HomeMy WebLinkAboutResolution - 5080 - Agreement - Unisys Corporation - New Item Processing, Mail-In Payment - 01_25_1996Resolution No. 5080
January 25, 1996
Item #14
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 and all related documents by and
between the City of Lubbock and Unisys Corporation for a new Item Processing (mail -in
payment) system for the City of Lubbock, which agreement is attached hereto, 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 Re ion as 'filly copied herein in detail.
Passed by the City Council this
ATTEST:
Betty . Jo son, City Secretary
APPROVED AS TO CONTENT:
Robert Massengale
Director of Electric Utilities
APPROVED AS TO FORM:
Mnald G. Vandiver, Fi
Assistant City Attorney
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January S, 1996,.
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Item #14
P.O. Box 10541
Lubbock,.7exas 79408-3541
Customer acknowledges it has read and understands this Agreement (including all attached schedules and amendments) and is not entering
into this Agreement on the basis of any representations not ezpressl rth in it.
Agreed and Accepted
Unisys r ion Cust er
01 25/96
(si6nature).. Mate) tore) v (Dire)
David R. Langston
(Prinied/bped name) M Y B. P�. A (Printed/typed name)
GROUP CONTRACT MAfd M
Mayor
(Title) (Title)
1
® Printed an recycled paper 1 Of 14 4305 6407-001 (1/94)
0
UNISYS Consolidated Agreement
State and Local Government
Unisys Corporation ("Unisys") will sell and license Products and services and Customer agrees to purchase and license those Products
and services under the following terms and conditions:
1. Definitions
1.1 Software means the object code version of computer programs
and any related documentation, excluding maintenance diagnostics.
Software also means the source code version where provided by
Unisys. Software also means microcode, not embedded in a circuit
element, that enables the equipment to function according to its
published specifications.
1.2 Products means equipment, Software, documentation (includ-
ing manuals and education materials) and Software maintenance
releases and updates.
1.3 Software Processing Unit ("SPU") means equipment which
controls and executes Software.
1.4 SURETY Support Services means various forms of installation
and support for the Products.
1.5 Proprietary Information means Software, diagnostics, docu-
mentation, including manuals, and any other information con-
fidential to Unisys or its licensors.
L6 Information Services means all technical and consultative serv-
ices other than SURETY Support Services.
1.7 Installation Date means the date Unisys completes installation
(as determined by Unisys) or, if equipment or Software is to be in-
stalled by Customer, the tenth day following shipment.
2. Effective Date
This Agreement will become effective when signed by duly autho-
rized representatives of both parties and will continue in effect until
terminated according to its terms.
3. Schedules - Ordering Procedure
3.1 Unisys will furnish to Customer and Customer will accept and
pay for the Products and services itemized on the following sched-
ules which, together with the terms on the Schedules, are an in-
tegral part of this Agreement.
Schedule Name
A Equipment Sale
B SURETY Support Services
C Software Licenses
D Information Services
All references to Products and services in this Agreement are to the
Products and services listed on the Schedules and on any Sched-
ules submitted to and accepted by Unisys pursuant to Section 3.2
and to any Products and services supplied by Unisys with such list-
ed Products and services.
3.2 Customer may order additional Products and services under
this Agreement by submitting properly completed Unisys Sup-
plemental Schedule Orders referencing this Agreement. All orders
will refer to this Agreement by number and will be signed by Cus-
tomer. All education lecture courses must be ordered on a Customer
Education Enrollment Application.
3.3 All orders are subject to acceptance by Unisys. Acceptance by
Unisys will be effective when communicated in writing to Customer.
The receipt or deposit by Unisys of a Customer down payment will
not constitute acceptance of an order. Any down payment received
from Customer will be returned if the order is not accepted by
Unisys.
3.4 Unisys may substitute Products of equivalent or superior func-
tionality and performance in the event that any of the Products or-
dered are not available at the time of shipment.
4. Delivery and Installation
4.1. Unisys will arrange for delivery of Products and Customer will
pay for transportation in accordance with the Unisys published
transportation charges in effect at the time of delivery or, 'rf Unisys
has not published any such charges, Customer will pay Unisys for
transportation charges actually incurred. Customer will also pay for
all cables and site -specific installation materials required to install
the equipment at Customer's site.
4.2 Unisys will provide Customer with one copy of the then -current
user documentation, in paper or electronic form at the option of
Unisys, for use with the Products ordered and environmental
specifications for equipment, where applicable. Prior to delivery of
equipment, Customer will prepare the installation site and will con-
tinue to maintain the installation site in accordance with such
specifications.
4.3 Customer will install all items of equipment with the designa-
tion "Y" in the "Customer installable" column when there is no in-
stallation charge listed on Schedule A. Unisys will install all other
items of equipment. Customer will install all items of Software other
than those for which a fixed installation charge is indicated on
Schedule C. All Products to be installed by Unisys will be installed
during Unisys normal working hours, unless otherwise provided in
this Agreement.
4.4 Customer may arrange for installation by Unisys of Customer -
installable Products, subject to the then -current standard Unisys
charges and conditions.
4.5 If additional labor and rigging is required for installation due to
Customer's special site requirements, Customer will pay those costs
including costs to meet union or local law requirements.
5. Payment
5.1 Charges for Products will be invoiced upon shipment.
5.2 Charges for SURETY Support Services will be invoiced in
advance, monthly, annually, or at other periodic intervals; other-
wise, charges will be invoiced after the services are performed.
Hourly use, page and remote service charges will be invoiced
monthly unless otherwise indicated. Unisys recognizes that some
government entities are prohibited from paying in advance and
therefore will not pay until the services are rendered.
5.3 Charges for Information Services will be invoiced as the serv-
ices are performed.
5.4 All charges must be paid no later than 30 days from the date of
the invoice. Unisys may impose a late payment charge equal to the
lesser of (a)1-1/2%:per'month or,(b) the'maximum rate allowed by
law. t R ff
5.5 Additional charges may apply to services rendered outside con-
tracted hours or beyond normal average at Customer's request,
e.g. travel expenses, premium and minimum charges.
2 of 14
4305 6407-OD1 (1/94)
6. Taxes
6.1 Customer will pay any tax Unisys becomes obligated to pay by
virtue of this Agreement, exclusive of taxes based on the net income
of Unisys.
6.2 All personal property and similar taxes assessed after ship-
ment will be paid by Customer.
7. Price Protection.
7.1 The charges for Products in any accepted order will remain firm
through delivery, unless through no fault of Unisys shipment takes
place more than one year after the date of the order. If Unisys noti-
fies Customer that an increase in charges will apply to its order,
Customer may terminate the affected part of its order by giving writ-
ten notice to Unisys within ten days of the date of notification of the
increase.
7.2 SURETY Support Services charges will not be increased during
the first twelve months following the commencement of those ser-
vices. The charges may be increased thereafter on each anniversary
of the commencement date following 90 days prior written notice to
Customer, unless otherwise noted on Schedule B.
7.3 Charges for Software Licenses and Information Services will
not be increased during any one-year term, but may be increased
prior to any subsequent term upon 90 days prior written notice to
Customer. If Software or services are contracted on a month -to -
month basis the charges may be increased at any time following 90
days prior written notice.
8. Security Interest
Unisys reserves a purchase money security interest in equipment
until payment in full is received for all equipment delivered to Cus-
tomer and, for that purpose, this Agreement is a security agree-
ment. By signing this Agreement, Customer authorizes Unisys or its
agent to sign on behalf of Customer the necessary financing state-
ments, or to file a reproduction of a financing statement. Alterna-
tively, Unisys may file this Agreement or a copy of this Agreement to
perfect its security interest. If this Agreement or a copy of it is filed,
information concerning the security interest may be obtained from
Unisys at the address stated in Section 17.
9. Customer's Operational Responsibilities
9.1 Customer acknowledges it has independently determined that
the Products and services ordered under this Agreement meet its
requirements.
9.2 Customer has sole responsibility for use of the Products, in-
cluding operating procedures, audit controls, accuracy and security
of input and output data, restart and recovery routines, and other
procedures necessary for Customer's intended use of the Products.
9.3 Customer will ensure that its personnel are, at all times, edu-
cated and trained in the proper use and operation of the Products
and that the Products are used in accordance with applicable
Unisys manuals and instructions.
9.4 Customer will maintain back-up data necessary to replace criti-
cal Customer data in the event of loss or damage to such data from
any cause.
9.5 If Unisys is providing SURETY Support Services, Customer will
(a) maintain the operating environment in accordance with Unisys
specifications, (b) provide adequate working and storage space for
use by Unisys personnel near the equipment, (c) provide Unisys full
access to the equipment and sufficient computer time, subject only
to Customer's security rules, (d) follow Unisys procedures for deter-
mining if remedial service is required, (e) follow Unisys instructions
for operator maintenance and obtaining services, (f) provide a
memory dump and additional data in machine readable form if re-
quested, (g) reproduce suspected errors or malfunctions in Soft-
ware, and (h) install all error corrections and maintenance releases
supplied by Unisys.
9.6 Information Services supplied by Unisys under this Agreement
are provided to assist Customer. Customer, not Unisys, will be
responsible for determining objectives and obtaining the desired
results.
10. Protection of Proprietary Information
10.1 Customer will keep in confidence and protect Proprietary In-
formation from disclosure to third parties and restrict its use as
provided in this Agreement. Customer acknowledges that unautho-
rized disclosure of Proprietary Information may cause substantial
economic loss to Unisys or its licensors. All materials containing
Proprietary Information will be marked with "Proprietary",
"Confidential", or in a manner which gives notice of its proprietary
nature. Proprietary Information will not be copied, in whole or in
part, except when essential for correcting, generating or modifying
Proprietary Information for Customer's authorized use. Each copy,
including its storage media, will be marked by Customer with all no-
tices which appear on the original.
10.2 Upon termination or cancellation of any license granted under
this Agreement, Customer will destroy (and, in writing, certify des-
truction) or return to Unisys all copies of the Softwarethe license for
which has been so terminated or cancelled and any other related
Proprietary Information in Customer's possession (including Pro-
prietary Information incorporated in other software or writings).
