it will be provided in accordance with policies and rates then currently in effect, based on the age of the equipment from the initial sale date and the number of hours of the day and days of the week used. (2) In addition to the maintenance provided herein, BURROUGHS offers other maintenance, under separate agreements at applicable charges. CUSTOMER may contract with BURROUGHS for such additional cover- ages or services, as available, under written agreements. CUSTOMER and BURROUGHS agree that such additional services cannot be the subject of, and will not be provided by, an oral agreement. g. CHARGES (1) CUSTOMER agrees to pay maintenance charges upon submission by BURROUGHS ofa correct invoice therefor. Invoices shall be submitted on or about the first day of each period for which services are to be provided. Maintenance agreement rates are subject to change after the first billing, to those then in effect at the time of each subsequent billing. (2) This Agreement may be suspended by BURROUGHS, without notice, if payment is 30 days in arrears, or terminated by BURROUGHS, without notice if payment is 90 days in arrears. This Agreement may be terminated by either party at the end of any calendar month provided written notice of termination is given to the other party at least ninety (90) days prior to the date of termination. (3) Any applicable tax will be added to other charges specified. h. GENERAL PROVISIONS (1) BURROUGHS machines purchased from BURROUGHS subsequent to the execution of this agreement will be automatically included in this agreement at the then applicable current rates upon expiration of its maintenance period under the sale agreement, if any, unless CUSTOMER requests otherwise. The first invoice for maintenance for each machine under this agreement will serve as confirmation that the machine is so included. (2) The equipment must be in good operating condition on the effective date of this agreement. (3) Environmental conditions, electrical requirements and site facilities are to be in accordance with BURROUGHS installation recommendations and specifications. (4) BURROUGHS is not obligated under the terms of this Agreement to repair damage to equipment caused either directly or indirectly as a result of (1) nuclear radiation or radioactive contamination arising out of the use by CUSTOMER of radioactive material; (2) accident, negligence, or abuse, of or by CUSTOMER or third parties; (3) failure of CUSTOMER to maintain required environmental conditions; (4) causes external to the system such as electric power fluctuation or failures; (5) fire, windstorm, the elements, or acts of God; (6) attachment of nonBURROUGHS equipment or features to the equipment by CUSTOMER or third parties. Such repair will be rendered only upon specific order by CUSTOMER, and after approval by CUSTOMER of the estimated charges therefor. (5) This agreement shall be effective on the date accepted and executed by an authorized representative of BURROUGHS and is not transferable without the consent of BURROUGHS, and shall remain in effect until terminated as herein provided. (6) IN NO EVENT SHALL BURROUGHS BE LIABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR OBLIGATION UNDER THIS AGREEMENT. (7) BURROUGHS SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING OF MAINTENANCE SERV- ICES UNDER THIS AGREEMENT. CUSTOMER: Name: City of Lubbock Address: 916 Texas Ave. City: Lu o sta Lix. zip- 79 01 By Date: Title: _ 1900297 (REV. 3183) EQUIPMENT MAINTENANCE AGREEMENT ADDENDUM REFERENCE NUMBER, CUSTOMER BURROUGHS BRANCH ACCOUNT NUMBER PAGE 1 I City of Lubbock West Tx FL FE OF 1 EQUIPMENT LOCATION CHEC&ONE MODEL PLAN CHARGES PER Mont'. BASIC .EXTENDED 11 I MI-METRO110 METRO OR SERIAL NUMBER SALE DATE DESCRIPTION 5 X 9 O-OUTSIDE METRO ❑ -O SERIES PERIOD PERIOD S4906 12-12-86 SP Console 490.00 N/A A7131 E13B Encoder INC. A7146 Endorser INC. A2117 OCR B Font INC. A5112-2 12 Pocket Stacker 46.00 A6167 Black band Detect 2.00 A7155 Alpha Keyboard 6.00 A5325-8 Microfilm 49.50 A5373 -1 Data Set Adapter 4.00 ZZ REMEDIAL MAINTENANCE COVERAGE Total Basic Charge Total Extended -Fri. Days of the Week Covered Mon. (excluding Burroughs recognized holidays) Charge Dailv Basic 8-Hour Period: Hours from 7:00 a.m. to 4:00 p.m. s 597.50 $ ---- * Daily Extended Period: Hours from NA to _ NA Combined Charges . Daily Extended Hours must be consecutive to and continuous with Basic Period Coverage. Effective Date , 19 _. s 597.50 If any portion of the daily basic eight (8) hour period is before 8:00 a.m. or after 5:00 p.m. and/or for other than Monday through Friday, the added applicable charges will be incorporated in and become part of the Basic Period Charges above. Except as herein above provided the EQUIPMENT MAINTENANCE AGREEMENT shall apply as written. BILLING INFORMATION Annual in Advance ® Other (Specify) Accepted: Burroughs Corporation BURROUGHS PLACE DETROIT, MICHIGAN 48232 Copies of invoice required 3 CUSTOMER: NAME City of Lubbock ADDRESS 916 Texas Ave. CITY L b k STATE TX ZIP 79401 BRANCH West TX FL FE BY DATE - Q - VQ BY DATE TITLE Field Engineering Manager SL)UTHWESi REGi0Cti 7900897 (Rev. 5/87) .,� r Attachment B Burroughs Corporation 00 PROGRAM PRODUCT SERVICE AGREEMENT CUSTOMER: City of Lubbock Firm Name Street Lubbock Texas 79401 City State Zip Burroughs Corporation (BURROUGHS) by its acceptance and execution of this Agreement and the Addenda selected by CUSTOMER below (collectively referred to as the "Agreement") agrees to provide and the CUSTOMER agrees to accept licensed program product support (Licensed Program Service) for the Program Products for which Licensed Program Service is offered by BURROUGHS and specified by CUSTOMER in Exhibit A hereof. Addenda Title Designated Computer System(s): Style No(s). —S4206 Processor Serial No. Processor Serial No. Processor Serial No. ACCEPTED BURROUGHS C RTATION By: ,C� FRES!OE�t1T' i�&�i�+�t�4.r�'Jtn�AR9~R SOUTHWEST REGION Title JAN 0 3 1986 Date Burroughs Customer's Form Number Initial Service System Location: 916 Texas Ave. Lubbock Tx. 79401 Effective Date 2-86 CUSTOMER BY ITS SIGNATURE ACKNOWL- EDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS PROVISIONS, AND AGREES TO ALL OF ITS TERMS AND CONDI- TIONS, INCLUDING THE LIMITATION OF LIA- BILITY. Cikt,of Lub ck Customer zed Signature Title -`(r/� Date 1915170 (1 V84) EXHIBIT A Program Program Product Product Quantity Style ID One S4000 RPS One S4000 DSR One S4000 SRT Clarification of Column Headings: Licensed Program Service Election Based on table in Section 2.1 1 = PSA 1 2 = PSA 2 3=PSA 3 4 = PSA 4 5 = PSA5 Licensed Program Program Service Product Service Location Annual Description Election Election Charge Remittance Processing System 5 2 395.00 Data Send & Receive 5 2 130.00 Fine Sort 5 2 235.00 TOTAL $760.00 Service Location Election 1 = Licensed Program Services applies to all Designated Computer Systems at a Service System Location. 2 = Licensed Program Service applies to a single Designated Computer System at a Service System Location. 1. DEFINITIONS 1.1 "Program Products" shall collectively mean the Licensed Program(s), System Software, and Related Materials which are identified in Exhibit A hereof. 1.2 "Licensed Program" shall mean the program material in machine-readable or interpreted form, and may include listings ofeither machine code or source code. 1.3 "System Software" shall mean the current BURROUGHS release of programs and routines which enable CUSTOMER to operate a leased or purchased hardware system including, for example, a control program or operating system, and if provided, appropriate utility routines, and language processors including compilers, assemblers and translators for the Designated Computer System. 1.4 "Related Materials" shall mean those materials other than the Licensed Program or System Software furnished by BURROUGHS including, for example, operating instruction, input information or format specifications, instructional and other documentation including guides and manuals, and further shall include all copies of Program Product material made by CUSTOMER which are so permitted under the terms of the Burroughs Program Products License. 1.5 "Designated Computer System(s)" means the system configuration identified on which Program Products are licensed to be used as identified on the front page of this Agreement and any related Addenda. 1.6 "Defect", "error" or `malfunction." shall mean only significant deviations from the Program Product specifications for the current release of such Program Products. 1.7 "Service System Location" shall mean that location designated by a single mailing address as indicated on front page of this Agreement at which BURROUGHS provides Licensed Program Service. 