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Home My WebLink AboutResolution - 1563 - Agreement - Honeywell Info Systems - Data Processing Equipment & Services - 01_26_1984z RESOLUTION 1563 - 1/26/ 84 DGV:cl 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 an Agreement between the City of Lubbock and Honeywell Information Systems, Inc. for Data Processing Equipment, Products and Services, 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 if fully copied herein in detail. Passed by the City Council this 26th day of January t 198�. ATTEST: 'Evelyn G , fga, City ary-Treasurer APPROVED AS TO CONTENT: c 'Jcpn A re ge, Manager orma ion Services APPROVED AS TO FORM: 7 & D%Q .4J � 117 -Q�� A YP, n d G. Vandiver, Assistant City Attorney and Customer -City-of Lttbbne k Billing Address''' ..9Tfi':fiP_xas'..Atte_., Taihheit-_k ?44�7 i'�TV •' 4 Honeywell s data processing equipment„products and services.are,.provided subject to the terms and conditions herein and in pp selected b Customer,below, collectively referred to as the "Agreement"): y ( the Supplements . ements and Schedules es .,. _ . , ,. , 1. Supplements and Schedules HIS --Effective - x HIS i ,: Effectivei„_ s:Systern Title; Form# Date Title Form# Date Number Pa e s Maintenance • Lease Supplement • toTe� • Financial Lease' , Supplement ' 450 L A0027 Supplement . _ ,Tom_ ,• 'Machine Time Services • Rental Supplement Supplement ° • Sale Supplement `' • ' DATANETWORK Services • Supplement OEM Sale ' Supplement ' • Equipment/Software Other: Produc''t' `Schedule(s) iFli. 2.` , Effective ,Rate and Termination Thisk Basic Agreement is effective when Honeywell signs it and continues in full force and effect until the last Supplement is terminated:"' i 3. Limitation of ;Remedy 3J Customer's' e?cclusive :remedy•:arng.,,Honey,well'se,entiresiiability:for equipment; Software Products, Auxiliary Products, documentation and services is set forth in the.Supplemer►ts, Schedules and Addenda, as,applicable, listed in Section 1. 3.21 In; no eventis1Honeywell liable,for any; indirect;; special, or consequential -damages arisingout of the, Agreement or the , use of any equipment, Software Products, Auxiliary Products, documentation and services provided under the Agreement. 3.3 Neither party may institute any action in any form arising out of the Agreement more than 2 years after the cause of •action'has"arised,' or n the'case'6f nonpayment; more tlian 2 years from the date ofla$fpayment. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT (CONSISTING OF THE TERMS AND CONDITIONS • y . + HEREIN AND THOSE INTHE FORMS LISTED IN SECTION I ABOVE) AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS. _ 1ADDIV TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF TIOI CUSTOMER ` ` ' '' HONEYWI✓LL' 11vFORMATION S1rSTEMS INC. By A -HENRY,.meyd . ea By Attest! .f Title Evelyn G fga,,City a eA y—Treasurer Date Effective Date HIS-400 .. l.., din U. �A. . ,. ,,: , rime r Basic Agreement 3 3 80 4. Charges — General 4.1"f the equipment, products and services selected by Customer and theiricharges are established in the Supplements:. and Schedules listedin Section 1—_-__ r 4 2_-, Unless otherwise -specified, all monthly- charges for equipment, products and services are invoiced in advance on _ the firsC`day__of di month and are -dug and -payable 30 days-fromAate_ofinvoice._Monthly_charges for_a.-fraction-___ Vilof a month are prorated on a.30 daybasis. Other chargesauthorized by Customer are invoiced as incurred and are due and payala.le upon receipt of invoice. I" 4.3� Customer shall a or reimburse Honeywell, for all taxes imposed on Customer or ' y p Honeywell on any interest in or use of the equipment Software Products AuxiliaryProducts or service or upon the `Agreement .exclusive of .a,ldF7l:�' ..r ,r l r+ I I: ', i 'p1 _ personal'. property taxed which shall. be paid by Honeywell, exi ept that 'per~sti'nal" prBpert �aeS assessed on purchased equipment and products on or after the date title passes shall be paid by Customer: ,. ..,' ) .:,".iu:! _C" c lu? 1.•:r� ri°,P.a ,'.._ ..::...i :ir 4.4 Unless otherwise provided, Customer shall pay.alr charges for transportation, rigging and drayage. All boxing, C01,'.Plidrafinf and skidding used in the shipment of the equipment and products is the property of Honeywell and is XUf".1 t _. Lx! . 