10.3 Any ideas, concepts, know-how, data-processing techniques,
Software, documentation, diagrams, schematics or blueprints deve-
loped by Unisys personnel (alone or jointly with Customer) in con-
nection with Information Services provided to Customer will be the
exclusive property of Unisys. Unisys grants to Customer a non-
exclusive, royalty -free license to use any of the foregoing in accor-
dance with the terms of this Agreement.
10.4 Customer acknowledges that all support materials, including
without limitation, diagnostic software, are the property of and in-
clude Proprietary Information of Unisys. Customer assures that
such materials will be used only by Unisys maintenance personnel,
and that Unisys has the right to remove such materials from Cus-
tomer's facility at any time. This provision applies even though such
materials may be listed in the Unisys price lists, catalogs, invoices or
contracts.
10.5 Customer will inform its employees of their obligations under
this Section 10 and instruct them so as to ensure such obligations
are met.
10.6 This Section 10 will survive termination or cancellation of this
Agreement.
11. License
11.1 Unisys grants to Customer a personal, non-exclusive and non-
transferable license to use Software and related documentation ac-
cording to the terms and conditions of this Agreement, solely for
Customer's internal data processing requirements on the Unisys
SPU in the United States on which Software is initially installed.
3 of 14
4305 6407-001 (1/94)
Customer's use of Software will also be governed by any additional
conditions which Unisys may provide on or prior to delivery of Soft-
ware. Customer agrees that Unisys may periodically inspect the
computer site in order to audit Software supplied by Unisys in-
stalled at Customer's site at mutually agreed upon times. In the
event that a separate license agreement accompanies non Unisys
commodity Software, then the separate license agreement terms
will supersede the above license grant for that Software.
11.2 Customer may develop application programs, may modify any
Unisys application Software and may combine such with other pro-
grams or materials to form an updated work, provided that upon
discontinuance or termination of the license, the Unisys application
Software will be removed from the updated work and returned to
Unisys.
11.3 Customer will not decompile or disassemble any Software
provided under this Agreement or modify Software which bears a
copyright notice of any third party. Customer will make and main-
tain no more than one archival copy (for backup purposes) of each
item of Software, and each copy will contain all legends and notices
and will be subject to the same conditions and restrictions as the
original.
11.4 If the SPU on which any item of Software is licensed becomes
temporarily unavailable, use of such Software may be temporarily
transferred to an alternative SPU until the original SPU becomes
available.
11.5 No license is granted to Customer to use any Unisys
proprietary operating system Software to assess, test or develop any
hardware products or software programs that will be marketed by
Customer or others for compensation. This license restriction does
not apply to MSOOS, UNIX and CTOS/BTOS operating systems or
the development of application programs. Application programs
mean programs for performing specific automatic data processing
tasks such as payroll, inventory control, information retrieval, or
repetitive arithmetic operations, but excludes programs such as en-
vironmental programs, handlers, operating systems, and data base
management programs.
11.6 If Customer desires to: (a) use Software in a service bureau
mode, (b) use Software at another location, (c) use Software as res-
tricted in Section 11.5, or (d) transfer operational use of the Soft-
ware to a third party; then Customer shall request prior permission
in writing from Unisys. Unisys will then advise Customer whether,
and under what terms and conditions, Unisys will license the Soft-
ware as requested. All restrictions applicable to Customer will also
apply to any permitted service bureau or third party users.
11.7 This Agreement does not transfer to Customer title to any in-
tellectual property contained in any Software, documentation or
Proprietary Information.
11.8 No party shall be entitled to use any Software unless the party
has a valid written license to use such Software and all applicable
charges for the use of such Software have been paid.
12. Warranties and Disclaimers
12.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERA-
TION OF LAW OR OTHERWISE. UNISYS DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILRY AND FITNESS FOR A PAR-
TICULAR PURPOSE AS TO BOTH UNISYS AND NON UNISYS
PRODUCTS AND SERVICES. UNISYS WARRANTIES EXTEND
SOLELY TO CUSTOMER.
12.2 Equipment:
(a) Unisys warrants that equipment will be free from defects in
material and workmanship and will substantially conform to rele-
vant Unisys published specifications for a period of twelve months
from its Installation Date. Equipment (i) may be newly manufac-
tured, (ii) may be assembled from new or serviceable used parts
that are equivalent to new parts in performance, or (iii) may have
been previously installed. During this twelve month warranty
period, Unisys will repair or replace any defective item of equipment
or part or component of equipment promptly reported or sent to
Unisys by Customer which Unisys determines was defective due to
faulty material or workmanship. Customer will pay transportation
and insurance costs to ship equipment if an off -site repair location
is designated by Unisys; Unisys will pay the return costs if the equip-
ment was defective. Labor costs of diagnosis are not included in this
warranty.
(b) Because equipment requires on -going maintenance, the preced-
ing warranty is not a substitute for SURETY Support Services,
which are available to Customer for a charge.
(c) Unisys makes no representation or warranty as to non Unisys
equipment provided to Customer, all of which is sold or licensed to
Customer "AS IS". Customer agrees to look solely to the warranties
and remedies, if any, provided by the manufacturer.
12.3 Software:
(a) Each item of Software with the designation "W" is, in its un-
altered form, warranted for 90 days from its Installation Date to
conform substantially to the then -current published functional
specifications, provided such Software is used in a manner consis-
tent with any applicable Unisys minimum equipment and software
configuration specifications. Unisys will make reasonable efforts to
correct such errors reflecting significant deviations from the func-
tional specifications as are reported by Customer to Unisys during
such warranty period.
(b) Because not all errors in Software can or need be corrected,
Unisys does not warrant that all Software defects will be corrected.
Similarly, Unisys does not warrant that the functions contained in
the Software will meet Customer's requirements or that the Soft-
ware will operate in combinations selected for use by Customer.
(c) All other Software delivered is not warranted by Unisys and is
licensed "AS IS". In the case of non Unisys Software, Customer
agrees to look solely to the warranties and remedies, if any, provided
by the Unisys licensor or vendor.
12.4 SURETY Support Services:
(a) Unisys warrants that equipment and Software will be supported
in accordance with the specfic SURETY Service Plan selected.
Unisys sole and exclusive obligations under this warranty will be to
conform to the Service Descriptions. Equipment parts which are re-
moved for replacement by Unisys become the property of Unisys.
(b) To determine eligibility and prerequisites for SURETY Support
Services, Unisys may require inspection, at Customer expense, of
equipment which (a) has not been maintained continuously by
Unisys from the date of purchase by Customer or (b) has been
relocated.
(c) All equipment, interconnected by signal and power cables, and
non=application Software, located at the same site and which are
subject to SURETY Support Services are required to be supported
at the same Service Level as the SPU. Local area networks, worksta-
tions and remote data communication Products are not required to
be at the same Service Level as the SPU.
4 of 14 4305 6407-001 (1/94)
(d) SURETY Support Services do not cover the parts and service
required to repair damage attributable to (i) alterations, ;out -of -
specification supplies, or defects in design, material or workman-
ship of non Unisys products and services, (ii) accidents, misuse,
negligence or failure of Customer to follow instructions for proper
use, care and cleaning of equipment, (iii) external factors (eg.,
failure or fluctuation of electrical power or air conditioning, fire,
flood), or (iv) failure by Customer to comply with Unisys environ-
mental specifications.
12.5 Information Services:
(a) Unisys will endeavor to provide Information Services on a timely
basis subject to availability of qualified personnel and the difficulty
and scope of the services to be'provided.
(b) Unisys may assign, reassign and substitute personnel at any
time and may provide the same or similar services and materials to
other Customers.
13. Alterations and Attachments
13.1 If Unisys is providing SURETY Support Services, Customer will
give Unisys prior written notice of any proposed alterations or
attachments to equipment. Unisys has no obligation to provide
SURETY Support Services for non .Unisys attachments, altered
equipment or modified Software. Should Unisys agree to maintain,
support or correct altered Products, Unisys may impose additional
charges.
13.2 Unisys is not responsible for any malfunction, nonperfor-
mance or degradation of performance of Products, supplies or main-
tenance support materials caused by or resulting directly or
indirectly from any alteration or attachment unless Unisys is main-
taining the alteration or attachment that causes the malfunction.
13.3 Unisys warranties will not apply R attachment of non Unisys
equipment or alteration of Products directly or indirectly results in
any malfunction, nonperformance or degradation of performance of
Unisys Products; in addition, Customer will be solely responsible for
resulting infringement, personal injury or damage to property and
Products.
13A For purposes of this Agreement, "alterations" includes, but is
not limited to, the incorporation of non Unisys components, boards
and subassemblies into equipment, as well as modifications to Soft-
ware. "Attachments" includes, but is not limited to, any non Unisys
equipment, software, components or devices which are connected
to Unisys Products.
14. Limitation of Liability
14.1 Unless further limited elsewhere in this Agreement, the entire
liability of Unisys and Customer's exclusive remedy for damages
from any cause related to or arising out of this Agreement, regard-
less of the form of action, whether in contract or in tort, will not ex-
ceed the greater of (a) $100,000 or (b) the charges paid to Unisys
during the 24-month period immediately prior to Customer's notice
pursuant to Section 18.5 for the Products or services which are the
subject matter of or directly related to the causes of action asserted.
This Section 14.1 does not apply to claims covered by Section 15.
14.2 In no event will Unisys be liable for (a) any incidental, indirect,
special or consequential damages, including, but not limited to, loss
of use, revenues, profits or savings, even if Unisys knew or should
have known of the possibility of such damages, (b) claims, demands
or actions against Customer by any person, except as provided in
Section 15, or (c) loss of or damage to Customer data from any
cause.
14.3 The entire liability of Unisys and Customer's exclusive remedy
for any defective non Unisys Products provided under this Agree-
ment is limited to their return to Unisys within 90 days after ship-
ment for refund of the amount paid to Unisys for such Products (not
including any amounts paid for related services).