2. LICENSED PROGRAM SERVICES 2.1 Licensed Program Service will be provided on a Designated Computer System(s) at a Service System Location only for those Program Products which are subject to a BURROUGHS license agreement with respect to which all currently due license and service fees have been paid. CUSTOMER agrees that all licensed BURROUGHS Program Products utilized at the Service System Location on the Designated Computer System(s) will have Program Product Service Agreements CPSA") at the same Licensed Program Service level, if offered by BURROUGHS. As indicated in the table which follows, each Licensed Program Service level, identified by a PSA designation "I" through "5", respectively, consists of one or more services indicated by "Included". PSA Centralized Problem Product On -Call Licensed Program Support Communications Maintenance Support Service Level Services Services Release Services Services 1 Included Included Included 2 Included Included Included Included 3 Included 4 Included Included 5 Included included A description of each column heading service (Centralized Support, Problem Communications, Product Maintenance Release and On -Call Support) is set forth in Sections 2.2, 2.3, 2.4 and 2.5, respectively. 2.2 CENTRALIZED SUPPORT SERVICES The Centralized Support Services provided by BURROUGHS include Telephone Service and On -Line Support Service. BURROUGHS RESPONSIBILITIES 2.2.1 Telephone Service BURROUGHS will provide Telephone Service to CUSTOMER during the hours of 8:00 am to 5:00 pm CUSTOMER local time, Monday through Friday, excluding BURROUGHS recognized national holidays (Hawaii and Alaska hours are 8:00 am through 12 noon CUSTOMER local time). Telephone Service shall provide: A. Assistance related to questions on the operational use of the subject Program Products. B. Assistance in identifying and verifying the causes of suspected errors or malfunctions in Program Product(s). C. Advice on detours for identified errors or malfunctions, where reasonably available. D. Information on errors previously identified by the CUSTOMER and reported to BURROUGHS and detours to these where available. (This service applies only where Problem Communication Service has been "Included" as a component part of CUSTOMER's Licensed Program Service selection).. E. Advice on completion, and authorization for submission, of the BURROUGHS Field Communication Form (FCF) reporting identified problems in Program Products to BURROUGHS as specified under Section 2.3 (This service applies only where Problem Communication Service has been "Included" as a component part of CUSTOMER'S Licensed Program Service selection). 2.2.2 On -Line Support Service Where this service exists, and the parties have agreed to its use by signing a Remote Support Addendum, BURROUGHS may execute on-line diagnostics from a remote BURROUGHS location to assist in the identification and isolation of suspected Program Product errors or malfunctions. CUSTOMER RESPONSIBILITIES 2.2.3 Telephone Service The CUSTOMER will ensure that only personnel properly trained in operation and usage of the Program Product(s) will utilize Telephone Service and that sufficient computer time and suitable personnel are made available to implement the corrections suggested by BURROUGHS. 2.2.4 On -Line Support Service The CUSTOMER will allow the use of on-line diagnostics on Program Products if requested by BURROUGHS during problem diagnosis and the parties have signed a Remote Support Addendum. 2.3 PROBLEM COMMUNICATION SERVICES Problem Communication Services provided by BURROUGHS include: Field Communication Form service, Correction of Reported Errors or Malfunctions service, and Documentation Corrections service. BURROUGHS RESPONSIBILITIES 2.3.1 Reported Errors of Malfunctions BURROUGHS will make reasonable efforts to provide a detour or code correction to Program Products for errors or malfunctions reported via the FCF. Each detour or code correction will be made available in the form of either a written correction notice or machine readable media, and will be accompanied by a level of documentation adequate to inform the CUSTOMER of the problem resolved and any significant operational differences resulting from the correction which are known by BURROUGHS. 2.3.2 Documentation Corrections BURROUGHS will review and consider documentation correction requests for Program Products via the FCF procedure. CUSTOMER RESPONSIBILITIES 2.3.3 The CUSTOMER is responsible for. A. Notifying BURROUGHS of identified errors or malfunctions in Program Products. B. Reproducing the identified error or malfunction in the unaltered Program Product. C. Providing, upon BURROUGHS request, a "memory dump" and such additional data in machine-readable or interpreted form deemed necessary or desirable by BURROUGHS to reproduce the environment in which such Licensed Program opetated. D. Installing error corrections and maintenance releases. 2.4 PRODUCT MAINTENANCE RELEASE SERVICES BURROUGHS RESPONSIBILITIES 2.4.1 BURROUGHS will provide error corrections and maintenance releases to the Program Product(s) which have been developed by BURROUGHS. Such releases shall be licensed to CUSTOMER only for use on the Designated Computer Systems) under the terms and conditions of the Program Product License Agreement. Each maintenance release will consist of a set ofprograms and files made available in the form of machine readable media and will be accompanied by a level of documentation adequate to inform the CUSTOMER ofthe problems resolved including any significant operational differences resulting from the release which are known by BURROUGHS. BURROUGHS agrees that each maintenance release ofapplication and environmental Program Products will be comps tible with the then current unaltered release of System Software applicable to the Designated Computer System(s). CUSTOMER RESPONSIBILITIES 2.4.2 CUSTOMER will install all error corrections and maintenance releases. 2.5 ON -CALL SUPPORT SERVICE If a problem occurs which significantly impacts CUSTOMER'S usage of the subject Program Product and remains undefined or unresolved either by detour or permanent correction after the CUSTOMER has taken the actions prescribed by the BURROUGHS Support Center, BURROUGHS will, at its option, dispatch a representative to the Service System Location. BURROUGHS RESPONSIBILITIES 2.5.1 BURROUGHS will provide On -Call Support Service to CUSTOMER during the hours of 8:00 a.m. to 5 p.m. CUSTOMER local time, Monday through Friday, excluding BURROUGHS recognized national holidays. BURROUGHS shall provide or make available: A. Advice and assistance in diagnosis and identification of errors or malfunctions in the subject Program Product(s). B. On -site consultation on correction or detour of identified errors or malfunctions. C. Advice and assistance on completion of a FCF to report errors or malfunctions to BURROUGHS as specified under Section 2.3. CUSTOMER RESPONSIBILITIES 2.5.2 When a significant operational problem occurs, which is reasonably related to the subject Program Product and which cannot be adequately identified, or avoided by detour or correction by CUSTOMER, then CUSTOMER should contact the designated BURROUGHS Support Center using the Telephone Service, described herein. CUSTOMER agrees to perform the problem diagnostic activities and routines requested by the BURROUGHS Support Center prior to any dispatch by BURROUGHS of a representative to the Service System location. 3. GENERAL CUSTOMER RESPONSIBILITIES 3.1 The CUSTOMER will undertake the proper supervision, control and management of its use of Program Products including but not limited to: (1) assuring proper Designated Computer System configuration, Program Product installation, verification, audit controls, and operating methods; and (2) ensuring proper procedures for the security ofdata, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction. 3.2 The CUSTOMER will ensure that its personnel are properly trained in the operation and usage of Program Products, and associated equipment, and will undertake the operation in accordance with any advice given by BURROUGHS. 3.3 The CUSTOMERshall designate to BURROUGHSa person properly trained in theoperationand usage ofPrograin Products to serve asCUSTOMER'S primary contact with BURROUGHS for Program Product problems. 4. CHARGES 4.1 CUSTOMER agrees to pay BURROUGHS the amounts set (brth in this Agreement. and any Addenda hereto, for Licensed Program Services. If no rate orcharge for services is specified, BURROUGHS published rates and charges in effect as of the date Licensed Program Services are provided will apply. Thereafter, services and support will be provided at the then current BURROUGHS published rates. 4.2 CUSTOMERagreestomakepaymentwithinten(10)daysofreceiptofinvoices.CUSPOMERfurtheragreestopayalatepnymenlchargecomputedattherate of one and one-half percent ( V2%) per month, or at the maximum late charge permitted by applicable law, whichever is less, on any unpaid amounts for each calendar month (or fraction thereof) that such payment is in default. 