1... ->f _ Lfv l �c JL. d S. Supplies All supplies are to be provided by Customer and are ta'it3eet Honeywell 's`specifications 'or insiiikddns 6 Title 0.1 i Title to:purchased equipment, and A-uxiliai�{ Products passes toi Customer, upon. (a) shipment- or:(b):for,installed.I equipment.11eing conyerted, to -purchase, T, the,date; he prior;.Honeywgll, agreement terminates -; 6.2 ; Title, torgquipipentunder, lease, ;finailcial;leasq andrentalremainswith,Honeywell 6 3 r=,-Custgmer.shall at its expense protect and defend Honeywell's title against all persons, keep the equipment and products free from any legal process or encumbrance, give_ Honeywell immediate written notice thereof and r '"' 'indemnify Honeywell from any loss caused thereby. !31C�, `illy ':ajc);t 'IItIJ 1 r f1 _ I .r ,11 .. .7. T,Indemnificatio Customer shall indemnify and hold, harmless Honeywell from any loss, claim or damage to persons or property, other than the equipment, arising out of the Agreement or Customer's possession or use of the equipment, Software Products, Auxiliary Products, documentation and services. provided, to the extent that such loss, claim or damage is not caused by the fault of Honeywell. This indemnity survives the termination. of the Agreement. 8. Default -- --� -------------- 8.1 If Customer is in default under the Agreement and such default continues for 10 davc�written_notice-thereof by Honeywell, then Honeywell may terminate the A reement withrespect. to the_affected-equipmenttproduct service. Honeywell has the right to declare `tire enfr amount of the unpaid balance and any other charges to be --- - ' t immediately due and payable and td ekercise any -other ' medyexwo __r in equity to include taking ' 0- I` possession of such equipment, and'doc'Umentlation, Customer shall pay Honeywell all costs and expenses ' ?'`Ir, '"'''including attorneys' fees incurred in efterR"ng ifs}rig°hts drlremedies. ri -- _ - 8 2 ,iln the eveni.nf:default by --Customer, Honeywell may require Customer to assemble the equipment and products provided hereunder and make them avail le at a time and place -reasonably convenient -to Honeywell. No delay or failure of Honeywell to -exercise any right or remedy' operates as'a. waiver thereof. �*n 9. a eral 9.1 All orders are; subject to acqgptance by Honeywell and fulfillment pfiHoneywell's!,cFedit;requirements.:a 9 21, Honeywell isnot-liable for any failure or delay in performance due to any cause beyond •its control_ , 9 3 The Agreement and any. part thereof may�bjarr�ended only by a writing executed by Customer and Honeywell. 9,1, IT4q Agreement is ggyerc►ed b ;_thg law o the Gommogwealth ;of MaSsacjlusetts ,, t r , 'T � I .,* ' i 94S' LThere are iio express or uiipfied-'warranties,-`h0dd'ing th7 impCted"warranties-of merchan6binty and -fitness for i ---- particular purpose, -not specified herein respecting the Agreement -or -the equipment Software -Products; Auxiliary -- Products, documentation and services provided. 9.6 Honeywell's obligations under the Agreement are limited to the continental United States. 9.7 Customer shall not export directly orl iiidir6c.dy, any tebhn cal'data, information or items acquired under the Agreement to any country for which the United Statea-Government (or any agency thereof) requires an export license or other approval withoutllfrrst olitaifiiAk.'sbu h writterf consent=arid shah- incorporate in all export shipping documents the applicable destination control statemeid ` 9.8 Customer may assign the Agreement in whole' or"in part4nly with the prior written consent of Honeywell. Honeywell at its option has the r ghtto�as''ign the` Agieement;'all'orpart�ohlie payments under the Agreement, or sell Of equipment under the Agreement, to the extent that Honeywell's obligations,to Customer are not f 9.9 The Agree merit re,prdsents the entire agreement between the parties regarding the: subject matt-e Ti �a�ij� supersedes all prior oral and written proposals and communications. 7�G " a 8 L_ 41-i on eywell Agreement 116998 �• � Effective Date r MAINTENANCE SERVICE SUPPLEMENT , Customer City Of Lubbock The Agreement for Data Processing Equipment,, Products and Services between Honeywell and Customer, dated . (Basic Agreement"), is supplemented as follows: 1. Equipment Schedule' Number of equipment'eonfigurations below: Total Basic Monthly Product System Maintenance Qty. Model Number and Description Class Number Charge 1 DCF6015-Bnry Syn Chnl LA0021 $ 26 4 DCF6927-Univ Mod Bypass 1 BTF655 Board Tester 1 CMM6006'Memory Module 1 CMM6001 Memory Module`, 2 CMM6002 Memory Module it 44 1� 0 158 " 134 268 1 DCC645 Dir'Data Channe N/A 1 MSF1035 MSU Adapter 32 1 MTF1046 Code Trnslatr N/A 1 URA0054 Unit Rec Addr 18 TOTAL $1121 Notwithstanding the Effective Date of this Amendment, it is agreed that maintenance service and maintenance charges for the equipment in Section 1 herein commence on PPM Hours. , Scheduled Extended Maintenance Periods) — entercode(s) from reverse side or,". 