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HomeMy WebLinkAboutResolution - 101278E - Sales_License_Maintenance Agreements - Honeywell Info Systems Inc - 10_12_1978KJ:hw 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 Sales Agreements, License Agreements and Maintenance Agreements between the City of Lubbock and Honeywell Information Systems, Inc., attached herewith which shall be spread upon the minutes of the Council and as spread upon the minutes of this..Council shall constitut and be a part of this Resolubion as if fully copied herein in detail. Passed by the City Council this 12th day of October , 1978. -.--DIRK WEST, MAYOR :"ATTEST: °,Eve .yn Gdffga, City Secr Lary -Treasurer APPROVED AS TO FORM: 0 /� I �. C. Ross, Jr., City Attorney Honeywell January 17, 1979 Mr. Robert A. Green Director of M.I.S. City of Lubbock 916 Texas Avenue Lubbock, TX 75457 Dear Mr. Green: We at Honeywell are pleased to acknowledge your Sale Agreement For Data Processing Equipment for a Level 6 Model 43 Computer System. Enclosed is a signed copy of the agreement for your files. Sincerely yours, 4::;,. " Joe E. Barlow Senior Marketing Representative JEB/wJJ •Enclosure HONEYWELL INC., 1111 WEST MOCKINGBIRD LANE DALLAS, TEXAS 75247, TELEPHONE 214/688-7600 ADDENDUM A TO MAINTENANCE SERVICE AGREEMENT (HIS - 350) FOR DATA PROCESSING EQUIPMENT between HONEYWELL INFORMATION SYSTEMS INC. and CITY OF LUBBOCK (1) Section 7 is amended by changing the last two lines to read ". . which indemnity will survive the termination of this Agreement, provided that such loss, claim or damage was caused solely by the fault of customer. (2) Paragraph 9.1 is deleted and the following substituted therefor: 9.1 If either party is in default under this Agreement and such default continues for 30 days after written notice by the non -defaulting party, then the non - defaulting party may terminate this Agreement to the extent it is executory at the time of default. (3) Paragraph 9.6 is amended by deleting the words "Commonwealth of Massachusetts" and substituting therefor the words "State of Texas". (4) The following is added as Paragraph 9.8: 9.8 Honeywell agrees to provide a technically qualified Field Engineer to be resident in Lubbock, Texas for a minimum of three (3) years from the effective date of this Agreement provided the equipment installed at the Customer's site represents no less than the minimum Honeywell Level 66 configuration necessary to support the Honeywell-GCOS/66 operating system. I: + ADDENDUM A TO SALE AGREEMENT FOR DATA PROCESSING EQUIPMENT (HIS - 330) between i HONEYWELL INFORMATION SYSTEMS IND (hereinafter Honeywell) and CITY OF LUBBOCK (hereinafter Customer or City) The above -referenced Agreement is hereby amended as follows: (1) Paragraph 4.4 is amended by inserting the word "undisputed" in the first line between the words "other and "charges". (2) Paragraph 4.5 is amended by inserting the word "undisputed" in the first line between the words "any" and "charges". (3) Section 10 is amended by changing the last two lines to read ". . and services provided, which indemnity will survive the termination of this Agreement, provided that such loss, claim or damage was caused solely by the fault of Customer." (4) Section 13 is amended by deleting all of said section except the first two sentences. (5) Paragraph 15.1 is amended by deleting the words "tort or otherwise" in the first line. Paragraph 15.3 is amended by changing the number "2" in the first and second lines to "411. (7) Section 16 is deleted and the following substituted therefor: 16. DEFAULT 16.1 Default occurs upon any of the following: (a) Nonpayment by Customer of any payment obligation imposed by this Agreement and the continuance thereof for a period of 30 days after Honeywell's WRITTEN NOTICE TO CUSTOMER. (b) Nonperformance of any other obligation or liability specifically imposed by any provision of this Agreement. (c) Dissolution, insolvency, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against a party or any guarantor or surety for a party. 