14.4 Unisys may direct Customer to third parties having products
or services which may be of interest to Customer for use in con-
junction with the Products. Notwithstanding any Unisys recommen-
dation, referral or introduction, Customer will independently
investigate and test third -party products and services and will have
sole responsibility for determining suitability for use of third -party
products and services. Unisys has no liability with respect to claims
relating to or arising from use of third -party products and services.
15. Patent, Copyright and Trade Secret Indemnification
15.1 Unisys, at its own expense, will defend and indemnify Cus-
tomer against claims that Products furnished under this Agreement
infringe a United States patent or copyright or misappropriate trade
secrets protected under United States law, provided Customer (a)
gives Unisys prompt written notice of such claims pursuant to Sec-
tion 17, (b) permits Unisys to defend or settle the claims, and (c) pro-
vides all reasonable assistance to Unisys in defending or settling
the claims.
15.2 As to any Product which is subject to a claim of infringement
or misappropriation, Unisys may elect to (a) obtain the right of con-
tinued use of such Product for Customer or (b) replace or modify
such Product to avoid such claim. If neither alternative is available
on commercially reasonable terms, then, in the case of equipment,
at the request of Unisys, Customer will discontinue use and return
such equipment and Unisys will grant a credit for the price paid to
Unisys, less a reasonable offset for use and obsolescence; in the
case of Software, the applicable license will be terminated and no
further charges will accrue.
15.3 Unisys will not defend or indemnify Customer if any claim of
infringement or misappropriation (a) is asserted by a parent, sub-
sidiary or affiliate of Customer, (b) results from Customer's design or
alteration of any Product, or (c) results from use of any Product in
combination with any non Unisys products.
15.4 This Section 15 states the entire liability of Unisys, and Cus-
tomer's sole and exclusive remedies for patent or copyright infringe-
ment and trade secret misappropriation.
16. Termination and Cancellation
16.1 Unisys may suspend SURETY Support Services if any payment
for such service under this Agreement is past due more than 30
days.
16.2 Unisys may terminate SURETY Support Services or change
the levels of support available to a Product upon six months written
notice or at the expiration of the then -current term for SURETY
Support Services, whichever occurs earlier.
16.3 Either party may terminate any license for Software or any
SURETY Support Services upon expiration of the applicable term by
providing 30 days written notice. Failure to give such notice will
result in a renewal or extension of the license or service in accor-
dance with the provisions of this Agreement. The licenses for any
Software automatically terminate upon Customer's discontinuance
5 of 14
4305 6407-001 (1/94)
Software automatically terminate upon Customer's discontinuance
of use of the SPU on which the Software was licensed, at which time
Customer must either destroy or return the Software and documen-
tation to Unisys. Upon termination or cancellation of SURETY Sup-
port Services, all diagnostics will be returned to Unisys.
16.4 Without prejudice to other remedies, Unisys may cancel this
Agreement or any order placed under it, for default and repossess
Products (excluding only equipment for which the purchase price
has been fully paid), if, upon written notice, Customer fails to
(7 make any payment identified as delinquent (including payment of
charges for Services) within ten days or (ii) cure any default relating
to Sections 10 or 11 within 30 days.
16.5 Unisys may terminate SURETY Support Services on 30 days
prior written notice if Unisys determines that any alterations, at-
tachments, Customer Software modification or failure to install a
maintenance release will interfere with the provision of such
services.
16.6 If the government body that appropriates Customer's funds
for data processing does not allocate such funds beyond the then -
current fiscal period, Customer may terminate all or any portion of
this Agreement. Customer will be liable for any accumulated pay-
ments due prior to the effective date of the new fiscal year. Cus-
tomer is not permitted to obtain any similar data processing equip-
ment, software or service from any third party following such termi-
nation notice to Unisys.
16.7 Termination or cancellation of this Agreement will not affect
any rights or duties arising under it with respect to Proprietary In-
17. Notices
17.1 All notices required by this Agreement to be given to Customer
will be sent to its address on the cover page of this Agreement.
17.2 All notices required by Sections 15 and 18.5 and all requests
for information under Section 8 will be sent by certified or
registered mail and, when given to Unisys, addressed to:
Office of General Counsel
Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell PA 19422
cc: Group Vice President
17.3 All other notices to Unisys will be sent to the Unisys office
which has been servicing Customer.
18. Arbitration
18.1 Subject to Sections 18.2 through 18.5 hereafter, any con-
troversy or claim arising out of or relating to this Agreement or the
breach thereof will be settled by arbitration before three arbitrators
in accordance with the Rules of the American Arbitration Associa-
tion ("AAA") then in effect, and judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction.
Any such arbitration will be conducted in the city nearest Cus-
tomer's main US. office having an AAA regional office. The arbitra-
tors will be selected from a panel of persons having experience with
and knowledge of electronic computers and the computer business,
and at least one of the arbitrators selected will be an attorney.
18.2 The arbitrators will have no authority to award punitive
damages nor any other damages not measured by the prevailing
party's actual damages, and may not, in any event, make any ruling,
finding or award that does not conform to the terms and conditions
of this Agreement.
18.3 Either party, before or during any arbitration, may apply to a
court having jurisdiction for a temporary restraining order or
preliminary injunction where such relief is necessary to protect its
interests pending completion of the arbitration proceedings.
Arbitration will not be required for actions for recovery of specific
property, such as actions for replevin.
18.4 Neither party nor the arbitrators may disclose the existence or
results of any arbitration hereunder without the prior written con-
sent of both parties.
18.5 Prior to initiation of arbitration or any other form of legal or
equitable proceeding, the aggrieved party will give the other party
written notice in accordance with Section 17 describing the claim
and amount as to which it intends to initiate action.
19.Other Provisions
19.1 All risk of loss or damage to Products will pass to Customer
upon delivery to Customer's location.
19.2 Neither party will be liable for failure to fulfill its obligations
when due to causes beyond its reasonable control.
19.3 Any failure or delay by either party in exercising any right or
remedy will not constitute a waiver.
19.4 THIS AGREEMENT WILL BE GOVERNED BY THE LOCAL
LAWS OF THE STATE OR COMMONWEALTH IN WHICH CUS-
TOMER IS LOCATED
19.5 This Agreement constitutes the entire agreement between the
parties with respect to the Products and services provided hereun-
der and supersedes all prior proposals and agreements, both writ-
ten and oral, and all other written and oral communications
between the parties. The terms and conditions of this Agreement
will supersede all other terms and conditions submitted by Cus-
tomer, including any preprinted terms on any Customer purchase
orders.
19.6 Unisys may assign this Agreement or its interest in any equip-
ment, or assign the right to receive payments, without Customer's
consent. Any such assignment, however, will not change the obliga-
tions of Unisys to Customer. Customer will not assign or transfer its
rights or obligations under this Agreement without prior written
consent of Unisys. Any assignment or transfer prohibited by this
provision will be void. Unisys may subcontract any services
described in this Agreement to third parties selected by Unisys.
19.7 The terms and conditions of this Agreement may be modified
only by a writing signed by a Unisys Vice President, General
Manager or Contracts Manager.
19.8 No arbitration proceeding or legal action, regardless of its
form, related to or arising out of this Agreement, may be brought by
either party more than two years after the cause of action first
accrued.
19.9 Each paragraph and provision of this Agreement is severable,
and if one or more paragraphs or provisions are declared invalid, the
remaining provisions of this Agreement will remain in full force and
effect.
6 of 14 4305 6407-001 (1194)
Schedule f1 Agreement Number
UNISYS Equipment Sale
Equipment Location
Lubbock Power & Light; 916 Texas Ave., Lubbock; Texas 79457-0001
ilist Products Applicable to This Agreement
Item
Style
Description
Quantity
Unit purchase price
Customer
Installation
Total purchase price
number
Installable
charge
1
DP550-SHS
DP550 Standard Height System
1
25,027
N
0
25,027 .
2
DP501-FNB
Auto Feeder
1
9,000
N
0
0
9,000
20,500
3
DP552-EMA
E138 & Alpha Numberic OCR Reader
1
20,500
N
4
DP503-EME
E13B MICR Encoder
1
1,915
N
0
1,915
5
DP506-SWM
Matrix Endorser, No Stamp
1
0
N
0
0
0
6,000
6
DP505-RSH
Rear Single Line Matrix High Endorser
1
6,000
N
0
1,310
7
DP505-RSO
Rear Stamp Endorser
1
1,310
N
0
1,570
8
DP510-MPR
Master Printer
1
1,570
N
N
0
9,545
9
DP509-SHM
Microfilm - Standard Height
1
9,545
'
10
DP512-SHP
Standard Pocket Module -12 Pocket
1
6,368
N
0
6,368
11
DP507-NKB
Numeric Keyboard
1
295
N
0
0
295
1,695
12
AP9510-110
10 PPM Laser Printer
1
1,695
N
13
F8837-03
6.5 Ft. Printer Cable
1
70
N
0
70
250
14
SG260-V
High Resolution Video Card
1
250
N
0
15
DP511-CSO
Cluster Card Upgrade Kit
1
995
N
0
995
16
SG525-OIC
150MB SCSI QIC Tape Drive
1
849
N
0
849
17
6G103-A
SCSI Adapter
1
250
N
0
250
18
CWV46621-M
PC Workstation 350MB, 486-66
1
963
N
0
963
19
SVG250-COL
SVGA Color Monitor
1
311
N
0
311
20
CEE40001-AC1
PC Accessory Kit
1
75
N
0
75
21
825-PC4
Cluster Communication Card
1
575
N
0
575
22
F8525-00
10" Adapter Cable
1
55
N
0
55
23
TKRIO04SA
LAN HW: Token Ring ISA
1
268
N
0
268
24
UD15-1819-25
25 Ft. Cluster Cable
1
51
N
0
51
25
SG510-A
Cluster Card Adapter
1
65
N
0
65
26
ST1050-FX1
1.0 GB Mirror Disk for DP5W
1
665
N
0
665
27
542102-9W
DP500 Sound Enclosure -12 Pockets
1
Soo
N
0
Soo
Total installation charge,
Total purchil$oe
$
$
Less Discount
Other
49,261
$
Grand total
70,216.