4.3 In addition, CUSTOMER agrees to pay BURROUGHS any tax (except personal property or tax based on net income) on this Agreement, or measured by the prices, other charges, Program Products, or their use, or services furnished, however designated, levied or based whenever BURROUGHS must collect and/or pay such taxes from oron bebalfof the CUSTOMER according to the applicable statutes and ordinances, as interpreted by the departmental authorities of the taxing unit. 4.4 If, after a request by the CUSTOMER for Licensed Program Services, BURROUGHS reasonably determines that there was no error or malfunction in thf subject Program Products, the CUSTOMER agrees to pay for BURROUGHS services at BURROUGHS then current rates. 4.5 Media (such as disks or magnetic tapes provided by BURROUGHS under this Agreement) and their associated delivery costs are chargeable at BURROUGHS standard rates in effect at the time of shipment. 5. PERFORMANCE OF SERVICES 5.1 BURROUGHS reserves the right to assign personnel or to subcontract. to third parties wbo are, in BURROUGEISsole judgment, qualified to render the services requested. 5.2 While BURROUGHS will endeavor to provide Licensed Program Services as promptly as is reasonable, the timing of their rendition is subject to the availability of qualified personnel. Also, the time in which an error correction or detour can be devised and tested cannot be accurately assessed in advance. Consequently, all dates or times quoted, or estimated, for supply of Licensed Program Services or their completion are estimates only and are subject to alteration. 5.3 Except to the extent that Program Products may be subject to warranties under the Program Product License, BURROUGHS does not guarantee Licensed Program Service results or represent or warrant that all errors or malfunctions will be corrected. 6. TITLE AND LICENSE CUSTOMER agrees that the furnishing of Licensed Program Service by BURROUGHS and/or its subcontractors under this Agreement conveys to CUSTOMER only a personal, non-exclusive and non -transferable right and license, without the right to grant sublicenses, to use the information conveyed to CUSTOMER, and any programs supplied to CUSTOMER hereunder shall be supplied without warranty and subject to the terms and conditions of BURROUGHS then current Program Products License, unless separately provided otherwise. BURROUGHS retains the entire tight, title and interest in and to all proprietary rights related to the information, software or program code and other items supplied under this Agreement, even if they have been jointly developed by BURROUGHS and CUSTOMER. CUSTOMER agrees not to disclose or disseminate to others any material or information supplied to CUSTOMER under this Agreement without the prior written permission of BURROUGHS. 7. LIMITATION OF LIABILITY 7.1 In no event shall BURROUGHS be liable for any loss of profit, indirect, special, incidental or consequential damages, even if BURROUGHS has notice of the possibility of such damages. 7.2 BURROUGHS liability, if any, for damages (including but not limited to liability arising out of contract, tort, or patent or copyright infringement) shall be limited to the greater of $25,000 or the charges which would be due for twelve months of Licensed Program Service, for the specific Program Product that is directly related to CUSTOMER'S cause of action. This limitation shall not apply to personal injury or tangible personal property claims caused solely by BURROUGHS negligence. 8. TERM Unless terminated pursuant to Section 9, the term of this Agreement shall be twelve (12) months from the date of its acceptance by BURROUGHS or date of delivery of the Program Product for which Licensed Program Services described herein are being provided, whichever is later, and thereafter shall continue in force until terminated by either party upon ninety (90) days prior written notice. 9. TERMINATION 9.1 BURROUGHS may revise the nature and content of Licensed Program Services or terminate any or all of them with a minimum written notice of ninety (90) days. In such case, the CUSTOMER shall have the right to terminate this Agreement in whole or in respect of the Program Product affected upon one (1) months prior written notice, so long as such termination notice is received by BURROUGHS during the aforementioned ninety (90) day period. If this Agreement, or part thereof, is terminated by the CUSTOMER, then BURROUGHS shall refund any amounts paid in advance by CUSTOMER for Licensed Program Services which are now being terminated by BURROUGHS. 9.2 This Agreement may be terminated by either party at anytime upon default by the other party of any covenant of this Agreement ifsuch default is not corrected within sixty (60) days after receipt of written notice. The written notice must set forth particulars of the alleged default. 9.3 This Agreement maybe suspended by BURROUGHS, without notice, ifpayment is thirty (30) days in arrears, or terminated by BURROUGHS, without notice, if payment is sixty (60) days in arrears. CUSTOMER'S obligation to pay charges which have accrued and any damages arising from CUSTOMER'S breach of this Agreement shall survive any termination. 10. ADDITIONAL PRODUCTS AND SERVICES In addition to the Licensed Program Services offered under this Agreement, BURROUGHS offers other products and services under terms of separate written agreements. B URROUGHS and CUSTOMER agree that the provision of any such products or services by BURROUGHS shall not be the subject of an oral agreement. Any provision of such products and services, as available, will be subject to a written agreement with BURROUGHS. 11. GENERAL 11.1 This Agreement constitutes the entire and complete Agreement between the parties with regard to its subject matter and supersedes all prior communications between the parties of any nature. The CUSTOMER represents and warrants that in deciding to enter into this Agreement, CUSTOMER has not relied on any information supplied or statements made by BURROUGHS except those contained in writing and signed by and on behalf of BURROUGHS. 11.2 No modifications or amendment to this Agreement and no waiver of any provisions shall be valid unless made in writing and signed by duly authorized representatives of the parties. Any written order or other instrument issued by CUSTOMER before or after the effective date of this Agreement pertaining to the services provided shall be void, except as otherwise expressly provided in this Agreement, 11.3 The laws of the State in which these services are performed shall govern as to the interpretation, validity and effect of this Agreement. 11.4 BURROUGHS shall not be responsible for a failure to fulfill its obligations hereunder as a result of causes beyond its control. 11.5 The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided. No delay or omission in the exercise of any remedy herein provided or otherwise available to BURROUGHS shall impair or affect BURROUGHS right to exercise the same. Any extension of indulgence (which must be in writing) shall not otherwise alter or affect rights or obligations or be deemed to waiver the remedies. 11.6 No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year (or, a longer period if required by law) after the cause of action has accrued. Attachment C Burroughs Corporation AGREEMENT FOR SYSTEMS SERVICES AND SUPPORT CUSTOMER City of Lubbock (Firm Name) 916 Texas Ave. (Number) (Street) Lubbock Texas 79401 (City) (State) (Zip) Burroughs Corporation, Burroughs Place, Detroit, Michigan 48232 (BURROUGHS) agrees to furnish, subject to the terms of this Agreement and its attachments and subject to the availability of personnel, the services and support detailed in this Agreement and selected by CUSTOMER hereunder: SCHEDULE ITEM NO. TYPE OF SERVICE PRODUCT STYLE DESCRIPTION OF SERVICE PER PERSON HOURLY DAILY RATE (IF APP.) MAXI - MUM WORK DAYS /HOURS (IF APP.) CHARGE 1. Programming 5TCS Generate & Mod- $125.00/hr, 56.96 $7,120.00 ify Remittance Program 2. Programming 5TCS Generate & Mod- 125.00/hr 40. 