16.2 In the event of default, the non -defaulting party will have the right to exercise any one or more of the following remedies: (a) Terminate this Agreement to the extent it is executory at the time of default; (b) If Customer is the defaulting party and the default is one of non-payment or failure to protect Honeywell's Software Products Honeywell may take possession of the equipment, Sortward Products and documentation, wherever located and without demand or notice. (c) If Customer is the defaulting party and the default is one of non-payment or failure to protect Honeywell's Software, Products or documentation, Honeywell may sell,'lease or otherwise dispose of the equipment publicly or privately. 16.3 In the event of default by Customer and the default is one of non-payment or failure to protect Honeywell's Software Products or documentation, Honeywell may require Customer to assemble the equipment, Software Products and documentation and make them available at a time and place convenient to Honeywell. 16.4 No delay or failure of eitherlparty to exercise any right or remedy will operate as a waiver thereof. (8) Paragraph 17.4 is amended by deleting the words "Commonwealth of Massachusetts" and substituting therefor the words "State of Texas". (9) THE EQUIPMENT AND SOFTWARE PRODUCT SUPPLnINT (HIS-333), WHICH SUPPLEMENT IS A PART OF THE ABOVE -REFERENCED SALE AGREEMENT (HIS-330) IS HEREBY AMENDED AS FOLLOWS: (9.1) Section 1 is deleted and the following substituted therefor: 1. Equipment/Software Products Honeywell Level 6 Equipment which is to be purchased and Honeywell Level 6 Software Products which are to be licensed under this Agreement are set forth in the two Schedule Continuation Forms (HIS-301s) attached hereto and made a part hereof. Additional Honeywell Level 6 equipment may be purchased and additional Honeywell Level 6 Software may be licensed hereunder subject to Section 9 of this Equipment and Software Product Supplement (HIS-333) or by listing on additional Schedule Continuation Forms (HIS-3016). (9.2) Paragraph 9.1 of said Equipment and Software Product Supplement (HIS-333) is amended by changing the second line to read ". . . this Agreement, except as may be listed on Schedule Continuation Forms (HIS-301s). Purchase orders will contain as a minimum:" Honeywell Customer MAINTENANCE SERVICE AGREEMENT FOR DATA PROCESSING EQUIPMENT between HONEYWELL INFORMATION SYSTEMS INC. 200 Smith Street Waltham, Massachusetts 02154 City of Lubbock and Agreement No.: Installation Address 916 Texas Avenue City Lubbock State Texas Zip Code 79457 Honeywell agrees to provide to Customer, and Customer agrees to accept, Honeywell's data processing equipment maintenance service subject to the following terms and conditions: 1. Supplements and Addenda The following are a part of this Agreement: (1) Maintenance Service Supplement: HIS— 35 6 , Product Class 6 , System No. L A002 7 , Dated (2) Mainteaue Service Supplement:9 HIS— bb , Product Class , System No. , Dated (3) Addendum A to HIS-350 Maintenance Service Agreement. 2. Equipment The equipment to be maintained hereunder and its maintenance service term are set forth in the Maintenance Service Supplement(s) listed in Section 1. 3. Effective Date This Agreement will be effective on the date it is signed by Honeywell and will continue as provided in the Maintenance Service Supplement(s) until terminated by either party on 90 days prior written notice. 4.1 Monthly charges will be invoiced in advance on the first day of each month beginning on the commencement date of the Maintenance Service Term in the Equipment Supplement(s) hereunder, and will be due and payable 30 days from the date of invoice. Any other charges will be invoiced to Customer as incurred and will be due and payable upon receipt of invoice. 