$
Less: down payment
$
Total amount due 70,216
7 of 14 4305 6407-001 (1194)
•
UNISYS
Schedule 6 - SURETY 2000
SURETY Support Services
Equipment Location Bill To Location
Administrator Telephone no. Administrator Telephone no.
Agreement Number
Service Level
(C) Comprehensive
(P) Performance
(B) Partner
Exchange Option
(E2) Client Inventory
(E5) Client Exchange
Initial Term (Check it more than 1 year) Annual rate increase cap Billing period (Check one)
O 2 years O 3 years O Other (_ years) (3-year Initial Term or longer) % O Monthly O Annual O Other: _
Access (Check one) SURETY Support Service
O Standard Access O Premium Access Commencement Date
List Products Applicable to This Agreement
Level/Plan/
Style
Description (Include vendor name and model R non Unisys product)
NCM'
Quantity
Monthly unit charge
Total monthly charge
Option
A one year No -Additional -Charge -Maintenance period ("NCM") applies to equipment designated as 2 or 4 in the NCM column.
Total monthly charges
During the NCM, any Monthly Unit Charge indicated shall not apply; however, any charges for optional, additional or upgrade
$
services shall apply. Client Exchange Option service is provided at no charge during the PPM for equipment designated with
other
a 2. Equipment On -Call Remedial Maintenance is provided at no charge during the PPM for equipment designated with a 4.
$
If Customer orders a SURETY Support Service Level and pays the applicable then -current monthly maintenance rate upgrade
Grand WI
charge for equipment designated as having a NCM, Customer will receive all the benefits of the SURETY Support Service
$
Level selected for the equipment during the remaining portion of the NCM. The applicable upgrade charge, if any, will be
indicated in the description column.
8 of 14 4305 6407-001 (1/94)
Schedule B - SURETY 2000 agreement "umber
U M SURETY Support Services
Equipment Location Bill To Location
LUBBOCK POWER & LIGHT LUBBOCK POWER & LIGHT
916 TEXAS AVE RICK SMITH
LUBBOCK, TX 79457-0001 PO BOX 10541
LUBBOCK, TX 79408-3541
Administrator Telephone no. Administrator Telephone no.
Service Level
(C) Comprehensive
(P) Performance
(B) Partner
Exchange Option
(E2) Client Inventory
(E5) Client Exchange
Initial Term (Check 0 more than t year) Annual rate increase cap Billing period (Check one)
p 2 years p 3 years ® Other (7 years) (3-year Initial term or longer) % O Monthly ® Annual Q Other:
Access (Check one) SURELY Support Service
p Standard Access ® Premium Access Commencement date
List Products
Applicable to This Agreement
LeveVPlan/
Style
Description (Include vendor name and model if non Unisys product)
NCM'
Quantity
Monthly unit charge
Total monthly charge
Option
P
DP550-SHS
SYS:DP550 STD HGT SYSTEM
**
1
240.00
240.00
DP550-SHC
PROC:STD HGT CONSOLE
1
SG3500-Z
SYS: 66MHZ CLIENT
1
PRC466-DX2
PROC: INTEL 486DX2 66
1
SG151-K
CABLE:CTOS KEYBOARD
1
F5297-02
DISK:3.5 INCH 1.44DISKET
1
MTP2-4M
MEM:4MB EXPANSION
3
SG260-C
CTRL:CTOS CLIENTCARD
1
IDE420-01
DISK:IDE 420MB HARD DRV
1
SVG250-COL
DISPLAY:SVG250-COLOR
1
SG101-K
KEYBD:CTOS W/DOS LEG
1
CLK1
CTOS:CLIENT OPKIT III LO
1
P
DP501-FNB
FEEDER:W/O BLACK BAND
**
1
25.00
25.00
P
DP502-EMA
READER:EI3B & ALPHA OCR
1
248.00
248.00
P
DP503-EME
ENCODER:EI3B MICR
**
1
9.00
9.00
P
DP505-RSH
ENDORSER:REAR SG MTRX HI
**
1
28.00
28.00
P
DP506-RSO
ENDORSER:REAR STAMP
**
1
7.00
7.00
P
DP510-MPR
PRINTER:MASTER
**
1
8.00
8.00
P
DP509-SHM
M/FILM:STD MICROFILM
**
1
110.00
110.00
P
DP512-SHP
STACKER:STD HGT 12HP PKT
**
1
82.00
82.00
P
DP507-NKB
KEYBD:NUMERIC
**
1
INCL.
P
AP9510-110
PRINTER:I0PPM,110V
2
1
18.00
18.00
AN UPGRADE CHA
GE OF $2.00 PER MONTH APPLIE
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERI
D
P
DP511-CSO
ACC:UPGRADE KIT
4
1
7.00
7.00
SG261-C
CTRL: CTOS
1
SMK1
CTOS:SM SVR OPKIT III LO
1
*** TOTAL FOR
HIS
PAGE ONLY
782.00
" A one year No -Additional -Charge -Maintenance period ("NCM") applies to equipment designated as 2 or 4 in the NCM column.
Total monthly charges
During the NCM, any Monthly Unft Charge indicated shall not apply; however, any charges for optional, additional or upgrade
$ 920.00
services shall apply. Client Exchange Option service is provided at no charge during the PPM for equipment designated with
Other
a 2. Equipment On -Call Remedial Maintenance is provided at no charge during the PPM for equipment designated with a 4.
If Customer orders a SURETY Support Service Level and pays the applicable then -current monthly maintenance rate upgrade
Grand total
charge for equipment designated as having a NCM, Customer will receive all the benefits of the SURETY Support Service
Level selected for the equipment during the remaining portion of the NCM. The applicable upgrade charge, if any, will ba
=irnn
$
inrtir•etari in 1hn rlaceri=
97820 Alternate 8 of 14 4305 3982-1-01 (1 /94)
Supplemental Schedule B - SURETY 2000
UNi�YS SURETY Support Services
Equipment location Bill To Location
LUBBOCK POWER & LIGHT LUBBOCK POWER & LIGHT
916 TEXAS AVE RICK SMITH
LUBBOCK, TX 79457-0001 PO BOX 10541
Agreement Number
Service Level
(C) Comprehensive
(P) Performance
(B) Partner
LUBBOCK, TX 7 9 4 0 8- 3 5 41 Exchange Option
Administrator Telephone no. Administrator Telephone no. (E2) Client Inventory(E5) Client Exchange
Initial Term (Check 0 more than 1 year) Annual rate increase cap Billing period (Check one)
p 2 years O 3 years ® Other( _ years) (3-year Initial term or longer) % O Monthly 0 Annual O Other:
Access (Check one) SURETY Support Service
O Standard Access ® Premium Access Commencement date
List Products
Applicable to This Agreement
LeveWlanl
Option
Sryle
AN UPGRADE CHARGE
Description (Include vendor name and model 0 non Unisys product)
OF $7.00 PER MONTH APPLIE
NCM
Quantity
Monthly unit charge
Total monthly charge
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERIOD
P
SG525-QIC
TAPE: BACKUP 525MB
4
1
8.00
8.00
AN UPGRADE CHA
E OF $8.00 PER MONTH APPLIE
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERI
D
P
SG103-A
CABLE:SCSI ADAPTER
4
1
3.00
3.00
AN UPGRADE CHARGE
OF $3.00 PER MONTH APPLIE
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERI
D
P
SG260-V
CTRL:HI RES CTOS VIDEO
4
1
2.00
2.00
AN UPGRADE CHARGE
OF $2.00 PER MONTH APPLIE
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERI
D
P
CWV46621-350
WRKST:CWV66MZ 350M NOLAN
36
1
13.00
13.00
CWV40021-Z
SYS:CLIENT WKSTN ZBOX
1
PRC466-DX2
PROC: INTEL 486DX2 66
1
MPM2-4M
MEM:4MB MEMORY EXPANSION
1
IDE350-01
DISK:350MB IDE DISK DR
1
P
SVG250-COL
DISPLAY:SVG250-COLOR
@
1
INCL.
P
CEE40001-AC1
ACC:CWV & EL13 ACC KIT
@
1
INCL.
P
B25-PC4
I/F:AT CLUSTERCARD
4
1
4.00
4.00
AN UPGRADE CHARGE
OF $1.00 PER MONTH APPLIE
DURING THE NO -ADDITIONAL
-CHARGE MAINT. PERIOD
P
TKR100-ISA
LAN HW:TOKEN RING ISA
12
1
INCL.
P
DP500-SSW
O/S:SYSTEM S/W FACILITY
1
INCL.
Total
$ 30.00
Other
Grand total
97820 1 of 2 4305 6274-11-01 (1 /94)
Supplemental Schedule B
UNISYS SURETY Support Services
Equipment Location Bill To Location
- SURETY 2000
Agreement Number
Service Level
(C) Comprehensive
LUBBOCK POWER
& LIGHT
LUBBOCK POWER & LIGHT
(P) Performance
916 TEXAS AVE
RICK SMITH
(B) Partner
LUBBOCK, TX
79457-0001
PO BOX 10541
LUBBOCK, TX
7 9 4 0 8- 3 5 41
Exchange Option
(E2) Client Inventory
Administrator
Telephone no.
ministrator
Telephone no.
(E5) Client Exchange
Initial Terre (Check H more than t year)
Annual rate increase cap
Billing period (Check one)
O 2 years O 3 years
(9 Other (7 years)
(3-Year Initial term or longer)
% O Monthly G Annual
O Other:
Access (Check one)
SURETY Support Service
Commencement date
O Standard Access
Premium Access
List Products Applicable to This Agreement
Level/Plan/
Style
Description (Include vendor name and model H non Unisys product)
NCM
Ouantity
Monthly unit charge
Total monthly charge
Option
P
DP500-RPA
REMITTANCE/PAYMENT APPL.
