HomeMy WebLinkAboutResolution - 6102 - Contract - Data Systems International- Best Scan Possible - 11_12_1998Resolution No. 6102
Item No. 43
November 12, 1998
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 to purchase a mini-
computer to replace existing equipment in support of the J.D. Edwards Financial System,
by and between the City of Lubbock and Data Systems International, and related
documents. Said contract is attached hereto and incorporated in this resolution as if fully
set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council this 12th d y of November r 1998.
Y SI TO
O M#YUR
ATTFST:
Kaythi arnel , City Secretary
APPROVED AS TO CONTENT:
&?At&t�L il�i
arlett Chowning
Information Technology Manager
APPROVED AS TO FORM:
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William de Haas
Competition and Contracts Manager/Attorney
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November 3, 1998
Resolution No. 6102
Item No. 43
DSI Customer Agreement .� November 12, 1998
Thank you for doing business with us. We are committed to providing you with the
highest quality Products and Services. If, at any time, you have any questions or
problems, or are not completely satisfied, please let us know. Our goal is to do our
best for you.
This DSI Customer Agreement (called the "Agreement") covers the major business
transactions we may do with you.
This Agreement and its applicable Attachments and Transaction Documents are the
complete agreement regarding these transactions, and replace any prior oral or written
communications between us.
By signing below for our respective Companies, each of us agrees to the terms of this
Agreement. Once signed, 1) any reproduction of this Agreement, an Attachment , or
Transaction Document made by reliable means (for example, photocopy or facsimile) is
considered an original and 2) all Products and Services you order under this
Agreement are subject to it.
Ag ed to:. Agreed to:
Data Systems International, Inc.
7801 W. 11Oth Street, Suite 200
cityretaryKayth ae6l)arnell,Overland Park, KS 66210
(913) 491-1880
B
thofted signature
Windy Sitton, Mayor.
Name (type or print):
Date: November 12, 1998
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CampS&= and Contraas tanager
Name (type or print): JOHM
Date: ' o/2s q 8
Pp,c3r, E L 1A 0 r
Approved as to crontent:
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Sharlett Chowning
Information Technology Mana er
SeP716-98 07:49P Data Systems Int'7 972 503-8946 P.02
City of Lubbock
S20-2165 AS/400 Server
CPU 49.8 Interactive/464.3 Server CPW
1024 M6 Memory
83.8 GB Total Diskf7l.2 GB RAID-5
16/4 Token -Ring, 10/100 Ethernet
3570-C11 Magstar Tape Library
P10 Software Group
9406-170 256 MB and 24 GB Disk
101100 Ethernet
P05 Software
Tape Sharing Switch
September 16,1998
Presented by John Progelhof
Part 1 - General
1.1 Definitions
Customer -set-up Machine is an IBM Machine that you
set up according to our Instructions.
Date of Installation is the following:
1. for a Machine
a. the business day after the day we install it or, if
you defer installation, make it available to you for
installation;
b. the second business day after the end of a
Customer -set-up Machine's standard transit
allowance period. We will allocate a reasonable
transit allowance period; or
c. the second business day after the arrival of a
non -IBM Machine.
2. for a Program, the later of
a. the day after its testing period ends (this does'
not apply to Program Packages);
b. 10 days after we ship it; or
c. the day, specified in a Transaction Document, on
which we authorize you to make an Additional
License Copy or a copy of a Distributed Feature.
Designated Machine Is the Machine, that you identify to
us by typelmodel and serial (or plant order) number, on
which you intend to use a Program for processing.
When we specify that you do not have to provide this
identification to us, their term "Designated Machine"
means the single Machine on which you may use the
Program at any one time.
Machine is a machine, its features, conversions,
upgrades elements, or accessories, or any combination
of them. The term "Machine" includes an IBM Machine
and any non -IBM Machine (including other equipment)
that we may provide to you.
Product is a Machine or a Program.
Program is the following, Including features and any
whole or partial copies:
1. machine-readable instructions
2. a collection of machine-readable data, such as
data base; and
3. related materials, including documentation and
listings, in any form.