2. Term 2.1 The Maintenance Service Term for all equipment under the same System Number iq 1 year commencing on the date maintenance service first commences for any unit of equipment under such System Number. The Maintenance Service Term continues thereafter for successive 1 year terms unless earlier terminated by either party upon 90 days written notice prior to the end of any 1 year term. 2.2 Upon commencement of the Maintenance Service Term' Honeywell's obligation to Customer under any prior agreement for the equipment in Section1 ceases and neither Customer nor Honeywell has any further obligation under the prior agreement except for, payment by Customer of charges incurred. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF HIS-450 Printed in U.B.A. Maintenance Service Supplement 3/3/80 3. Charges 3.1 The Total Basic Monthly Maintenance Charge in Section 1 is also used as the basis for calculating additional monthly maintenance charges:' 3.2 Monthly maintenance charges commence upon commencement of a Maintenance Service Term. 3.3 If there is an increase in Honeywell's published commercial maintenance charges and Honeywell gives 60 day's'written notice of such increase, then (i) 1 year after the Effective Date of this Supplement, and (ii)' i year after fhe Effective Date of a subsequent Schedule: for an additional Central System under this Supplement, and at any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Total Basic Monthly Maintenance Charge in excess of Honeywell's then current published commercial Total, Basic Monthly Maintenance Charge. 4. Basic Service Payment of the Total Basic Monthly Maintenance Charge entitles Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM). The PPM is the num,ber.of consecutive hours,per day specified in Section 1 commencing 8:00 a.m., Monday through Friday, excluding Honeywell's published holidays. For Product Class 9 and 11 equipment, Honeywell preventive maintenance service is that which is not specified to be performed by Customer pursuant to documentation and instructions sold or licensed to Customer by Honeywell. 5. Extended Service Honeywell Extended Maintenance Service beyond the PPM is available for election by Customer on a scheduled or unscheduled basis at additional charges as follows: - Scheduled Extended Maintenance. Service 5.1 The available Scheduled Extended 'Maintenance -Service periods and related charges' are defined ih Section 53 herein. 5.2 Scheduled Extended Maintenance Service is provided subject to the following: A. Service is effective upon installation of the equipment, but if Customer schedules service subsequent to installation -or elects to change coverage, it is effective on the first day of a calendar month upon 15'days written notice..:'._.:....-'.. B. Where Scheduled Extended:Mantenance Service is elected, all equipment under the same System Number must have that same coverage period(s). C. For Product Class9 and' 11'equipnienti, service requires payment by Customer of a minimum Total Basic Monthly Maintenance Charge in accordance with Honeywell's policies then in effect. 5.3 Where Scheduled Extended Maintenance Servk6-is elected by Customer (specified in Section 1), Customer will pay additional monthly charges as follows: % of Total Basic Monthly Maintenance Charge Payable as an Additional Monthly Charge Product Class Scheduled Extended Maintenance Period Selection 2 3, 4, 5, 7 9, 11 Code 6, 8, 12 • On Weekdays (Monday through Friday) " — More than _' 0 consecutive hours per day, 1 a J IA — 25% 40k 30% J up to and including-16 consecutive hours, inclusive of the PPM.' — More than 16 consecutive hours per day, 1B 20% 35% 80% 50% inclusive of the PPM,.'; - For PPM hours in Section 1 commencing other 1C 10% 10% 15% 10% than as provided in Section A.- • On Weekends Saturdays — Any period of time 2A 10% — — —Up to and including'any 10 consecutive liouis_ 2B — 7% 15% ` '-10% — More than 10 consecutive hours . ,. 2C — " 10% 25% 20% Sundays aF" — Any period of time 3A 12% — — - -= Up to and including any 10 consecutive hours 3B — 8% 15% 10%.'' More than 10 consecutive hours 3C — 12% 25% 20% Monday through Friday means 8:00 a.m. Monday to 8:00 a.m. Saturday; Saturday means 8:00 a.m. Saturday to 8:00 a.m. Sunday; and Sunday means 8:00 a.m. Sunday to 8:00 a.m. Monday: Unscheduled Extended Maintenance Service Unscheduled Extended Maintenance Service., including preventive and remedial, maintenance service requested beyond the PPM, Saturdays, Sundays or on Honeywell's published holidays'is provided in accordance with Honeywell's hourly rates and policies then w ,in effect. V Alterations and Additions Honeywell is not responsible to Customer for loss of use of the equipment or for any other liabilities arising from alterations, additions, adjustments or repairs which are made to the equipment by other than authorized representatives of Honeywell. If in the opinion of Honeywell, any such alteration, addition, adjustment or repair adversely affects Honeywell's ability to render main- tenance service to the equipment, Honeywell reserves the right to terminate maintenance service for the affected equipment upon 30 days written notice. 