1
79.00
79.00
P
DP500-DEF
DATA EXCHANGE & FORMAT
1
11.00
11.00
P
NP25-LPC
CTOS:LANCE/PC
1
INCL.
SB25-LCE
CTOS:LANCE/PC-DOS
1
P
NP25-LCE
CTOS:LANCE/LM
1
INCL.
MB25-LCE
CTOS:LANCE CLR WS
1
P
US1000-LW1
LAN SW:WORKPLACE/DOS 1U
1
8.00
8.00
P
ST1050-FX1
DISK:1.0 GIGA BYTE DISK
@
1
10.00
10.00
A NO•
AL -CHARGE MAINTENANCE PERT
D ('NCM") APPLIES TO PW2 EQUIPMENT
DESIGN
TED WITH A NUMBER IN THE NCM COL
THE NUMBER INDICATES THE DURATION
N M
S OF THE NCM. PW2 EQUIPMENT DESI
NATED WITH "®" IN THE NCM COLUMN WILL
RECEI
A ONE YEAR HCM OR A NCM EQUAL TO
HE NCM REMAINING ON THE UNISYS PW2
SYSTEM
UNIT TO WHICH IT IS INITIALLY ATTACH
D, WHICHEVER IS GREATER. NCM SERVICE
IS PRO
ED AT NO CHARGE DURING THE PPM
D WILL BE EITHER EQUIPMENT ON -CALL
REMEDI
L MAINTENANCE OR CLIENT EXCHANG
OPTION tAt50CARRY-INISHIP-IN), AT
UNISYS
SCRETION, DEPENDING ON THE TYPE
D LOCATION OF THE PW2 EQUIPMENT AND
THE TIM
REMAINING N THE NCM. DURING THE
CM. ANY MONTHLY UNIT CHARGE INDICATED
WILL N
APPLY; HOWEVER, ANY CHARGES FO
OPTIONAL, ADDITIONAL OR UPGRADE SERVICES
WILL AP
LY.
i
97820 2 of 2 4305 6274-L01 (1 /94)
Schedule B - Definitions and Service Descriptions
A. Definitions
Principal Period of Maintenance ("PPM") means 8:00 am to 5:00 pm, Cus-
tomer's local time, Monday through Friday, excluding Unisys designated
holidays.
Off Hours means all hours other than the PPM.
Customer Operational Hours ("COH") means all times when Customer
uses the Products.
Failed Unit means a unit of equipment enrolled under SURETY Support
Services, which is deemed eligible by Unisys for exchange, that is identified
by Customer as not in working order.
Exchange Unit means new, repaired, or previously used equipment in
working order that Unisys conveys to Customer as a replacement for a
Failed Unit. The Failed Unit shall become the property of Unisys upon Cus-
tomer's receipt of the Exchange Unit or, H later, upon receipt of the Failed
Unit by Unisys. Customer warrants that title to the Failed Unit, and Unisys
warrants that title to the Exchange Unit, shall be free and dear of all
claims, liens, and encumbrances including security interests.
B. Service Descriptions
Unless specified on the Schedule or in this Section, the Initial Term for
SURETY Support Services will be 12 months and will commence on the
later of the Installation Date of the applicable Products or the date Unisys
accepts the Services order. Unless specified on the Schedule, the Initial
Term of SURETY Support Services for Products added to a system already
enrolled under SURETY Support Services will be coterminous with the ap-
plicable term of the Services on that system and, for purposes of changes
to SURETY Support Service charges, will be deemed to have the same
commencement date as the applicable term of the Services on that system.
Following the Initial Term, SURETY Support Services will continue on an
annual renewal basis at Unisys then -current prices until terminated or can-
celled according to the terms of this Agreement. The specific services for
each Service Level and Plan are identified on the next page.
L Support Center Services provides assistance by electronic or voice com-
munication during the PPM on operating the Products, identifying Product
errors or malfunctions and advising on known detours, reporting software
problems via a User Communication Form (UCF), and determining the
need for on -call remedial service. Support Center Services during Off
Hours consists of expediting response to network down and system
emergencies.
2. User Communication Services provides for reporting of suspected
Product errors or malfunctions or suggested new feature changes. Unisys
will make reasonable efforts to provide detours or corrections. Customer
will install all error corrections.
3. Essential Engineering Changes are changes released by Unisys for safe-
ty purposes or changes Unisys determines are essential to the perfor-
mance of equipment. Changes will be installed at a mutually acceptable
time during the applicable hours of coverage. For non Unisys equipment,
Unisys will install Essential Engineering Changes based upon the availabil-
ity of required materials at no cost to Unisys and additional labor charges
will apply for Service levels other than Comprehensive.
4. Equipment Maintenance Parts are parts required for repairs made by
Unisys personnel.
5. Advance Exchange Service allows Customer to notify the Unisys desig-
nated point of contact of a Failed Unit enrolled in the Service. Upon notifi-
cation, Unisys will ship an Exchange Unit to the Customer using a next day
delivery service. Customer will install the Exchange Unit and, at its ex-
pense and risk, ship the Failed Unit to Unisys within 14 days after Cus-
tomer's receipt of the Exchange Unit. Customer may select the Client
Exchange Option (E5) instead of this Advance Exchange Service. The
Client Exchange Option allows Customer, at its expense and risk, to ship or
to bring a Failed Unit to the Unisys designated location. Within 7 business
days of receipt, Unisys repairs the Failed Unit or gives Customer an Ex-
change Unit.
6. Software Maintenance Releases include error corrections and main-
tenance releases that have been developed or provided by Unisys for
Software. These releases shall be licensed only for use on the designated
computer system(s) under the applicable license agreement. Customer will
install all error corrections and maintenance releases.
7. Electronic Self Services provides Customer with 14300 telephone access
by a dial -up workstation to place Customer Assistance Requests (CARs)
and to get information on Unisys Products and services.
8. Network Planning Guide provides information on network components,
prominent communication models and protocols, network design and
equipment selection criteria as well as materials and instructions which
enable customer to profile network requirements.
9. Equipment On -Call Remedial Maintenance includes on -site repair or ex-
change of equipment, at Unisys option, if a problem remains unresolved
after Customer has utilized Support Center Services as prescribed. The
Client Inventory Option (E2) is available under this Service and it provides
on -site exchange of the Failed Unit with a replacement provided by
Customer
10. Electronic On -Site Services allows the Support Centers to receive data
and perform remote failure analysis. Customer shall supply the equipment,
software, and communication facilities to use the electronic support ser-
vice capabilities of the Products as outlined in the Product support plan.
11. Equipment Preventive Maintenance, including the installation of field
changes deemed appropriate by Unisys, will be performed at Customer's
location according to the manufacturer's recommendations at a mutually
acceptable time during the applicable hours of coverage.
12. Equipment On -Call Remedial Maintenance Guaranteed Response
means that a customer services representative will arrive at Customer's
site within the time specified below. Response time is measured from the
time Unisys receives a service request from Customer until a Unisys Cus-
tomer Service Representative arrives at Customer's site. The response
times below are based on the distance from the center of the applicable
Unisys concentration city to Customer's site. In the event of a change in lo-
cation of the equipment site or the Unisys concentration city, the response
time will be deemed amended accordingly.
Miles to the Nearest PPNI Off Hours
Concentration City Response Time Response Time
0-60 2 hours 3 hours
Over 60 No guarantee No guarantee
13. Support Center Guaranteed Response (available only during the PPM)
provides that a Unisys customer support analyst will take Customer's call
promptly or respond to Customer within 30 minutes after the receipt of
Customer's request at the Support Center designated by Unisys. A
response includes direct voice contact, a returned phone call, or an elec-
tronic message according to the Service selected by Customer.
14. Systems Operations Review provides that Unisys will meet with Cus-
tomer's personnel once annually, at a mutually acceptable location and
time, to conduct computer systems operation reviews with respect to the
Products. Customer is responsible for scheduling the meeting.
15. Software On -Call Support includes on -site service if a Software prob-
lem remains unresolved after Customer has utilized Support Center Ser-
vices as prescribed.
16. Installation of Customer Set Up (CSU) Equipment is provided at a
mutually acceptable time during the initial system installation. This service
does not apply to equipment added to the system at a later date. Unisys
will install non Unisys CSU equipment upon Customer request, provided
the required materials are given to Unisys by the Customer at no cost to
Unisys.
17. Multivendor Services Planning provides that Unisys will meet with Cus-
tomer's personnel once annually to review Unisys ability to provide Cus-
tomer with Multivendor Services.
C. Descriptions of Service Access
Standard Access to the Support Center Services provides the Customer
with unlimited use of Electronic Self Services and a number of voice con-
tacts per annum allocated by Unisys. Voice contacts in excess of the annual
allocation are chargeable on a per call basis at Unisys then -current rates.
Premium Access to the Support Center Services provides the Customer
with unlimited use of Electronic Self Services and an unlimited number of
voice contacts with the Unisys Support Centers.
9of14
4305 6407-001 W94)
Schedule B - Unisys SURETY 2000 Service Levels and Plans
'
The Service Plans apply to Products, including interconnected peripheralstattachments, The Service Levels are cumulative (eg. the services
defined under Performance are in addition to those defined under Partner). The hours of coverage for Partner and Performance Service Levels
are during the PPM. The hours of coverage for the Comprehensive Service Level are during the COH, unless designated PPM only. Not all
Services and Service Levels are available on all Products. Individual Unisys SURETY Support Services contained in a higher Service Level
than contracted are provided at Customer request, as available, at then -current Unisys conditions and charges.