The term "Program" includes an IBM Program and any
non -IBM Program that we may provide to you. The term
does not include Ucensed internal Code or Materials.
Service is assistance or use of a resource (such as a
network) we make available to you.
Specification is a document that provides information
specific to a Product. For a Machine, we call the
document "Official Published Specifications' For a
Program, we call it "Ucensed Program Specifications" or
"Ucense Information."
Specified Operating Environment is the Machines
and Programs with which a Program is designed to
operate, as described in the Program's Specifications.
1.2 Agreement Structure
DSI requires a down payment to accompany the order.
The amount is applied to the purchase price. In the
event the order is canceled prior to shipment, a
restocking charge will be assessed and the remaining
down payment returned. If the order is canceled after
shipment the deposit will be retained.
Transaction Documents
For each order you place, we will provide to you the
appropriate 'Transaction Documents' that confirm the
specific details of your order. The following are
examples of Transaction Documents, with examples of
the information they may contain.
1. supplements (Machine quantity and type
ordered, price, estimated shipment
date, and warranty period.
2. statements of work (project schedule,
responsibilities, and charges); and
3. invoices (rtem, quantity, price, amount due, and
other typical invoice
Information.
Conflicting Terms
If there is a conflict among the terms in the various
documents, those of an Attachment prevail over those of
the Agreement. The terms of a Transaction Document
prevail over those of both of these documents.
Our Acceptance of Your Order
A Product or Service becomes subject to this Agreement
when we accept your order. We accept your order by
doing any of the following:
1. sending you a Transaction Document;
2. shipping the Product; or
3. providing the Service.
4. accepting a down payment
Your Acceptance of Additional Terns
You accept the additional terns in an Attachment or
Transaction Document by doing any of the following:
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1. signing the Attachment or Transaction Document
2. using the Product or Service, or allowing others to
do so; or
3. making any payment for the Product or Service.
Returns
DSI will not accept any returned goods (products,
machines or programs) after installation.
1.3 Delivery
We will use our best efforts to meet your delivery
requirements for Products and Services you order, and
will inform you of their status. We pay normal
transportation charges for Products we ship to you.
1.4 Electronic Communications
Each of us may communicate with the other by
electronic means. Both of us agree to the following for all
electronic communications:
1. an identification code (called a "USERID")
contained in an electronic document is legally
sufficient to verify the sender's Identity and the
document's authenticity.
2. an electronic document that contains a USERID is
a signed writing; and
3. an electronic document, or any computer printout
of it, is an original when maintained in the normal
course of business.
Electronic Data Interchange
We may provide Electronic Data Interchange (called
"EDI") Options to you. Electronic invoicing and
electronic payment are examples of these Options.
When using EDI Options, each of us agrees:
1. when a bank is involved, to pay our respective bank
charges and to promptly notify the other of any changes
to the bank payment process; and
2. to promptly notify the other of any changes to the
technology process, or information upon which the EDI
transactions are based.
We will specify respective responsibilities for the EDI
option.
1.6 Prices and Price Changes
The foilowing are the basis on which we may require the
amount payable for a Product or Service to be paid, with
an example of each:
1. one-time (the price of a Machine):
2. recurring (a monthly charge for Service); or
3. a combination of both (an initial charge and a
monthly license charge for a Program).
Prices are subject to change.
1.6 invoicing, Payment, and Taxes
You agree to pay as we specify in the invoice. You also
agree to pay amounts equal to any applicable taxes
resulting from any transaction under this Agreement.
This does not include taxes based on our net income.
You are responsible for personal property taxes for each
Product from the date we ship it to you. The purchase
price Is due and payable at installation of the machine,
product or service.
1.7 Additional Charges
Depending on the particular Product, Service, or
circumstances, additional charges may apply. For
example, if we are required to use other than private
automobile or scheduled public transportation to provide
special delivery to you, we charge an additional amount.
We will notify you in advance if these charges apply.
1.8 Types of Service for Machines
IBM provides certain types of services for a machine.