4.2 Customer will pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in or service provided or upon this Agreement. 5. Maintenance Service 5.1 Honeywell will make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. Cl !M=X&e By By Title Dirk West, Mayor Title Honeywell MAINTENANCE SERVICE SUPPLEMENT Agreement NOL System No. Product Class 3,4,5,6,8,12 The Maintenance Service Agreement for Data Processing Equipment between Honeywell and Customer, City of Lubbock dated, ("Agreement") is supplemented as follows: 1. Equipment Schedule and Term Maintenance Service Term: One Year. Unit Basic Monthly Total Basic Monthly Qty. Model Number and Description Maintenance Charge Maintenance Charge 1 DCF6611 Dual $7 $7 Synchronous Channel Package 4, DCF6927 Universal 10 40 Modem Bypass $47 2. Charges 2.1 The Total Basic Monthly Maintenance Charge will entitle Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) which is the 10 hours per day between 8:00 am. and 6:00 pm., Monday through Friday, excluding Honeywell's published holidays. 2.2 Honeywell Extended Maintenance Service beyond the PPM is available on a scheduled or unscheduled basis. (a) Customer selects the following scheduled Extended Maintenance Service (indicate by "X"). i. Monday through Friday: in excess of the PPM, excluding Honeywell's published holidays, in accordance with Section 2.3 of this Supplement: _Up to and including 16 consecutive hours; _In excess of 16 consecutive hours 9. Saturdays and Sundays in accordance with Section 2.3 of this Supplement: _ Saturdays Sundays: Up to and including 10 consecutive hours _.Saturdays Sundays: In excess of 10 consecutive hours ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER // , . ��_ asVg Title Dirk West, Mayor Date October 12, 1978 HONEYWELL INFORMATION SYSTEMS INC. By Title Date Approved as to form: HIS-356 (John C. Ross, Jr., Ciiy Attorney Maintenance Service. Supplement — Class 3, 4, 5, 6, 8, 12 Printed in U.S.A. 4/1/77 HONEYWELL — COPY 1 Honeywell MAINTENANCE SERVICE SUPPLEMENT Agreement No. System No. Product Class 9 The Maintenance Service Agreement for Data Processing Equipment between Honeywell and Customer, City of Lubbock dated, ("Agreement") is supplemented as follows: 1. Equipment Schedule and Term Maintenance Service Term: One Year Unit Basic Monthly Total Basic Monthly Qty. Model Number and Description Maintenance Charge Maintenance Charge 1 CPS9561 Mod 43 10-Slot $86 $86 1 CAB9003 60 Inch Rack -- -- 1 PSS9007 Power Dist. Unit 4 4 115V/30A 3 CMC9001 Mem Cont W/8K 24 72 9 CMM9001 8K Mem Pac 10 90 1 MSC9101 Mass Stg. Cont 16 16 1 CDM9101 Disk Device Pac 12 12 1 DCU9116 Cart Disk Drive 80 80 1 MLC9103 Mult Comm Pac 12 12 1 DCM9103 Comm Pac 2 9 9 Sync Lines 1 DCM9101 Comm Pac 2 4 4 Async Lines 2 DCM9114 Comm Pac 2 4 8 Current Loop 3 MLC9104 Mult Comm Proc 26 78 (set of 8 lines) 25 VIP7200 CRT's 25 625 1 TWU1005 Keyboard Printer 49 49 120 CPS 5 PRU1005 120 CPS Printer 48 240 5 TTF0212 20 ma Current Loop -- -- 1 TTF0210 2 Chan VFU 3 3 $1,388 ADDITIONAL TERMS AND CONDITIONS ON REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. C OF BB K TEXAS By By Title Dirk West,,_ Mayor Title Date October 12. Approved as to form: HIS-359 Date John" C. Ross, Jr �+; Printed in U.S.A. rt-.... o r4n%94Nr �ttPFQaV, 4/1177 Honeywell Agreement No. Product Class 9 EQUIPMENT AND SOFTWARE PRODUCT SUPPLEMENT The Sale Agreement for Data Processing Equipment between Honeywell and Customer, C 1 ty o Lu o C dated, , ("Agreement') is supplemented as follows: I. Equipment/Software Products Equipment which is to be purchased and Software Products which are to be licensed under this Agreement will be set forth in Customer's purchase order in accordance with Section 9. 2. Prices The prices for all equipment, services or Software Products, ordered under this Agreement will be Honeywell's then current published commercial prices at the time Customer's order is accepted by Honeywell, less any applicable discounts. 