Service Levels Service Plan
M (N)
(M)
Unisys Networks
Multivendor
1. Support Center Services X X
X1
2. User Communication Services X X
X1
P 3. Essential Engineering Changes X X
X
A
R 4. Equipment Maintenance Parts X X
X
P T
5. Advance Exchange Service 1 X X
X
R E
IF R 6. Software Maintenance Releases 1 X X3
X 3
R
C M 7. Electronic Self Services X X 1
X 1
0 A
M N 8. Network Planning Guide X X
X
P
C
RE
----------=----------------------------------------------------------------------------------------------------
E
H
E
9. Equipment On -Call Remedial Maintenance
X
X
X
N
S
10. Electronic On -Site Services 1
X
—
—
V
11. Equipment Preventive Maintenance 1
X
—
X
E
---------------------------------------------------------------------------------------------------------------
12. Equipment On -Call Remedial Maintenance Guaranteed Response'
X
X2
X
13. Support Center Guaranteed Response (PPM only)
X
X
X1
14. Systems Operations Review
X1
X
X1
15. Software On -Call Support
X
X
—
16. Installation of Customer Set Up (CSU) Equipment
X
X
X
17. Multivendor Services Planning
X
X
X
Legend: X Included (Labor and Materials).
1 Selected Products only.
2 Only available in emergency system/network down situations.
3 For non Unisys products, available with Performance and Comprehensive Levels only.
10 of 14 4305 6407-001 (1/94)
Schedule C Agreement Number
TNISYS Software Licenses
Equipment Location '
Lubbock Power & Light; 916 Texas Ave., Lubbock, Texas 79457-0001
List Products Applicable to This Agreement
Item
Style
Description
Quantity
ware
License plan
License
Initial
Installation
number.
(specify ETP
charge
license
charge
term)
charge
1
DP500-SSW
DP5W System Software Facility,
1W
ETP84
6,500
0
2
DP500-RPA
NPPS Remittance & Payment Application
1
W
ETP84
0,173
0
3
DP500-DEF
NPPS Data Exchange & Format
1 .
W
ETP84
1,720
0
4
NP25-LPC
PC Gateway Lance Software
1
W
OTC
149
5
NP25-LCE
DP500 Gateway Lance Software
1
W
OTC
267
0
6
US1000-LWt
LAN Workplace for DOS Software '
1
OTC
399
Terms and Conditions - License Plans:
ue
total amu6.Z rr208 o 0
a s
1. Licenses of Software for which Unisys charges either an Annual License
Grand tote►
Charge (ALC) or a Monthly License Charge (MLC) will have an initial term of.
18,208
twelve months commencing on the Installation Date. The MLC license will
$
continue on a montn-to-montn Dasls ana the ALL; will renew annually until
the license is terminated or cancelled in accordance with Section 16 of this
Agreement.
2. For certain licenses, Unisys may charge an Initial License Charge which will
Include the first monthly or annual charge.
.3. Extended Term Plan (ETP): Certain licenses of Software for which Unisys
charges a single fee may have a 36 or 60 month extended term commencing
on the Installation Date. Upon expiration of the extended term, the license
will be automatically continued on a month -to -month basis for a Monthly
License Charge, unless terminated in accordance with Section 16 of this
Agreement, or Customer may pay another ETP fee for an additional extend-
ed term, if available.
4. One Time Charge (OiCr For certain Software, upon payment of a one-time
charge (invoiced upon shipment of the Software), Unisys will license Cus-
tomer to use the Software so long as Customer continues to use the Software
on the SPU on which it was originally licensed for use.
5. Software that has no license charge listed on Schedule C will have a license
term which is coterminous with Customer's possession and use of the equip-
ment on which the Software is installed.
11 of 14 4305 6407-001 (1/94)
1.
4 Schedule Agreement Number
S:-_ _ _- 1 nformation Services
Periodic Basis
Item Type of service No. of Hourly charge Period: Total hours Total charges
number _ personnel DayslWeeksJMonths
s
Grand total
$
Fixed Charges
Item Type of service Description Fixed charge
number
1 IS7-DP5 NPPS RPA, DEF, Standard Development $19,000
Requirements Documents
Standard Worksource Development
One Additional RPA Worksource
Software Installation
Operator Training
Project Management
Grand total
Customer Will be invoiced for travel and lodging and premium service charges in addition to those set forth above, as applicable. $ $14,000
12 01 14 4305 6407-001,(1)94)
A. Unisys Corporation (Unisys) will provide Technical Services for Client to implement the following Unisys Application
Software Products on Client's DP500:
• NPPS Remittance and Payment Application (RPA)
• NPPS Data Exchange and Format (DEF).
B. The Unisys Application Software Products will perform according to the manuals defined below.
• NPPS RPA Capabilities Manual Form Number 3985 4443
• NPPS DEF Capabilities Manual Form Number 3985 4542
C. Unisys will perform the following technical services during the implementation process:
• system analysis to determine Client's specific requirements in regard to the Application Software Products defined
in Section I.A.
• review the documents to be processed (as provided by Client)
• assist Client in completing the Application Software Products questionnaires and creating a Requirements
Definition.
• generate the Application Software Products defined in Section LA
• train Client's operators on the use of the Application Software Products defined in Section I.A.
D. Unisys will use a Professional Project Practices methodology in implementing the Application software Products
defined in Section LA, This methodology may include the following phases:
• Requirements Definition
• Conceptual Design
• Detail Design
• Implementation
• Post Implementation
Based on the complexity of the project, Unisys will determine and define which phases will be used in the
implementation of this project.
E. The Application Software Products will process two (2) scan lines and one (1) output file format (see Section HY and
ILG). Additional scan lines and output formats shall be contracted for under a separate agreement.
F. Actionline phone support (Surety) is covered in Schedule B of this agreement.
13 of 14 4305 6407-001 (1/94)
Schedule D = D
of Information Services (Cont.)
II. CLIENT RESPONSIBILITIES
A. Client and Unisys will jointly develop a Project Schedule prior to beginning the services described in this agreement.
B. Client is responsible for reviewing the Requirements Definition Report to ensure the specifications defined meet Client's
processing needs. The client will sign the Requirements Definition to signify acceptance of and agreement to the
document.
C. Client is responsible for gathering, documenting and submitting to Unisys the following required information:
• sort pattern descriptions
• sample documents needed for testing
• check digit routine(s)
• detailed data communications specifications
• detailed data file formats.
D. Client and Unisys will jointly complete the Application Software Products questionnaires.
E. Customer is responsible for providing a host receive program on Customer's host that will receive the NPPS data
capture file in a format that is mutually acceptable to Unisys and the Customer. The file exchange of data will take
place via a "Flat" file which will be transmitted between the DP500 and a PC via LANCE. The host will "pick" the
"Flat" file up from the PC. The host receive program must be available two (2) weeks prior to the mutually agreed -
upon installation software date.
F. If the NPPS system is to receive an exception file from the Customer's host, it is their responsibility to develop a
transmission program to "put" a "Flat" file on the agreed PC. The file will be formatted in the Unisys defined format.
The exchange of data will take place via a "Flat" file which will be transmitted between the DP500 and a PC via
LANCE. The DP500 will "pick" the "Flat" file up from the PC. The host transmission program must be available two
(2) weeks prior to the mutually agreed -upon installation software date.
G. Client is responsible for providing qualified personnel to assist in data communication interface testing on a mutually
agreed -upon test date(s).
H. Client must have the DP500 hardware installed and operational prior to the agreed -upon installation date.
I. Client agrees to provide a room at Client's site suitable for training. Client agrees to permit students to attend each
session without interruption, and to permit a student who has started a sequence of sessions to complete the balance of
sessions.
J. Client is responsible for receiving the standard Application Operations and Implementation Manuals defined below:
• NPPS DP500 Transport System Software Operations Guide Form Number 3882 7879
• NPPS DP500 Transport Operating Guide Form Number 3882 7861
• NPPS DP500 RPA Operating Guide Form Number 3985 4450
• NPPS DP500 DEF Operating Guide Form Number 3985 4559
14 of, 14
4305 6407.001 (1/94)
Schedule D - Description Of Services
NPPS, RPA and DEF
Lubbock Power & Light
Agreement Number
K. Client and Unisys will mutually establish software acceptance criteria and devise an appropriate System Acceptance
Test Plan.
L. Client is responsible for providing the required input test data to be used for all acceptance testing activities. This data
should be a small but completely representative sample of all processing to be performed including error condition
testing.
M. Client is responsible for conducting the mutually agreed -upon System Acceptance Test.
N. Client shall be solely responsible for the execution of any backup and recovery procedures for all files used by the
Application Software Products listed in Section I.A.
O. It is the Client's sole responsibility to create, store and maintain all backup copies of software and documentation
provided under this agreement. Unisys does not archive software or documentation for its clients.
P. Client is responsible for ensuring all internal processing procedures are developed prior to scheduled live
implementation.
III. UNISYS RESPONSIBILITIES
A. Unisys will perform preliminary off-line Application Software Products testing at a Unisys facility.
B. Unisys will perform implementation services to install the program modules described in this Agreement.
C. Unisys will provide operator/administrator training for three (3) persons on the Application Software Products listed in
Section I.A. This training will be provided once for a maximum of five (5) days and not require more than one (1) trip
to Client's location.
D. If additional training is deemed necessary, Unisys will provide a price quote to Client for the additional training request.
E. Unisys will conduct preliminary data communications testing from a Unisys facility if Unisys determines such testing to
be required (See Section ILE, above).
F. Unisys will provide on -site implementation support for a maximum of two (2) days not requiring more than one (1) trip
to Client's location. If additional on -site support is deemed necessary, Unisys will provide a price quote to Client for the
additional support.
IV. CHANGE CONTROL PROCEDURES
A. Unisys shall develop/generate the Application Software Products defined in this agreement to conform to the
capabilities and features defined in the Requirements Definition. If Client determines that a change to the Application
Software Products is required after authorization of the Requirements Definition, Client will submit a Change Request
Form to Unisys. The following procedures will be used to process a Change Request:
1. Client will submit a written Change Request Form to Unisys. Such Change Request Form will bear a unique
reference number assigned by Client and will outline the new and/or changed specification. The Change Request
Form must be signed by the Client's Project Manager.