5,000.00 ify Data Send & Receive Program 3. Programming 5TCS Generate Fine 125.00/hr 4.8 600.00 Sort Specifica- tions 4. System Impleme - 5TCS On -Site Installa 600.00/da 11 days 6,600.00 tation tion & Training CHARGEABLE WORK HOURS/DAYS N/A HOURLY/DAILY RATE PER PERSON $ N/A NET CHARGES $ 19, 320.00 This Agreement (including the agreements incorporated by reference in Section 10) constitutes the entire agreement, understanding and representations express or implied, between the CUSTOMER and BURROUGHS with respect to services and support and supersede all prior communications, including all oral and written proposals. ACCEPTED BURROUGH CORPORATION: By !CS PRPSlOENf°I'°f'���EC'er4P,�:c�'AEfI SOUTHWE T C Title J A N 0 3 1986 Date CUSTOMER BY ITS SIGNATURE ACKNOWL- EDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS PROVISIONS, AND AGREES TO ALL OF ITS TERMS AND CONDITIONS, IN. CLUDING THE LIMITATION OF LIABILITY. By - Customer (1 TiUe V c Date 1914306 (8/84) 1. TECHNICAL SERVICES The following Technical Services shall be available to CUSTOMER; provided, however, that each such service selected by CUSTOMER shall be described in detail on the attached Description of Systems Services and Support. (a) System Implementation Service: BURROUGHS shall implement that portion of the BURROUGHS Program Products set forth in the attached Description of Systems Services and Support. (b) Conversion Service: BURROUGHS shall convert or have converted that portion of the CUSTOMER'S application programs identified in the attached Description of Systems Services and Support to operate on a designated BURROUGHS computer system. CUSTOMER warrants that it has the legal right to disclose such CUSTOMER'S application program to BURROUGHS and to have BURROUGHS or others convert the CUSTOMER'S application programs. CUSTOMER agrees that it assumes the sole responsibility for the output and throughput of the converted CUSTOMER'S application programs and for any errors, malfunctions or defects contained in or resulting from the use of such converted CUSTOMER'S application programs. (c) Consulting Service: BURROUGHS shall analyze CUSTOMER'S data processing needs and recommend possible solutions for consideration and selection by CUSTOMER. (d) System Performance Service: BURROUGHS shall measure the performance of the CUSTOMER'S data processing system, present the documented results of the measurement and recommend possible solutions for consideration and selection by CUSTOMER. (e) Technical Seminar Service: BURROUGHS shall conduct technical seminar(s) as set forth in detail in the attached Description of Systems Services and Support. () File Conversion Service: BURROUGHS shall convert that portion of the CUSTOMER'S data files as set forth in the attached Description of Systems Services and Support to be compatible with the file formats of the designated BURROUGHS computer system. CUSTOMER agrees that it assumes sole responsibility for the accuracy and the content of such converted data files. (g) Programming Service: BURROUGHS shall develop the custom application program(s) as set forth in detail in the attached Description of Systems Services and Support and such development shall include system analysis, systems design, Programming and operating documen- tation. The custom application program(s) shall, upon acceptance by CUSTOMER and payment to BURROUGHS therefor, be licensed to CUSTOMER, as a Warranty Class 2 Program Product, pursuant to the terms and conditions of the Program Products License. Acceptance by CUSTOMER shall be deemed to occur upon receipt by BURROUGHS of written acceptance from CUSTOMER or ninety (90) days after delivery of said custom application program(s) to CUSTOMER, whichever occurs earlier. BURROUGHS shall deliver to the CUSTOMER, as part of the custom application program(s), the source code therefor. CUSTOMER acknowledges and agrees that the custodial and maintenance responsibilities for the custom application program(s) and related material rests solely with the CUSTOMER. (h) Modification Service: BURROUGHS agrees to provide the CUSTOMER with programming services to alter the source code of any BURROUGHS application Program Product licensed to the CUSTOMER by BURROUGHS to provide the capability as set forth in the Description of Systems Services and Support. These alterations will be made to a specified release level of the application Program Product. Any request to incorporate such alterations into subsequent release levels of the application Program Product must be covered by a separate Agreement for Systems Services and Support. BURROUGHS, for a period of ninety (90) days after delivery of the alterations to CUSTOMER, agrees to provide programming services to attempt to correct any error or malfunction in the alterations identified by the CUSTOMER to BURROUGHS during said ninety (90) day period. BURROUGHS shall deliver to the CUSTOMER, as part of the modification services, the source code for such alterations to the application Program Products. CUSTOMER acknowledges and agrees that the custodial and maintenance responsibilities for such modified Program Product rest solely with the CUSTOMER. (i) Workshop Service: BURROUGHS shall assist the CUSTOMER in expanding its understanding and ability to use the BURROUGHS Program Product licensed to CUSTOMER and set forth in the attached Description of Systems Services and Support by providing a -supervised operation, on BURROUGHS equipment at a BURROUGHS facility, of such Program Products. 2. CHARGES (a) Customer shall pay BURROUGHS for Technical Services requested as specified in this Agreement, provided these services are rendered during a period of one year from the date BURROUGHS signs this Agreement. If no rate for such services is specified, BURROUGHS published rates will apply. Thereafter, services may be provided at the then current BURROUGHS published rates. (b) Invoices for Technical Services provided shall be rendered at the end of each month in which services have been furnished. CUSTOMER shall make payment within ten (10) days of receipt of such invoices. CUSTOMER shall pay a late payment charge computed at the rate of one and one-half percent (1'/2%) per month or at the maximum late payment charge permitted by applicable law, whichever is less, on the unpaid amounts for each calendar month (or fraction thereof) that such payment is in default. (c) In addition, CUSTOMER agrees to pay BURROUGHS any tax (except personal property or tax based on net income) on this Agreement, on or measured by the prices, other charges, Program Products, or services furnished, or their use, however designated, levied or based whenever BURROUGHS must collect and/or pay such taxes from or on behalf of the CUSTOMER according to the applicable statutes and ordinances, as interpreted by the departmental authorities of the taxing unit. 3. PERFORMANCES OF SERVICES (a) BURROUGHS reserves the right to assign personnel or to subcontract to third parties who. are, in BURROUGHS sole judgment, qualified to render the services requested. (b) While BURROUGHS will endeavor to provide Technical Services as promptly as is reasonably possible, the timing of their rendition is subject to the availability of qualified personnel. Also, the time required for the performance of services hereunder cannot be accurately assessed in advance. Consequently, all dates or times quoted, or estimated, for supply of Technical Services or their completion are estimates only and are subject to alteration. (c) BURROUGHS does not guarantee Technical Service results or represent or warrant, expressly or impliedly, that Technical Services can be completely performed within the agreed period, if any, or that the objectives of the undertaking can be obtained. 4. TITLE AND LICENSE CUSTOMER agrees that the furnishing of Technical Service by BURROUGHS and/or its subcontractors under this Agreement conveys to CUSTOMER only a personal, non-exclusive and non -transferable right and license, without the right to grant sublicenses, to use the information conveyed to CUSTOMER, and any programs supplied to CUSTOMER hereunder shall be supplied without warranty and subject to the terms and conditions of BURROUGHS then current Program Products License, unless separately provided otherwise. BURROUGHS retains the entire right, title and interest in and to all proprietary rights related to the information, software or program code and other items supplied under this Agreement, even if they have been jointly developed by BURROUGHS and CUSTOMER. CUSTOMER agrees not to disclose or disseminate to others any material or information supplied to CUSTOMER under this Agreement without the prior written permission of BURROUGHS. LIM)(TATION OF LIABILITY (a) In no event shall BURROUGHS be liable for any loss of profit, indirect, special, incidental or consequential damages, even if BURROUGHS has notice of the possibility of such damages. (b) BURROUGHS liability, if any, for damages (including but not limited to liability arising out of contract, tort, or patent or copyright infringement) shall be limited to the greater of $25,000 or the charges which would be due for twelve months of the specific Technical Service(s) directly related to CUSTOMER'S cause of action. This limitation shall not apply to personal injury or tangible personal property claims caused solely by BURROUGHS negligence. 6. NON-BURROUGHS SOFTWARE BURROUGHS shall not be required to render Technical Services for non-BURROUGHS equipment or software. 7. TERM Unless terminated pursuant to Section 8, the term of this Agreement shall be twelve (12) months from the date of its acceptance by BURROUGHS or date of delivery of the Program Product for which Technical Services described herein are being provided, whichever is later, and thereafter shall continue in force until terminated by either party upon ninety (90) days prior written notice. 