3. Order and Delivery Terms 3.1 An ordering term of 12 months and a delivery, term of 15 months will commence on the effective date of this Supplement. All orders for equipment, services or Software Products must be placed during the ordering term for delivery during the delivery term. 3.2 Upon execution of this Supplement, Customer will issue a purchase order setting forth Customer's initial order. 33 If at the end of the delivery term, Customer has failed to accept delivery of equipment and Software Products as specified in Customer's purchase orders, Honeywell will invoice and Customer will pay any unearned discounts on equipment and Software Products previously delivered plus interest at 1-1/2 percent per month, but not in excess of the lawful maximum, from the due date of the previously issued invoices. 4. Discount Terms . Terms of discount and discount application are set forth in the attached Discount Schedule for Class 9 products which is incorporated in and made a part of this Supplement. S. Cancellation (a) Standard Honeywell Equipment If Customer requests cancellation in writing of any order within 60 days of scheduled shipment date, Customer will pay to Honeywell a cancellation charge as follows: No. of Days Notice Received Prior to Scheduled Shipment Date 31 to 60 0 to 30 (b) Customized or Special Honeywell Equipment Percentage of List Purchase Price Due 15% 35% If Customer requests cancellation of any customized or special Honeywell equipment, Customer will pay to Honeywell a cancellation charge. Such charge will be established at the time notice of cancellation of such customized or special Honeywell equipment is received by Honeywell, or any time prior thereto, if requested in writing by Customer. (c) Any equipment cancelled will automatically be removed from the discount provisions of this Agreement. The cancellation charge may not be applied toward any subsequent reordering of equipment. HIS-333 Equipment/Software Product Supplement Printed in U.S.A. (Sale/License) 4/r/77 10.9 Termination (a) If Customer fails to comply with any of its obligations under this Section 10, Honeywell will have the right, at any time, to terminate each license and take immediate possession of each Software Product and all copies wherever located and without demand or notice. (b) Within 5 days after the termination of any license, Customer (a) will return to Honeywell each Software Product in the form provided by Honeywell or as modified by Customer and all copies in whole or in part made by Customer, or (b) upon request by Honeywell destroy each Software Product and all copies, and certify in writing that they have been destroyed. 11. Effective Date The effective date of this Supplement is the date it is signed by Honeywell. 12. Supplements and Addenda The following are part of this Agreement: (1) Discount Schedule for Class 9 Products, HIS- 3 3 3 -1, Rev. 0 - CUSTOMER CITY OF LUBBOCK By 7E;�JN W Title Mayor HONEYWELL INFORMATION SYSTEMS INC. By Title Date Octoher 12,_197R Date Approved as to form: don C. Ross, Jr., CI 7Cftbrney Honeywell SCHEDULE CONTINUATION FORM TO Agreement No. System No. Producx Class Page -of of SALE AGREEMENT FOR DATA PROCESSING EQUIPMENT HIS-330 Supplement, dated 1. Equipment Schedule Qt Model Ntimber and Description 1 CPS9561 Mod 43, 10 Slot 1 CAB9003 60 Inch Rack 1 PSS9007 PDU 115V/30A 3 CMC9001 Mem Cont W/8K 9 CMM9001 8K Memory Pac 1 CDM9101 Disk Device Pac 1 CDU9116 Cart Disk Drive 1 MLC9103 Mult Comm Pac 1 DCM9103 Comm Pac 2 Sync Lines 1 DCM9101 Comm Pac 2 Asymc Lines 2 DCM9114 Comm Pac 2 Current Loop 3 MLC9104 Mult Comm Proc **25 VIP7200 CRTs 1 TWU1005 Keyboard Printer 120 CPS S PRU1005 120CPS Printer 5 TTF0212 20 ma Current Loop 1 TTF0210 2 Chan VFU 1 MSC9101 Mass stg. Cont. CUSTOMER OF T XAS BY irk West, May r Title Total Purchase Price **Less Qty. Discount Total Balance Due Unit Purchase Total Purchase Price rice $109000 $10,000 950 950 350 350 23,100 6,300 875 7,875 