7. General 7.1 Honeywell determines the equipment preventive maintenance service and, following Customer's request, shall make avail- able remedial maintenance service. Honeywell shall make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. 7.2 Customer is to provide at no charge for Honeywell's use, all facilities such as storage, working space, electric current and outlets necessary for operation of the equipment. These facilities are to be within a reasonable distance of the equipment. 7.3 Honeywell, at all times, retains title to all Honeywell spare parts until incorporated in the equipment, tools, and computer program media and Honeywell may remove or discontinue usage thereof, as applicable, at any time. In addition, all Honeywell test, diagnostic and verification information and routines (on Honeywell or Customer owned media), maintenance equipment and maintenance materials, information and documentation are confidential and proprietary to Honeywell; such confidential and proprietary items, whether on Customer's site or accessible by remote inquiry or incorporated in the equipment, are and remain the property of Honeywell and Honeywell may remove, or discontinue usage thereof, as applicable, at any time or Customer shall destroy same upon written request from Honeywell. Customer shall treat and protect such confidential and proprietary items in a manner consistent with the maintenance of trade secret rights, and take appropriate action by instruction or agreement with its employees who are permitted access thereto to satisfy its obligations hereunder. 7.4 Maintenance service does not include providing, maintaining or removing attachments, machines or other devices not provided by Honeywell, nor making specification changes, nor performing services connected with relocation, installation and deinstallation, nor refinishing or refurbishing equipment. Any maintenance charges resulting from other than normal use of the equipment or products are to be paid by Customer. In any event, if Honeywell's ability to render maintenance service is impaired by circumstances beyond its control, Honeywell may terminate maintenance service for the affected equipment. 7.5 Product Class 7, 9 and 11 equipment installed more than 50 miles from the nearest Honeywell Field Engineering District Office is subject to a monthly Remote Equipment Maintenance Surcharge in accordance with Honeywell's charges and policies then in effect. 7.6 If, in the opinion of Honeywell, maintaining the equipment in good operating condition is no longer possible for any reason including normal wear and tear, Honeywell shall provide to Customer an estimate of Honeywell's refurbishment charges for such equipment in accordance with Honeywell's charges and policies then in effect. Should Customer fail to make the equipment available to Honeywell for such refurbishment within 60 days after receipt of the estimate, Honeywell may remove the equipment from maintenance service and such estimate will then be null and void. 7.7 Replacement parts are installed on an exchange basis at no additional charge to Customer when such replacement is effected on Customer's premises by Honeywell. Replaced parts are the property of Honeywell. 7.8 Equipment is not to be moved without Honeywell's prior written consent. 7.9 If the Total Basic Monthly Maintenance Charge for equipment hereunder at any installation site is less than the minimum monthly charge defined in Honeywell policy, Honeywell has the right to invoice and Customer shall pay such Total Basic Monthly Maintenance Charge in advance quarterly instead of monthly. S. Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise for maintenance service is for Honeywell to make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. If, however, after repeated efforts, Honeywell is unable to keep the equipment in such condition, then Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise is the payment by Honeywell of actual damages for the equipment not kept in good operating condition, but not to exceed the amount of maintenance charges paid for the affected equipment by Customer for the six months immediately preceding such failure, or $50,000.00, whichever is less. 9. Ordering 9.1 Customer may order maintenance service under a Honeywell authorized order form which expressly references and incorporates the terms and conditions of the Agreement. Any such document not containing such reference and incorporation or which contains other terms and conditions is null and void. All order documents are subject to acceptance by Honeywell. 9.2 Customer shall place an order upon the Effective Date of this Supplement. 9.3 Customers order is to contain the following minimum information: A. Identity of the equipment to be serviced (by quantity, model number, description, charge and requested commencement date); and B_ Reference to the terms and conditions of the Agreement, System Number and the applicable Supplement form and Schedule (if any), by title and date. 10. Termination This Supplement terminates for all purposes upon termination of the Maintenance Service Term, and any renewals, for all equipment. H 11 Agreement No. 124438 oneywe AGREEMENT AMENDMENT F LUBBOCK Customer CITY O- Installation Address 916 TPxag Avenue , Lubbock, Texas 7941;7 The Afire ment for D - P Equi p Prnd _ Strvi't-e dated4 / 2 A J BJ including the S a a Supplement, HIS- 430 dated 4 / 2 8 / 8 3 ("Agreement") apply to the following items ordered by Customer: 1. Equipment Schedule Number of equipment configurations below: ---ti, ti Total Basic Total Basic Initial Monthly Monthly Total Product System -- Term Lease or Maintenance Purchase Qty. ` Model Number and Description ` 'Class Number (Year(s)) Rental Charge',' Charge Price (See Section 1.1 below) 1 DCF6015 — BNRY SYN CHNL 6 LAOQ27 26 4 DCF6927 - UNIV MOD BYPASS'" -a 44> 1 BTF655 — BOARD TESTER: a 4�; 0 1 CMM6000 — MEMORY MODULE ��171 1 CMM6001 — MEMORY MODULE 2 CMM6002 — MEMORY MODULE 290 1 DDC645 — DIR DATA,CHNL ;N/A, 1 MSF1035 — MSU ADAPTER 33 1 MTF1046 — CODE TRNSLATR !!N/A 1 URA0054 — UNIT REC ADDR 19 TOTAL 0728 Notwithstanding the Effective Date of this Amendment, it is agreed that maintenance service and maintenance charges for the equipment in `Section 1 herein commence :on 11/1/83'. PPM Hours: 10 y Scheduled Extended Maintenance Period(sJ-enter code(s) from reverse side or "NIA": 1.1 The following applies for any single payment or installment payment purchase equipment above only: Purchase Maintenance Election (Check One) Customer has elected Honeywell Maintenance service — ❑ Customer has not elected Honeywell maintenance ser- complete the charges in the Total Basic Monthly vice - insert "NIA" in the Total Basic Monthly Main - Maintenance Charge column above. tenarice Charge column above. IUS-470 Printed in U.S.A. Agreement Amendment 3/3/80 of Total Basic Monthly Maintenance Charge iTay4ble as an Additional Monthly Charge Product class 2'' 3, 4, 5, 7 9,11 Scheduled Extended Maintenance Period Selection \bode 6, 8, 12 • On Weekdays (Monday through Friday) — More than 10 consecutive hours per day, 1A 25% 40% 30% up to and including 16 consecutive hours, inclusive of the 'PPM. — More than 16 consecutive hours per day, •'1B 20%b 35% 80% .. 50% inclusive of the PPM. — For PPM hours in Section 1 commencing other 1c '10% 10% 15% 10% than as provided in the applicable Supplement. • On Weekends Saturdays — Any period of time 2A0% — — - - Up to and including any 10 consecutive hours 2S - 7% 15% 10% — More than 10 consecutive hours 2C = 10% 25% 20% Sundays — Any period of time .� 3A 12% — - - - Up to and including any 10 consecutive hours • < t 3B } „7 8% y' 15% 1.0% — More than 10 consecutive hours 3C — 12% 25% 20% Monday through Friday means 8:00 a.m. Monday to'8:00 a.m Saturday; Saturday means 8:00 a.m. Saturday to 8:00 a.m. Sunday; and Sunday means 8:00 a.m. Sunday to 8:00 a.m. Monday, . H:: y ..r Y„ `i .��A. :aJ J, F'�`E 1 .S.! r: E% v. .-� `r (� i� ) -. .... ..... ....,'Y:.. D.S �.,,.. .-F.,_ .i�i1i_..1�.% ... r :1 .(� .. •�\. ....`_ _ yi; -. _. .,. •, t :. ')�'.• J .. J. ..". 3. Software Product Schedule Number of Software Product configurations below: Total Monthly Annual Expanded Software Software Software Ucense Monthly Initial Product Product Product System Term Ucense Ucense Support Support Number Title Number(s) (Year(s)) Fee Fee Charges Service Charge 3.1 System Software Products: 3.2 Application Software Products: 4. General This Amendment is effective when Honeywell signs it. All other terms and conditions of the Agreement remain in full force and effect. CUSTOMER By Title Date HONEYWELL INFORMATION SYSTEMS INC. By Title Effective Date