8. TERMINATION (a) BURROUGHS may revise the nature and content of Technical Services or terminate any or all of them with a minimum written notice of ninety (90) days. In such case, the CUSTOMER shall have the right to terminate this Agreement in whole or in part upon one (1) months prior written notice, so long as such termination notice is received by BURROUGHS during the aforementioned ninety (90) day period. If this Agreement, or part thereof, is terminated by the CUSTOMER, then BURROUGHS shall refund any amounts paid in advance by CUSTOMER for Technical Services which are now being terminated by BURROUGHS. (b) This Agreement may be terminated by either party at any time upon default by the other party of any covenant of this Agreement if such default is not corrected within sixty (60) days after receipt of written notice. The written notice must set forth particulars of the alleged default. (c) This Agreement may be suspended by BURROUGHS, without notice, if payment is thirty (30) days in arrears, or terminated by B URROUGHS, without notice, if payment is sixty (60) days in arrears. CUSTOMER'S obligation to pay charges which have accrued and any damages arising from CUSTOMER'S breach of this Agreement shall survive any termination. 9. GENERAL (a) This Agreement constitutes the entire and complete Agreement between the parties with regard to its subject matter and supersedes all prior communications between the parties of any nature. The CUSTOMER represents and warrants that in deciding to enter into this Agreement, CUSTOMER has not relied on any information supplied or statements made by BURROUGHS except those contained in writing and signed by and on behalf of BURROUGHS, (b) No modifications or amendment to this Agreement and no waiver of any provisions shall be valid unless made in writing and signed by duly authorized representatives of the parties. Any written order or other instrument issued by CUSTOMER before or after the effective date of this Agreement pertaining to the services provided shall be void, except as otherwise expressly provided in this Agreement. (c) The laws of the State in which these services are performed shall govern as to the interpretation, validity and effect of this Agreement. (d) The term "error" or "malfunction" as used herein shall mean, for Program Products, only significant deviations from the design specifica- tions for the current release of such Program Products, and, for all other items delivered hereunder, only significant deviations from the Program Product specification, if any, for such other items, provided such specifications have been agreed upon in writing by BURROUGHS and CUSTOMER. (e) BURROUGHS shall not be responsible for a failure to fulfill its obligations hereunder as a result of causes beyond its control. (f) The remedies provided herein shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies provided. No delay or omission in the exercise of any remedy herein provided or otherwise available to BURROUGHS shall impair or affect BURROUGHS right to exercise the same. Any extension of indulgence (which must be in writing) shall not otherwise alter or affect rightsor obligations or be deemed to waiver the remedies. (g) No action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year (or, a longer period if required by law) after the cause of action has accrued. 10. OTHER APPLICABLE AGREEMENTS The following BURROUGHS agreements are incorporated by reference into this Agreement: FORM NUMBER CUSTOMER INITIALS TITLE OF AGREEMENT 1914355 (8-82) Description of Systems Services and Support Burroughs Corporation 0 BUSINESS MACHINES GROUP DESCRIPTION OF SYSTEMS SERVICES AND SUPPORT CUSTOMER City of Lubbock DATE ITEM PRODUCT DESCRIPTION OF MAXIMUM NO. TYPE OF SERVICE STYLE SERVICE HOURS/DAYS Modify Remittance - _]_ Programming 5-TCS Program 56.96 hours DETAILED DESCRIPTION: The following is a complete statement of the service BURROUGHS shall provide to the CUSTOMER under this item number. This statement and the terms and conditions set forth in the Agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of BURROUGHS/CUSTOMER. Detailed description: The following is a complete statement of the service Burroughs shall provide to the customer under this item number. This statement and the terms and conditions set forth in the agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of Burroughs/Customer. Burroughs will provide modifications to the Standard S4000 Remittance Processing Software according to the following specifications: 1A. Permit the entry of the batch number by the operator. These batch numbers will specify a particular type of work to be processed. For example, batch numbers in a range of 1-5000 may apply to normal remittance batches, batch numbers from 5001-6000 may apply to deposit preparation processing, batch numbers 6001-7000 may apply to check recon- ciliation processing, and batch numbers 7001-9999 may apply to deposit verification. (These batch numbers are given as examples only and may be refined after bid accep- tance). 1B. In normal remittance processing, when a full pocket condition occurs (about 300 documents) the pocket will be burst out and the next pocket will receive subsequent documents until it is full. This process will continue for 5 pockets which will be defined as stub pockets. When the fifth pocket is filled the first pocket wi11 again receive documents. This same basic procedure will apply to the check pocket. The operator may take a batch total and cut the pockets at any time. In this case the pocket which is cut may or may not be full, but since the operator is forcing a pocket cut, subsequent stubs or checks will go to the next pocket in the applicable string. 1C. The customer will be responsible for the following: 1) Test time. 2) Any supplies necessary for the test. 3) Acceptance criteria and sign off. 1914355(8/82) Burroughs Corporation Von BUSINESS MACHINES GROUP DESCRIPTION OF SYSTEMS SERVICES AND SUPPORT CUSTOMER City of Lubbock DATE ITEM PRODUCT DESCRIPTION OF MAXIMUM NO. TYPE OF SERVICE STYLE SERVICE HOURS/DAYS Modify Data Send and 2 Programming 5-TCS Receive Program 40 hours DETAILED DESCRIPTION: The following is a complete statement of the service BURROUGHS shall provide to the CUSTOMER under this item number. This statement and the terms and conditions set forth in the Agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of BURROUGHS/CUSTOMER. Detailed Description: The following is a complete statement of the service Burroughs shall provide to the customer under this item number. This statement and the terms and conditions set forth in the agreement for systems services and support contains all commitments as to manpower, costs, scheduled start/ completion dates, service reporting criteria, standards, procedures and responsibilities of Burroughs/Custome.r. Burroughs will provide modifications to the Standard S4000 Data Send and Receive Program according to the following specifications: 2A. The Data Send and Receive program (DSR) will be used to transmit via data Comm or onto magnetic tape the formatted utility billing cash posting file, a deposit file, and a file containing the city's regular check reconciliation processing records. These three files will be prepared by the DSR program based on the batch numbers described above in the remittance processing program. A separate transmission or tape will be created for each file required. On a normal day, for example, perhaps only the remittance processing batches are run and no check reconciliation is done. In this case two tapes -one containing the utility billing cash posting file and the other containing the deposit file will be produced. 2B. The customer will be responsible for the following: 1) Test Time. 2) Any supplies necessary for the test. 3) Acceptance criteria and sign off. 1914355 (8/82) Burroughs Corporation low BUSINESS MACHINES GROUP DESCRIPTION OF SYSTEMS SERVICES AND SUPPORT CUSTOMER City of Lubbock DATE ITEM PRODUCT DESCRIPTION OF MAXIMUM NO. TYPE OF SERVICE STYLE SERVICE HOURS/DAYS Generate 3 Programming 5TCS Sort Specifications 4.8 hrs. DETAILED DESCRIPTION: The following is a complete statement of the service BURROUGHS shall provide to the CUSTOMER under this item number. This statement and the terms and conditions set forth in the Agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of BURROUGHS/CUSTOMER. Detailed description: The following is a complete statement of the service Burroughs shall provide to the customer under this item number. This statement and the terms and conditions set forth in the agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of Burroughs/Customer. 3A. Burroughs will generate a Source code file for the fine sort procedure utilizing the standard specification options in the standard S4000 SRT program. 