13,100 1,100 8,000 8,000 1,500 1,500 1, 600 1,600 650 650 650 1,300 3,570 10,710 1,980 49,500 3,600 3,600 3,390 16,950 100 S00 250 250 3,600 3,600 $124,735 (7,.4.25).. $117,310 HONEYWELL INFORMATION SYSTEMS INC. By Title October 12, 1978 Date Date Approved as to form: H[s3o1 John C. Ross, Jr. , Cit "Attorney Printed in U.S.A. Schedule Continuation Form 12/1/76 HONEYWELL—COPY 1 Honeywell SCHEDULE CONTINUATION FORM Agreement No. System No. Product Class Page 1 of 1 SALE AGREEMENT FOR DATA PROCESSING EQUIPMENT HIS - 330 Supplement, dated 1.. Software Product Schedule: Software Product Number SHS915E SHC911E SHC917E J CUSTOMER Initial Title License Fee G COS 6 Mod 400 Exec. Honeywell Comm And File Transfer Data Entry Facility $1,500 400 1,400 $3,300 Total Annual Software Support Charges $550 AW 200 $830 HONEYWELL INFORMATION SYSTEMS INC. By Title Date October 12, 1978 Date Approved as to form: HIS301 -- Printed in U.S.A. Schedule Continuation Form Johil' C. Ross, Jr., City X ttorney 121in6 HONEYWELL—COPY 1 SALE AGREEMENT FOR DATA PROCESSING EQUIPMENT between HONEYWELL INFORMATION SYSTEMS INC. 200 Smith Street . Waltham, Massachusetts 02154 and Customer City of Lubbock Installation Address 916 Texas Avenue City Lubbock State Texas Zip Code 794.57 Honeywell agrees to sell to Customer, and Customer agrees to purchase, Honeywell's data processing equipment subject to the following terms and conditions: 1. Equipment The equipment subject to this Agreement is set forth in the Supplement(s) listed in Section 18. 2. Effective Date The effective date of this Agreement is the date it is signed by Honeywell. 3. Title Title to units of equipment will pass: (a) On the date the unit of equipment is shipped by Honeywell, or (b) For installed equipment being converted to purchase, on the date any existing Honeywell agreement terminates as provided in Section 4.1 (b). 4. Terms of Payment and Additional Charges 4.1 The Total Unpaid Purchase Price will be due and payable: (a) When equipment is shipped by Honeywell, 10 days following the date the equipment is installed and ready for use. Any existing Honeywell agreement for equipment being replaced will continue up to the date the replacement equipment is installed and ready for use; (b) When equipment is installed and being converted to purchase, on the last day of the month in which this Agreement is effective. Any existing Honeywell agreement for installed equipment being converted to purchase will continue up to such day. 4.2 Customer will pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in or use of the equipment, services, Software Products or upon this Agreement, exclusive of personal property taxes which will be paid by Honeywell, except that personal property taxes assessed on the equipment after the date title passes will be paid by Customer. 4.3 All charges for transportation, rigging and drayage will be paid by Customer. All boxing, crating and skidding used in the shipment of the equipment is the property of Honeywell and will be returnable at Honeywell's option. ✓ 4.4 Airy other charges not specified herein will be invoiced as incurred and will be due and payable upon receipt of invoice. ✓ 4.5 If Customer fails to pay any charges when due and payable, Customer agrees that Honeywell will have the right to invoice and Customer will pay a late payment charge of 1.5 percent per month, but not in excess of the lawful maximum, on the past due balance. 5. Delivery Any equipment shipped by Honeywell will be delivered F.O.B. point of shipment in accordance with a mutually agreeable delivery schedule. 