DSi does not provide maintenance service for a
machine. -
1.9 Patents and Copyrights
Claims for Which We are Not Responsible
We have no obligation regarding any claim based on
any of the following:
1. your modification of a Product, or a Program's use
In other than its Specified Operating Environment.
2. the combination, operation, or use of a Product
with any product, data, or apparatus that we did
not provide; or
3. infringement by a non -IBM Product alone, as
opposed to its combination, operation, or use as
part of a system of Products that we provide to
you.
1.10 Limitation of Liability
Under no circumstances are we liable for any of the
following:
1. third -party claims against you for losses or
damages (other than those under the first two items
listed above);
2. loss of, or damage to, your records or data;
3. economic, consequential damages (including lost
profits or savings) or Incidental damages, even if we
are informed of their possibility.
4. the machine configuration is based upon your input
and modification of configuration assumptions. DSI
is not responsible for business interruption for
"undersized" machines ordered by you.
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1.11 Mutual Responsibilities
Both of us agree that under this Agreement:
1. neither of us will use the other's trademark, trade
name, or other designation in any promotion or
publication without prior written consent;
2. all information exchanged is nonconfidential. If
either of us requires the exchange of confidential
information, it will be made under a signed
confidentiality agreement;
3. each is free to enter into similar agreements with
others;
4. each grants the other only the licenses specified.
No other licenses (including licenses under
patents) are granted;
5. each will allow the other reasonable opportunity to
comply before it claims that the other has not met
Its obligations; and
6. neither of us will bring a legal action more than
two years after the cause of action arose.
1.12 Your Other Responsibilities
You agree:
1. not to assign this Agreement or your rights under
it, delegate your obligations, or resell any Service
without prior written consent. Any attempt to do
so is void;
2. to acquire Machines with the intent to use and not
for reselling, leasing, or transferring to a third
party, unless either of the following applies —
a. you are arranging lease -back financing for the
Machines, or
b. you purchase them without any discount or
allowance, and do not remarket them in
competition with authorized remarketers;
3. to allow us to install mandatory engineering
changes (such as those required for safety) on a
Machine. Any parts we remove become our
property;
4. that you are responsible for the results obtained
from the Products and Services;
5. to comply with all applicable government export
laws and regulations; and
6. to provide us with full, free and safe access to
your facilities for us to fulfill our obligations. If you
become aware of any unsafe conditions or
hazardous materials to which our personnel
would be exposed at any of you facilities, you
agree to promptly notify us.
1.14 Agreement Termination
You may terminate this Agreement on written notice to
us following the expiration or termination of all your
obligations.
Ether of us may terminate this Agreement If the other
does not comply with any of its terms, provided the one
who is not complying is given written notice and
reasonable time to comply.
Any terms of this Agreement which by their nature
extend beyond its termination remain in effect until
fulfilled, and apply to respective successors and
assignees.
1.16 Geographic Scope
All your rights, all our obligations, and all licenses
(except for licensed Internal Code and as specifically
granted) are valid only in the United States and Puerto
Rico. ^�
1.16 Governing Law TEXAS
The laws of the State of Ke"mw govern this Agreement.
Part 2 -Warranties
2.1 The IBM Warranties
DSI is a reseller of IBM products and as a reseller does
not provide any warranties in addition to those provided
by IBM. Where the word "we" is used in this section; the
word "we" refers to IBM.
For each IBM Machine, we warrant that it:
1. Is free from defects in materials and workmanship;
and
2. conforms to its Specifications.
The warranty period for a Machine is a specified, fixed
period. We calculate its expiration from the Machine's
Date of Installation.
During the warranty period, we provide warranty service
under the type of service we designate for the Machine
or under the alternative service you select under
Maintenance Services.
For us to provide warranty service for a feature,
13. Your Additional Rights conversion, or upgrade, we require that the Machine on
You may have additional rights under certain laws (such which it is installed be 1) the designated,
as consumer taws) which do not allow the exclusion of serial -numbered Machine and 2) at an
Implied warranties, or the exclusion or limitation of engineering -change level compatible with the feature,
certain damages. If these taws apply, our exclusions or conversion, or upgrade.
limitations may not apply to you.