Page 14A
Revision: 12 May 95
Schedule D - Description Of Services
NPPS, RPA and DEF
Lubbock Power & Light
Agreement Number
2. Unisys will evaluate the request in terms of whether or not the requested change(s) are specified in the
Requirements Definition Report and the project impact with regard to completion mile - stones and project costs,
and submit to Client a written Change Quotation within ten (10) working days after receipt of the Change Request
Form.
3. The Change Quotation shall indicate the detailed cost and any impact upon the completion milestones, any. If the
Change Quotation is acceptable to Client, an amendment will be executed by both parties. The. completion dates
and payment amounts will be amended accordingly. If the terms of the Change Quotation are not acceptable to the
Client, the then existing Application Software Products, including any previously agreed -upon changes, will
continue in force.
Project control forms and reporting procedures will be enforced by both Unisys and Client Project Leaders.
V. DURATION
A. This Description of Services and the associated pricing is valid until 09/ 12/95. After this date Unisys reserves the right
to adjust the price.
VI. PAYMENT SCHEDULE
A. Client agrees to pay Unisys the total amount of $19,000 (this includes travel expenses for above specified trips) for
services rendered according to the provisions stated in this Agreement. Payments shall be made in three (3) installments
in accordance with the following steps:
1. Thirty percent (30%) due upon completion and delivery of the Requirements Definition: $5,700.
2. Forty percent (40%) due upon delivery of the software: $7,600.
3. Thirty percent (30%) due upon completion of the operator training: $5,700.
VII. WARRANTY
A. Unisys shall warrant the NPPS RPA, and DEF applications for a period of ninety (90) days following the installation
date, in order to allow the Client to verify that such software operates in substantial accordance with Requirements
Definition. This warranty shall be provided in accordance with Section 15.4 of the Agreement.
B. Services provided during the warranty period by Unisys to diagnose a Client reported problem will be chargeable to the
Client if the problem is determined to be the result of a Client operational error.
C. Any services requested in excess of the stated limits of this agreement will be considered by Unisys to be new
requirements and Unisys will respond with a price and schedule to provide such new requirements. In this event the
terms and conditions of this Agreement shall remain in force unaltered.
VIII. NON -HIRE OF EMPLOYEES
A. Client and Unisys agree that they shall not directly or indirectly contract with or hire any employee, agent, contractor or
subcontractor who has performed work related to the services set forth in this agreement, during the term of this service
effort and for a period of six (6) months following completion of the services.
Page 14B
Revision: 12 May 95
Agreement number
UMSYS Additional Terms and Conditions
Customer Date
Lubbock Power & Light
December 21, 1995
Unisys and Customer hereby amend the above -referenced Agreement by adding the following terms and conditions, consisting of paragraphs
1 through —2.6_, on pages 1 through 10
1. These added terms and conditions shall apply only to the Products and/or Services ordered on Schedules concurrent with the Effective
Date of the Agreement and not to any other order for Products and/or Services unless specifically agreed upon in the subsequent
written order.
2. Entire Agreement - The Consolidated Agreement referenced above, fonn 4305 3982-001 (1/94),
as modified by these Additional Terms and Conditions, sets forth the entire agreement between The
Lubbock Power & Light ("Customer" or "Client") and Unisys Corporation ("Unisys") for the
Remittance Processing system described herein. The Agreement is comprised of the following
documents, incorporated herein by reference or attached hereto (hereinafter referred to collectively
as "Agreement"), and in the event of any conflict or inconsistency between or among the
documents, the documents shall be interpreted in the following order of precedence:
(a) The Additional Terms and Conditions;
(b) The Consolidated Agreement, including the following schedules:
Schedule A Equipment Sale;
Schedule B SURETY Support Services;
Schedule C Software Licenses;
Schedule D of the Consolidated Agreement, including Description of Information Services.
(c) Unisys Proposal dated June 21, 1995; and
(d) The Lubbock Power & Light RFP No. 13250.
3. Section 1 Definitions is amended to add the following section 1.8:
1.8 System Acceptance Date means the date on which the acceptance test, as defined in
the Additional Terms and Conditions of this Agreement, incorporating RFP No. 13250 and
Unisys Proposal, is complete.
4. Section 3 Scheduling - Ordering Procedure sub -section 3.4 is deleted and replaced with the
following:
NOTE: Draw a line across the last page following the last paragraph of this amendment and add signature lines.
Page. 1 of 10 6000710 (4/90)
Lubbock Power & Light December 20, 1995
3.4 Upon Customer's prior approval, Unisys may substitute new Products of equivalent or
superior functionality and performance in the event that any of the products ordered are not
available at the time of shipment. In the event Customer withholds its approval for such
substitution, Customer's sole remedy will be termination of the order and refund of any
related down payment.
5. Section 4 Delivery and Installation:
Sub -section 4.1 is amended by adding to the end thereof the following sentence:
Notwithstanding anything to the contrary in this sub -section, all transportation charges
shall be as defined in Unisys Proposal.
Sub -section 4.2 is amended to delete the phrase "one copy" in the first line and insert in lieu
thereof the phrase "three copies".
Sub -section 4.5 is amended by adding to the end thereof the following sentence:
Notwithstanding anything to the contrary in this sub -section, all installation charges
shall be as defined in Unisys Proposal,
6. Section 5 Payment:
Sub -section 5.1 is amended to add the following sentence:
Notwithstanding anything to the contrary contained in this Section 5.1, payment for the
Software, Products and SURETY Support Services is due within fifteen (15) days
following System Acceptance Date.
Sub -section 5.3 is amended to read as follows: "Payment for Information Services are due
as defined in Schedule D of this Agreement."
Sub -section 5.4 is amended to delete the second sentence in its entirety.
7. Section 6 Taxes:
Sub -sections 6.1 and 6.2 are deleted and replaced with the following:
2 10
Lubbock Power & Light
December 20, 1995
6.1 Customer certifies that pursuant to Texas State law Customer is exempt from taxes. In
the event the tax law or regulations change such that Customer is no longer exempt,
Customer will be responsible for any tax under this Agreement which Unisys becomes
obligated to pay, exclusive of taxes based on the net income of Unisys.
8. Section 7 Price Protection:
Sub -section 7.1 is amended to delete the phrase "through delivery, unless through no fault
of Unisys" in the second line, and insert in lieu thereof the phrase "for one (1) year, unless
due to the direct fault of the Customer".
Sub -section 7.2. is amended to add the following sentence:
Notwithstanding anything to the contrary in this sub -section 7.2, charges for SURETY
Support Services will be in accordance with the terms and conditions defined in
Schedule B and Supplemental Schedule B hereto.
Sub -section 7.3 is amended to add the following sentence:
Notwithstanding anything to the contrary in this sub -section 7.3, charges for the initial
term of the Software, the Products, SURETY Support Services, and Information
Services will be as set forth in the Agreement.
9. Section 8 Security Interest is deleted in its entirety and replaced with the following:
Unisys reserves a purchase money security interest in each item of equipment until payment
in full is received for that particular item of equipment delivered to Customer and, for that
purpose, this Agreement is a security agreement. Upon receipt of payment in full for the
particular item of equipment and within a reasonable time, Unisys will take the action
necessary to release its security interest in such item of equipment. Unisys may file this
Agreement or a copy of this Agreement or a UCC-1 form to protect is security interest.
Information concerning the security interest may be obtained from Unisys at the address set
forth in Paragraph 17.
10. Section 9 Customer's Operational Responsibilities:
Sub -section 9.1 is amended to read as follows:
10
Lubbock Power & Light
December 20, 1995
9.1. Customer acknowledges it has independently determined that the Products and
services defined in Unisys Proposal in response to RFP No. 13250 meet Customer's
requirements.
Sub -section 9.3 is amended to add the phrase "use reasonable efforts to" following the
word "will" in line one (1).
Sub -section 9.5 is deleted in its entirety and replaced with:
If Unisys is providing SURETY Support Services, Customer will (a) maintain the
operating environment in accordance with current Unisys specifications, (b) provide
adequate working and storage space for use by Unisys personnel near the equipment,
as outlined in Unisys Proposal, (c) provide Unisys full access to the equipment and
sufficient computer time, subject only to Customer's security rules, (d) follow
reasonable Unisys instructions for determining if remedial service is required, (e) follow
reasonable Unisys instructions for operator maintenance and obtaining services (it is
understood by the parties that should Customer find the procedures and/or instructions
unreasonable, it will so notify Unisys in writing within ten (10) days following its
receipt of such procedures and instructions. The parties agree to make a good faith
effort to negotiate any requirements which are perceived by Customer to be
unreasonable. Failure of Customer to so notify Unisys will be deemed acceptance of
the provisions of sub sections (d) and (e), herein), (f) Make reasonable efforts to
produce (1) a memory dump and additional data in machine readable form if requested,
and (2) reproduce suspected errors or malfunctions in Software, and (g) install all error
corrections and maintenance releases supplied by Unisys.
11. Section 10 Protection of Proprietary Information:
Sub -section 10.1 is modified to read as follows:
Customer will keep in confidence and protect Proprietary Information from disclosure
to third parties and restrict its use as provided in this Agreement insofar as it is possible
under the law. Customer acknowledges that unauthorized disclosure of Proprietary
Information may cause substantial economic loss to such Unisys or its licensors. All
materials containing Proprietary Information will be marked with "Proprietary",
"Confidential", or in a manner which gives notice of its proprietary nature. Proprietary
Information will not be copied except pursuant to Court Order or order of the Texas
Attorney General, in whole or in part, except when essential for correcting, generating,
or modifying Proprietary Information for Customer's authorized use. Each copy,
4 10
Lubbock Power & Light
December 20, 1995
including its storage media, will be marked by the party making such copy with all
notices which appear on the original. Unisys acknowledges that Customer is regulated
by the Public Information Act of the State of Texas (Chapter 552, Government Code)
and that Customer may be ordered by a court or the Texas Attorney General to provide
copies. In the event information marked "Proprietary Information" is being sought,
Customer shall promptly notify Unisys of such request.