6. Patents Honeywell will defend at its own expense any suit or proceeding brought against Customer based on a claim that equipment purchased hereunder constitutes an infringement of any patent of the United States, provided that Honeywell is notified promptly in writing and given full and complete authority, information and assistance for the defense of same. If the foregoing provision is complied with, Honeywell will pay damages and costs awarded against HLS-330 Printed in U.S.A. Cash Sale Agreement (Outright/conversion) 4/1/77 Honeywell Customer Honeywell Honeywell Honeywell — Copy I — Copy 3 — Copy 4 — Copy 5 Honeywell 17.3 This Agreement may be amended only by an instrument in writing executed by Customer and Honeywell. 17A This Agreement is governed by the law of the Commonwealth of Massachusetts. 17.5 This Agreement represents the entire agreement between the parties and supersedes all prior oral and written proposals and communications. 18. Supplements and Addenda The following are a part of this Agreement: (1) Equipment Supplement: HIS— 3 3 2 , Product Class 6 , System No. LAO 0 2 7, Dated (2) Software Product License Supplement: HIS— 320 , Product Class 6 , System No. LAO 0 2 7, Dated (3) Equipment and Software Product Supplement: HIS— 333 , Product Class 9 , System No. NA , Dated NA (4) HIS 301 , SCHEDULE CONTINUATION FORM (Level 6 HARDWARE) TO HIS-333 (5) HIS 301 , SCHEDULE CONTINUATION FORM (Level 6 SOFTWARE) TO HIS-333 (6) ADDENDUM A CUSTOMER CI S w Title Dirk West, Mayor HONEYWELL INFORMATION SYSTEMS INC. By Title Date October 12. 1978 Date Approved as to form: '' V�' --- I ohn C. Ross, Jr., Eity Attorney Honeywell EQUIPMENT SUPPLEMENT Agreement No. System No. LA0027 Product Class The Sale Agreement for Data Processing Equipment between Honeywell and Customer, City of Lubbock dated, CAgreement') is supplemented as follows: 1. Equipment Schedule Unit Purchase Total Purchase Qty. Model Number and Description Price Price 1 DCF6611 Dual Synchronous $1,450 $1,450 Channel Package 4 DCF6927 Universal Modem 395 1,580 Bypass *Installed Equipment Being Total Purchase Price $ 3,030 Converted to Purchase For Installment Sale: The Total Balance Due will Less: Cash Down Payment be Paid by Customer in Total Unpaid Purchase consecutive monthly Price (Principal Sum) installments of $ Plus: Installment Sale each. Interest Charges on Amount Financed Total Balance Due 2. Shipped Equipment Warranty Period: 1 2Months 3. The effective date of this Supplement is the date it is signed by Honeywell. CUSTOMER F VBBO K, TEXAS By s , or Title Date October 12, 1978 3 $ 3,030 3 $ 3,030 HONEYWELL INFORMATION SYSTEMS INC. By Title Date Agreement Not Honeywell System No. Product Class SOFTWARE PRODUCT LICENSE SUPPLEMENT Sale Agreement for Data Processing Equipment The between Honeywell and Customer, City of Lubbock , dated ("Agreement") is hereby supplemented as follows: Honeywell agrees to provide to Customer and Customer agrees to accept the System Software Products and Application Software Products listed below and the related materials provided therewith ("Software Product") in accordance with Honeywell's then current policies subject to the terms and conditions of this Supplement and the Agreement: 1. Software Product Schedule: Software Product Number 1.1 System Software Products 1.2 Application Software Products SEC6002 License Monthly Paid Up Term License license Title Yea s Fee Fee Host File NA $10 NA Transceiver For Level 6 2. Effective Date and License Term 2.1 The effective date of this Supplement is the date it is signed by Honeywell. 2.2 The license granted herein for each Software Product will be effective on the shipment date of the Software Product and will continue through the end of its License Term and thereafter unless otherwise terminated as provided herein. The License Term for each Software Product provided on a Paid Up License Fee basis will continue during Customer's possession of the Central System or until terminated as provided herein. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. OF LJJBBOCK, TEXAS By By Dirk WWest, Ilayor Title Title Date October 12, 197R Date Agparoved as to form; HI 20 l �c`..� Punted in U.S.A. w Softare Product License Supplement John C. Ross 12/1/76 ' Jr C Vp i-torne LIl1ALCYtA ie i�r'1ee 'r' -y�-- _