3B. The Customer will be responsible for the following: 1) Test time. 2) Any supplies necessary for the test. 3) Acceptance criteria and sign off. 1914355(8/82) CUSTOMER ITEM NO. Burroughs Corporation 06 BUSINESS MACHINES GROUP DESCRIPTION OF SYSTEMS SERVICES AND SUPPORT City of Lubbock TYPE OF SERVICE DATE PRODUCT DESCRIPTION OF MAXIMUM STYLE SERVICE HOURS/DAYS 4_ System Implementation 5TCS On -Site Installation 11 days DETAILED DESCRIPTION: The following is a complete statementTof iRengervice BURROUGHS shall provide to the CUSTOMER under this item number. This statement and the terms and conditions set forth in the Agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of BURROUGHS/CUSTOMER. Detailed description: The following is a complete statement of the service Burroughs shall provide to the customer under this item number. This statement and the terms and conditions set forth in the agreement for Systems Services and Support contains all commitments as to manpower, costs, scheduled start/completion dates, service reporting criteria, standards, procedures and responsibilities of Burroughs/Customer. 4A. Burroughs will provide on -site installation and training of customers personnel �up to 4 people - simultaneously) in the operation of the following program products: S4000 RPS - 7 days S4000 DSR - 2 days S4000 SRT - 2 days 4B. The customer will be responsible for the following: 1) Training time. 2) Any supplies necessary for the training. 3) Acceptance criteria and sign off. 1914355 (8/82) t CONTRACT STATE OF TEXAS COUNTY OF LUBBOCK THIS AGREEMENT, made and entered into this 12thday of December , A.D. 19 85, by and between the City of Lubbock, County of Lubbock, State of Texas, acting by and through Mr. Alan Henry , Mayor, thereunto authorized to do so, hereinafter referred to as OWNER, and Burroughs Corporation of the City of Detroit , County of { Wayne and the State of Michigan , hereinafter termed VENDOR. j WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the OWNER and under the conditions expressed in the bond bearing even date herewith (if any) f the VENDOR hereby agrees with OWNER to commence and complete the installation of certain items described as follows: 1. Item Processing Systems 2. Mail Opening and Extraction System 3. Document Joggers The VENDOR hereby agrees to commence the project within ten days after the date written notice to do so shall have been given to him and to substantially complete same within the time specified in the contract documents. The OWNER agrees to pay the VENDOR in current funds for the performance of the contract in accordance with the proposal submitted therefore, subject to additions and deductions, as provided in the contract documents and to make payment on account thereof as provided therein. 1. 19 IN WITNESS WHEREOF, the parties to these presents have executed this agreement in in the year and day first above written. ATTEST: CITj10,97 LUBB)CK, TEXAS (OWNER) By•• YOR Secretary Burrouzhs Corporation VENDOR BY: VICE PRESIDENT / GENERAL MANAGER TITLE: $O �r�E8:F-REGiaF, Secretary COMPLETE ADDRESS: "To wed as to Content Approved as to Form I. 20 GENERAL CONDITIONS OF THE AGREEMENT 1. OWNER Whenever the word Owner, or the expression Party of the First Part, or First Party, are used in this contract, it shall be understood as referring to the City of Lubbock, Texas. 2. VENDOR Whenever the word Vendor, or the expression Party of the Second Part, or Second Party, is used, it shall be understood to mean the person, persons, co -partnership or corporation, to -wit: Burroughs Corporation , who has agreed to provide the items and perform the work embraced in this contract, or to his or their legal representative. 3. OWNER'S REPRESENTATIVE Whenever the word Owner's Representative or representative is used in this contract, it shall be understood as referring to John Aldredge, 916 Texas, Information Services, Lubbock, Texas. Supervisors or inspectors will act for the Owner under the direction of Owner's Representative, but shall not directly supervise the Vendor or persons acting in behalf of the Vendor. 4. CONTRACT DOCUMENTS The contract documents shall consist of the Notice to Suppliers, General Instructions to Suppliers, Proposal, Signed Agreement, Statutory Bonds (if required), General Conditions of the Agreement, Special Conditions of the Agreement (if any), Specifications, Insurance Certificate, and all other documents made available to Supplier for his inspection in accordance with the Notice to Suppliers. I. 21 f► 1 5. INTERPRETATION OF PHRASES Whenever the words "Directed," "Permitted," "Designated," "Required," "Considered Necessary," "Prescribed," or words of like import are used, it shall be understood that the direction, requirement, permission, order, designation or prescription of the Owner's Representative is intended; and similarly, the words "Approved," "Acceptable," "Satisfactory," or words of like import shall mean approved by or acceptable or satisfactory to the Owner's Representative. Whenever in the Specifications accompanying this agreement, the terms of description of various qualities relative to workmanship, or other qualities of similar kind which cannot, from their nature, be specifically and clearly described and specified, but are necessarily described in general terms, the fulfillment of which must depend on individual judgment, then, in all such cases, any question of the fulfillment of said Specifications shall be decided by the Owner's Representative, and said work shall be done in accordance with his interpretations of the meaning of the words, terms, or clauses defining the character of the work. 6. SUBCONTRACTOR The term Subcontractor, as employed herein, includes only those having a direct contract with the Vendor for performance of work on the project contemplated by these contract documents. Owner shall have no responsibility to any Subcontractor employed by Vendor for performance of work on the project contemplated by these contract documents, but said Subcontractors will look exclusively to Vendor for any payments due Subcontractor. 7. WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent certified mail to the last business address known to him who gives the notice. I. 22 8. SUBSTANTIALLY COMPLETED The term "Substantially Completed" is meant that the project contemplated by the contract documents has been made suitable for use to serve its intended purpose, but still may require minor miscellaneous work and adjustment 9. VENDOR'S DUTY AND SUPERINTENDENCE The Vendor shall give personal attention to the faithful prosecution and completion of this contract and shall assign to the work, during its progress, a competent superintendent and any necessary assistants, all satisfactory to Owner's Representative. The superintendent shall represent the Vendor in his absence and all directions given to him shall be binding as if given to the Vendor. Adequate supervision by competent and reasonable representatives of the Vendor is essential to the proper performance of the work and lack of such supervision shall be grounds for suspending operations of the Vendor. The equipment and software installation, from its commencement to completion, shall be under the exclusive charge and control of the Vendor and all risk in connection therewith shall be borne by the Vendor. The Owner or Owner's Representatives will not be responsible for the acts or omissions of the Vendor, or any subcontractors, or any of his agents or employees, or any other persons performing any of the work. 10. VENDOR'S UNDERSTANDING It is understood and agreed that the Vendor has, by careful examination, satisfied himself as to the nature and location of the work, the confirmation of the character, quality and quantity of materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the work, and the general and local conditions, and all other matters which in any way effect the work under this contract. No verbal agreement or conversation with any officer, agent, or employee of the Owner, either before or after the execution of this contract, shall effect or modify any of the terms or obligations herein contained. t I. 23 11. PROJECT PLANT The Vendor shall provide all labor, tools, equipment, machinery and materials necessary in the prosecution and completion of this contract where it is not otherwise specifically provided that Owner shall furnish same, and it is also understood that Owner shall not be held responsible for the care, preservation, conservation, or protection of any materials, tools, equipment or machinery or any part of the work until it is finally completed and accepted. 12. DISCREPANCIES AND OMISSIONS It is further agreed that it is the intent of this contract that all items described in the proposal, the specifications and other contract documents, are to be provided for the prices quoted by the Vendor and that such price shall include all appurtenances necessary to complete the installation in accordance with the intent of these contract documents as interpreted by Owner's Representative. If the Vendor finds any discrepancies or omissions in these specifications or contract documents, he should notify the Owners' Representative and obtain a clarification before the proposals are received, and if no such request is received by the s Owner's Representative prior to the opening of proposals, then it shall be considered that the Vendor fully understands the items to be included and has provided sufficient sums in his proposal to furnish and install the necessary components in accordance with these specifications. It is further understood that any request for clarification must be submitted no later than five days prior to the opening of proposals. 13. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC The Vendor shall take out and procure a policy or policies of Workmen's Compensation Insurance with an insurance company licensed to transact business in the State of Texas, which policy shall comply with the Workmen's Compensation laws of the State of Texas. The Vendor shall at all times exercise reasonable precaution for the safety of employees and others on or near the work and shall comply with all applicable provisions of federal, state and municipal laws and building and construction codes. The Vendor shall at all times exercise reasonable precaution for the safety I. 24 F of employees and others on or near the work and shall comply with all applicable provisions of federal, state and municipal laws and building and construction codes. The Vendor, his sureties and insurance carriers shall defend, indemnify and save harmless the Owner and all of its officers, agents and employees from all suits, actions, or claims of any character whatso ever, brought for or on account of any injuries or damages received or sustained by any person or persons or property, on account of any negligent act or fault of the Vendor or any sub -vendor, their agents or employees, in the execution and supervision of said contract, on account of the failure of vendor or any subcontractor to provide necessary barricades, warning lights, or signs and will be required to pay any judgment with costs which may be obtained against the Owner or any of its officers, agents, or employees including attorney's fees. 14. VENDOR'S INSURANCE The Vendor shall procure and carry at his sole cost and expense through the life of this contract, insurance protection as hereinafter specified. Such insurance shall be carried with an insurance company authorized to transact business in the State of Texas and shall cover all operations in connection with this contract, whether performed by the Vendor or a subcontractor, or separate policies shall be provided covering the operation of each subcontractor. A. Comprehensive General Liability Insurance The vendor shall have Comprehensive General Liability Insurance with Limits of $300,000 Bodily Injury and $300,000 Property Damage per occurrence to include: Premises and Operations Explosion & Collapse Hazard Underground Damage Hazard Products &Completed Operations Hazard Contractual Liability I. 25 I ( Independent Contractors Coverage Personal Injury (with exclusion "c" waived) The City is to be named as an additional insured on this policy for this specific job, and copy of the endorsement doing so is to be attached to the i Certificate of Insurance. B. owner's Protective or Contingent Public Liability Insurance and Property Damage Liability Insurance The Vendor shall obtain an Owner's Protective or Contingent Public Liability Insurance policy naming the City of Lubbock as insured and the amount of such policy shall be as follows: For bodily injuries, including accidental death, $500,000 per occurrence, and $100,000 for property damage. C. Comprehensive Automobile Liability Insurance The vendor shall have Comprehensive Automobile Liability i Insurance with limits of not less than; Bodily Injury 250/500.00 =, Property Damage $100,000 i to include all owned and non -owned cars including s Employers Non -ownership Liability Hired and Non -owned ` Vehicles. The City is to be named as an additional insured on this policy for this specific job and copy of the endorsement doing so is to be attached to the Certificate of Insurance. D. Excess or Umbrella Liability Insurance The Vendor shall have Excess or Umbrella Liability Insurance in the amount of with ($1,000,000 minimum) coverage to correspond with Comprehensive General Liability and Comprehensive Automobile Liability coverage. The City is to.be named as an additional insured on this policy for this specific job and copy of the endorsement �- doing so is to be attached to the Certificate of Insurance. I. 26 ( E. Worker's Compensation and Employers Liability Insurance As required by State statute covering all employees whether employed by the Vendor or any Subcontractor on the job with Employers Liability of at least $100,000 limit. F. Proof of Coverage Before work on this contract is commenced, each Vendor and subcontractor shall submit to the Owner for approval 5 Certificates of Insurance covering each insurance policy carried and offered as evidence of compliance with the above insurance requirements, signed by an authorized representative of the insurance company setting forth: (1) The name and address of the insured. (2) The location of the operations to which the insurance applies. (3) The name of the policy and type or types of insurance in force thereunder on the date borne by such certificate. (4) The expiration date of the policy and the limit or limits of liability thereunder on the date borne by such certificate. (5) A provision that the policy may be canceled only by mailing written notice to the named insured at the address shown in the proposal specifications. (6) A provision that written notice shall be given to the City ten days prior to an y change in or cancellation of the policies shown on the certificate. (7) The certificate or certificates shall be on the form (or identical copies thereof) contained in the job -specifications. No substitute of nor amendment thereto will be acceptable. I. 27 15. PROTECTION AGAINST ROYALTIES OR PATENT INVENTION The vendor shall pay all royalties and license fees, and shall provide for the use of any design, device, material or process covered by letters patent or copyright by suitable legal agreement with the Patentees or Owner thereof. The Vendor shall defend all suits or claims for infringement of any patent or copyrights and shall indemnify and save the Owner harmless from any loss on account thereof, except that Owner shall defend all such suits and claims and shall be responsible for all such loss when a particular design, device, material or process or the product of a particular manufacturer or manufacturers is specified or required in these contract documents by owner; provided, however, if choice of alternate design, device, material or process is allowed to the Vendor, then Vendor shall indemnify and save Owner harmless from any loss on account thereof. If the material or process specified or required by Owner is an infringement, the Vendor shall be responsible for such loss unless he promptly gives written notice to the Owner of such infringement. 16. LAWS AND ORDINANCES The Vendor shall at all times observe and comply with all federal, state and local laws, ordinances and regulations, which in any manner effect the contract or the project, and shall indemnify and save harmless the Owner against any claims arising from the violation of any such laws, ordinances, and regulations, whether by the Vendor or his employees. If the Vendor observes that the plans and specifications are at variance therewith, he shall promptly notify the Owners' Representative in writing and -any necessary changes shall be adjusted as provided in the contract for changes in the work. If the Vendor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Owner's Representative, he shall -bear all costs arising therefrom. I. 28 f ( The Owner is a municipal corporation of the State of Texas and the law from which it derives its powers, insofar as the same regulates the objects for which, or the manner in which, or the conditions under which the Owner may enter into contracts, shall be controlling, and shall be considered as part of this contract to the same effect as though embodied herein. 17. ASSIGNMENT AND SUBLETTING The Vendor further agrees that he will retain personal control and will give his personal attention to the fulfillment of this contract. The Vendor further agrees that subletting of any portion or feature of the work, or materials required in the performance of this contract, shall not relieve the Vendor from his full obligations to the Owner, as provided by this contractual agreement. 