Sub -section 10.2 is amended to delete the parenthetical in lines two (2) and three (3) and
substitute in lieu thereof the following::
(and, by execution of a Certificate of Destruction to be provided by Unisys, certify
destruction)
Sub -section 10.3 is modified to read as follows:
Any ideas, concepts, know-how, data-processing techniques, Software, documentation,
diagrams, schematics or blueprints developed by Unisys personnel in connection with
Information Services provided to Customer will be the exclusive property of Unisys.
Unisys grants to Customer a non-exclusive, royalty -free license to use any of the
foregoing in accordance with the terms of this Agreement. Notwithstanding the license
restrictions of Section 11 of this Agreement, any future software development effort
will be subject to a separate agreement signed by Customer and Unisys, wherein all
ownership and license rights to such developed product would be specified in detail. In
the absence of such agreement, each party shall maintain sole ownership of its own
protectable proprietary materials which are developed or owned solely by Customer or
Unisys, respectively. Nothing in this Agreement shall affect in any way Unisys
ownership of all right, title and interest in and to any existing Unisys system software,
application software, routines, techniques, ideas, or formulae which may be utilized in
whole or in part by Unisys in performing services for Customer, or any modifications,
enhancements or derivative works thereof, which shall remain solely the property of
Unisys.
Sub -section 10.4 is modified to insert the phrase "which are not licensed to Customer
hereunder" following the word "materials" in line one (1).
12. Section 11 License:
Sub -paragraph 11.1. The second sentence in this sub -paragraph is deleted in its entirety and
replaced with the following:
5 10
Lubbock Power & Light
December 20, 1995
Customer's use of Software will also be governed by any additional conditions to
which Unisys and Customer mutually agree.
Sub -section 11.3. The second sentence of this sub -section is amended to delete the phrase
"one archival copy" and insert in lieu thereof the phrase "three archival copies".
Sub -section 11.6 is modified by adding the following:
Notwithstanding the foregoing, upon Customer's prior written notice to Unisys,
Unisys hereby consents to the use of the Software products set forth on Schedule C by
Customer on behalf of Customer and Customer's clients in a service bureau
environment. Unisys hereby grants to Customer a personal, non-exclusive and non-
transferable license for Customer to use the Software set forth in Schedule C and
related documentation in a service bureau mode, provided that such services are
restricted to clients of Customer which agree to use such services only to satisfy their
Internal Data Processing requirements. Internal Data Processing requirements means
the automated processing of all information related to such client's business. This
expanded license grant is further restricted in that Customer's clients shall not have
access to the Unisys Software or Proprietary Information licensed herein. In the event
Customer may require, subsequently hereto, application, and/or other Software from
Unisys for use in the service bureau mode, such application and other Software may
require a license fee for use in the service bureau mode or may not be licensable by
Unisys for use in the service bureau mode. All other provisions of this Agreement
applicable to Software, related documentation and Proprietary Information shall remain
in full force and effect with respect to the expanded use license granted in this Section.
13. Section 12 Warranties and Disclaimers:
Sub -section 12.2 Equipment, sub -section (a) is amended to read as follows:
Equipment shall be newly manufactured except as set forth in Section 3.4 of this
Agreement.
Sub -section 12.3 Software, is amended to add sub -section (d) as follows:
(d) Notwithstanding anything in Section 12 to the contrary, during the applicable
warranty period Unisys warrants that (a) the Schedule C Software will operate in
substantial conformance with the published functional specifications of Unisys, (b)
Unisys will use commercially reasonable efforts to correct such errors in the Software
6 10
Lubbock Power & Light
December 20, 1995
reflecting deviations from the specifications defined in the RFP and Unisys. Proposal in
response thereto, as are reported by Customer to Unisys during such warranty period.
Without limiting the foregoing, for errors which reflect significant deviations from the
RFP specifications and Unisys Proposal, or which prevent Customer from using the
Software to perform its production work, substantially impacting Customer's business
operations, Unisys will provide a fix, detour or work around to restore Customer to
production.
Sub -section 12.4 SURETY Support Services, sub -section (b) is amended to delete the
phrase ",at Customer expense," in line two (2).
Sub -section (c) is amended to read as follows:
All Products under SURETY Support shall be supported in accordance with the level
and plan designated on SURETY Support Schedule B and SURETY Support
Supplemental Schedules hereto.
Sub -section 12.4 (d)(i) is amended to add the phrase: "which were not sold to Customer by
Unisys,"
14. Section 13 Alterations and Attachments is modified by adding the following new sub -section
13.5:
13.5 Notwithstanding anything in this Section 13 to the contrary, Unisys is responsible
for the non -Unisys Products and Software specified in the Agreement in accordance
with the specifications set forth in RFP No. 13250 and Unisys Proposal in response
thereto. Section 15 Patent, Copyright and Trade Secret Indemnification does not
apply to non -Unisys equipment or software provided hereunder.
15. Section 14 Limitation of Liability:
Sub -section 14.1 (a) is amended to read "(a) $150,000, or"
Sub -section 14.1 (b) is deleted in its entirety and replaced with the following:
(b) the charges paid to Unisys during the 24-month period immediately prior to
Customer's written notice to Unisys in accordance with Section 17 of its intention to
file a legal or equitable proceeding based on the Products or services which are the
subject matter of or directly related to the causes of action asserted.
7 10
Lubbock Power & Light
December 20, 1995
Sub -section 14.1 is modified to delete the last sentence and substitute the following:
This Section 14.1 does not apply to claims covered by Section 15 Patent, Copyright
and Trade Secret Indemnification, or to claims for personal injury or damage to
tangible personal property arising from Unisys negligence or any intentional act
committed by an employee or agent of Unisys in the performance of this Agreement.
16. Section 15 Patent, Copyright and Trade Secret Indemnification, sub -section 15.2 is amended
as follows:
Sub section 15.2 (b) is deleted and replaced with: (b) replace or modify such Product
with a product of substantially similar functionality to avoid such claim.
In line five (5) following the word "terms" to add the phrase: ",taking into account the
impact of the infringement on both parties,".
17. Section 16 Termination and Cancellation, sub -section 16.6 is amended by the addition of the
following language: "for the remainder of the current fiscal period and the next fiscal period."
18. Section 17 Notices is modified by adding the following new subsection 17.4:
17.4 Prior to initiation of any form of legal or equitable proceeding, the aggrieved party
will give the other party written notice describing the claim and amount as to which it
intends to initiate action.
19. Section 18 Arbitration is deleted in its entirety.
20. Section 19 Acceptance Test is added as follows:
There shall be an Acceptance Test for the initial equipment delivered pursuant to this Agreement to
determine the effectiveness of the System as delivered. The Acceptance Test shall be as follows:
The Acceptance Test shall commence when Unisys certifies in writing that the equipment is
installed and ready for use.
The Acceptance Test shall be deemed passed and the equipment deemed accepted when the
System operates in substantial conformance with applicable Unisys published specifications
at an "Effectiveness Level" of ninety five percent (95%) uptime on Processors, Memory and
on peripherals for thirty (30) consecutive working days within the first ninety (90) days
8 10
Lubbock Power & Light
December 20, 1995
following the ready for use date. One thirty (30) day period need not end for another to
begin.
The definitions of "Effectiveness Level", "Downtime", and "Operational Use Time" are set
forth in RFP No. 13250, at Section 2.5 Acceptance Criteria.
Customer shall maintain appropriate daily records to satisfy the requirements under the
Acceptance Test (such as System and Maintenance Logs) subject to Unisys reasonable
review of such records.
If Customer fails to provide written notice to Unisys of failure to achieve the Effectiveness
Level within 30 days following receipt of notice of ready for use by Unisys, the equipment
shall be deemed accepted.
If the System does not pass the Acceptance Test within the period noted above, Customer
may at its option either accept the System at the then attained Effectiveness Level, require
replacement of the system with a substitute Unisys system, or terminate this Agreement
without any further obligations or liabilities on the part of either party except as herein
provided. If the offered system is replaced, the Acceptance Test on the replacement system
will begin upon Unisys certification in writing that the equipment is installed and ready for
use. Upon mutual agreement, the ninety (90) day period may be extended.
In the event Customer terminates this Agreement for failure to pass the Acceptance Test, it
shall allow Unisys to enter Customer's premises where the System is located and remove the
System.
21. Section 19 Other Provisions is renumbered as Section 20.
22. Schedule B - Definitions and Service Descriptions, Section B Service Descriptions, paragraph 12
Equipment On -Call Remedial Maintenance Guaranteed Response is amended to add the
following:
Notwithstanding the provisions of this paragraph 12, Unisys confirms that its current
response time objective is set forth in Unisys Proposal in response to question number
4.1 ofRFP No. 13250.
23. The prices defined on the Schedules hereto are valid through January 31, 1996.
9 10
Lubbock Power & Light
December 20, 1995
24. A six month No -Additional -Charge -Maintenance period ("NCM) applies to equipment designated
as "**" in the NCM column on Schedule B, Equipment On -Call Remedial Maintenance is provided
at no charge during the PPM for equipment designated with an "**". However, any charges for
optional, additional or up -grade services shall apply. Any upgrade charges applicable to the level of
support services provided during the NCM will be indicated in the description column.
25. The annual rate increase cap for SURETY Services listed on Schedule B & Supplemental Schedule
B hereto shall be 5% for years two (2) through five (5), and 7% for years six (6) and seven (7).
26. For any DP550 products for which Unisys is providing equipment on -call remedial maintenance or
SURETY support services, the following will apply:
a) Customer will pay an additional percentage of the monthly unit charges for each unit
equal to the percentage of item passes in excess of 1,600,000 each month for that unit; and
b) Customer will utilize the Unisys DP500 Infoadvisor Diagnostic Software, follow the
actions prescribed prior to placing a service call, and pay Unisys the then current charges
for any service call Unisys determines could have been avoided through proper Customer
use of such diagnostic Software.
Agreed and Accepted
David R. Langston
(Printed
rIyQ� Pg MANAGER (Printed/Typed Name)
Mayor
(Title) (Title)
10 10