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r.
During the warranty period, we manage and install
engineering changes that apply to the Machine.
if a Machine does not function as warranted during the
warranty period, we will repair or replace it without
charge. if we are unable to do so, you may return it to
us and we will refund your money.
Warranty for IBM Programs
For each warranted IBM Program, we warrant that:
1. we have the right to license it; and
2. it conforms to its Specifications
The warranty period for a Program expires when its
Program Services are no longer available.
During the warranty period, we provide warranty service,
without charge, for a Program through Program
Services. Program Services are available for a
wan -anted Program for at least one year following its
general availability. Therefore, the duration of warranty
service depends on when you obtain your license. if,
during the first year after you obtain your license, we are
unable to make the Program function as warranted, you
may return it to us and we will refund you money.
Warranty for iBM Services
For each iBM Service, we warrant that we perform it:
1. in a workmanlike manner, and
2. according to is current description contained in
this Agreement, an Attachment, or a Transaction
Document.
Warranty for Systems
Where we provide Products to you as a system, we
warrant that they are compatible and can operate with
one another.
Warranty for integrated Systems
For each integrated system we deliver to you under a
Statement of Work for Systems Integration Services, we
warrant that it meets its Completion Criteria as specified
In the Statement of Work.
Warranty for Integrated Systems
For each integrated system we deliver to you under a
Statement of Work for Systems Integration Services, we
warrant that it meets its Completion Criteria as specified
In the Statement of Work.
The warranty period for an integrated system is a fixed
period as specified In the Statement of Work. It begins
on the date we deliver the system to you.
if an integrated system does not function as warranted
during the warranty period, we will correct the deficiency
without charge. If we are unable to do so, you may
return the system to us and we will refund your money.
2.2 Extent of Warranty
If a Machine is subject to federal or state consumer
warranty laws, our statement of limited warranty included
with the Machine applies in place of these Machine
warranties.
Misuse, accident, modification, unsuitable physical or
operating environment, operation in other than the
Specified Operating Environment, improper maintenance
by you, or failure caused by a product for which we are
not responsible may void the warranties.
THESE WARRANTIES REPLACE ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
2.3 Items Not Covered by Warranty
We do not warrant uninterrupted or error -free operation
of a Product or Service.
We will identify iBM Products and Services that we do
not warrant.
We provide non -IBM Products and Services on as "AS
IS" basis. However, non-iBM manufacturers, suppliers,
or publishers may provide their own warranties to you.
Part 3 - Machines
3.1 Title
When we accept your order, we agree to sell you the
Machine described in a Transaction Document. We
transfer title to you or, if you choose, your lessor when
we ship the Machine. However, we reserve a purchase
money security Interest in the Machine until we receive
the amounts due. For a feature, conversion, or upgrade
involving the removal of parts which become our
property, we reserve the security interest until we
receive the amounts due and the removed parts. You
agree to sign an appropriate document to permit us to
perfect our purchase money security interest.
3.2 Risk of Loss
We bear the risk of loss for the Machine through its Date
of Installation. Thereafter, you assume the risk.
3.3 Production Status
Each Machine is manufactured from new parts, or new
and serviceable used parts (which perform like new
parts). In some cases, the Machine may not be new and
may have been previously installed. Regardless of the
Machine's production status, our warranty terms apply.
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3.4 Installation
For the Machine to function property, It must be installed
in a suitable physical environment. You agree to provide
an environment meeting IBM's specified requirements
for the Machine.
IBM has standard installation procedures to ensure that
each Machine installed is in good working order and
meets its Specifications. We will successfully complete
these procedures before we consider the Machine
Installed.
You are responsible for setting up a Customer -set-up
Machine (we provide instructions to enable you to do so)
and for the Installation of a non -IBM Machine.
Machine Features, Conversions, and Upgrades
We sell features, conversions, and upgrades for
Installation only on designated, serial -numbered
Machines. You represent that you have the permission
of the owner (if you are not the owner of the Machine)
and any lien holders to 1) install features, conversions,
and upgrades and 2) transfer removed parts to us.
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