18. TIME FOR COMPLETION AND LIQUIDATED DAMAGES j` It is hereby understood and mutually agreed by and between the Vendor and the Owner, that the date of beginning and time for completion, as specified in the c contract, of work to be done hereunder are essential conditions of this contract; and it is further mutually understood and agreed that the work embraced in this t contract shall be commenced on a date to be specified in the Notice to Proceed. If the Vendor should neglect, fail, or refuse to complete the work within the time herein specified, or any proper extension thereof granted by the Owner, then the Vendor does hereby agree as part of the consideration for the awarding of this contract, the Owner may withhold permanently from Vendors total compensation, the sum of five hundred Dollars ($ 50r0.00 ) per day, not as a penalty, but as liqui_dated damages for the breach of the contract as herein set forth for each and every calendar day that the Vendor shall be in default after the time stipulated for completing the work. AW It is expressly understood and -agreed, by and between Vendor and the Owner, that the time for the completion of the work described herein is reasonable time for the completion of the same. i I. 29 The amount is fixed and agreed upon by and between the Vendor and the Owner because of the impracticability and extreme difficulty in fixing and ascertaining j actual damages the Owner would in such event sustain, and the amount is agreed to be damages the Owner would sustain and shall be retained by the Owner from current periodical estimates for payments or from final payment. 1 l It is further agreed and understood between the Vendor and Owner that time is of the essence of this contract. The vendor shall submit, at such times as may reasonably be requested by the Owner's Representative, schedules which shall show the order in which the Vendor proposes to carry on the work, with dates at which the Vendor will start the several parts of the project and estimated dates of completion of the several parts. 19. PAYMENTS No payments made or certificates given shall be considered as conclusive evidence of the performance of the contract, either wholly or in part, nor shall any certificate or payment be considered as acceptance of defective workmanship. Acceptance by Vendor of final payment of the contract price shall constitute a waiver of all claims against Owner which have not theretofore been timely filed as provided in this contract. 20. FINAL COMPLETION AND ACCEPTANCE Within thirty-one (31) days after the Vendor has given the Owner's Representative written notice that the work has been completed or substantially completed, the Owner's Representative and the Owner shall inspect the work and within said time, if the work be found to be completed or substantially completed in accordance with the acceptance tests described in the contract documents, the Owner's Representative shall issue to the Owner and Vendor his certificate of completion, and thereupon it shall be the duty of the Owner within thirty-one (31) days to issue a certificate of acceptance of the work to the Vendor. I. 30 21. FINAL PAYMENT Upon the issuance of the certificate of completion, the Owner's Representative shall proceed to make final measurement and prepare a final statement of the value of all work performed and materials furnished under the terms of the agreement, and shall certify same to the Owner, who shall pay to the Vendor on or before the 31st day after the date of certificate of completion, the balance due Vendor under the terms of this agreement, provided he has. fully performed his contractual obligations under the terms of this contract; and said payment shall become due in any event upon said performance by the Vendor. Neither the certificate of acceptance nor the final payment, nor any provisions in the contract documents shall relieve the Vendor of the obligation for fulfillment of any warranty which may be required in the special conditions (if any) of this contract or required in the specifications made a part of this contract. 22. CORRECTION OF WORK BEFORE FINAL PAYMENT FOR WORK Vendor shall promptly remove from Owners' premises all equipment or software condemned by the Owner's Representative on account of failure to conform to the contract, whether actually incorporated in the work or not, and Vendor shall at his own expense promptly replace such condemned equipment or software conforming to the requirements of the contract. Vendor shall also bear the expense of restoring all work of other contractors damaged by any such removal or replacement. If Vendor does not remove and replace any such condemned work within a reasonable time after a written notice by the Owner or the Owner's Representative, Owner may remove and replace it at Vendor's expense. 23. CORRECTION OF WORK AFTER FINAL PAYMENT Neither the final payment nor certificate nor any provision in this contract shall relieve the Vendor of responsibility for faulty equipment or software, and he shall remedy any defects due thereto and pay for any damage to other work resulting therefrom, which shall appear within a period of one (1) year from the date of substantial completion. The Owner or the Owner's Representative shall give notice of observed defects with reasonable promptness. I. 31 24. PAYMENT WITHHELD The Owner may, on account of subsequently discovered evidence, withhold or nullify the whole or part of any certificate to such extent as may be necessary to protect himself from loss on account of: (a) Defective work and components not remedied. (b) Claims filed or reasonable evidence indicating possible filing of claims. (c) Failure of the Vendor to make payments promptly to subcontractors or for materials or labor. (d) Damage to another vendor. When the above grounds are removed, or the Vendor provides a surety bond satisfactory to the Owner, which will protect the Owner in the amount withheld, payment shall be made for amounts withheld because of them. 25. TIME OF FILING CLAIMS It is further agreed by both parties hereto that all ,r questions of dispute or adjustment presented by the Vendor shall be in writing and filed with the Owner's Representative within fifteen (15) days after the Owner's Representative has given any directions, order or instruction to which the Vendor desires to take exception. The Owners' Representative shall reply to such written exceptions by the Vendor and render his final decision in writing. In case the Vendor should appeal from the decision of the Owner's Representative, any demand for arbitration shall be filed with the Owner's Representative and the Owner in writing within ten (10) days after the date of delivery to Vendor of the final decision of the Owner's Representative. It is further agreed that final acceptance of the work by the Owner and the acceptance by the Vendor of the final t' payment shall be a bar to any claim by either.party, except where noted otherwise in the contract documents. r I. 32 26. BONDS The successful supplier shall be required to furnish a performance bond and payment bond in accordance with Article 5160, Vernon's Annotated Civil Statutes in the amount of 100% of the total contract price, in the event said contract price exceeds $25,000.00. If the contract price does not exceed $25,000.00, the statutory bonds will not be required. All bonds, if required, shall be submitted on forms supplied by the Owner, and executed by an approved Surety Company authorized to do business in the State of Texas. And it is further agreed that this contract shall not be in effect until such bonds are so furnished. 27. SPECIAL CONDITIONS In the event special conditions are contained herein as part of the contract documents and said special conditions conflict with any of the general conditions contained in this contract, then in such event the special conditions shall control. 28. INDEPENDENT VENDOR Vendor is, and shall remain, an independent vendor with full, complete and exclusive power and authority to direct, supervise, and control his own employees and to determine the method of the performance of the work covered hereby. The fact that the Owner or Owner's Representative shall have the right to observe Vendor's work during his performance and to carry out the other prerogatives which are expressly reserved to and vested in the Owner or Owner's Representative hereunder, is not intended to and shall not at any time change or effect the status of the Vendor as an independent vendor with respect to either the Owner or Owner's Representative or to the Vendor's own employees or to any other person, firm, or corporation. I. 33 29. CLEANING UP The Vendor shall at all times keep the premises free from accumulation of debris caused by the work, and at the completion of the work he shall remove all such debris and also his tools, and surplus materials and shall leave the work room clean or its equivalent. The work shall be left in good order and condition. In case of dispute Owner may remove the debris and charge the cost to the Vendor. 30. JURISDICTION The law of the State of Texas shall govern performance of this contract. 31. CONTROL OF CONTRACTS In the event of conflict between the contract documents and any contract or guarantee furnished by the successful supplier as part of his proposal, the contract documents shall control. I. 34