Loading...
HomeMy WebLinkAboutResolution - 1576 - Agreement - Honeywell Info Systems - Data Processing Equipment & Services - 02/09/1984DGV:da RESOLUTION RESOLUTION l - if7$$ 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 (Agreement No. 124438) for Data Processing Equipment, Products and Services and all related documents by and between the City of Lubbock and Honeywell Information Systems, Inc., which agreement and related documents are attached herewith and which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 26th day of ATTEST: Evelyn G fg , Cit Sr-71 ary-Treasurer APPROVED AS TO CONTENT: .az n Aldredge, Data Pr essing Administrator APPROVED AS TO FORM: 1 g!�19 'NA"WIN"t 08%, CPN Honeywell Agreement No. 124438 AGREEMENT AMENDMENT Customer City of Lubbock Installation Address 916 Texas Ave., Lubbock, TX 79457 The Agreement for D.P. Equip.. Prod., & Svc. dated -4/28 83 including the Rental & State & Local Govt. Lease Supplement, HIS- 420. A7008A dated ('Agreement") apply to the following items ordered by Customer. 1. Equipment Schedule Number of equipment configurations below: 0 Total Basic Total Basic Initial Mon thl Monthly Total Product System Term Uaw r Maintenance Purchase Qty. Model Number and Description Class Number q_ Rental Charge Charge Price (See Section 1.1 below) 2 MSA1027 Drive Address 6 LA0027 18 months $ 506 $ 42 3 MSF0006 Dual Address 6 LA0027 18 months 267 39 3 MSF0007 Rotate Pos. 6 LA0027 18 months 261 39 TOTALS '$1,034* $120' *Rental charges include maintenance charges PPM Hours:10 Scheduled Extended Maintenance Period(s)-enter code(s) from reverse side or "N/A": N / A 1.1 The following applies for any single payment or installment payment purchase equipment above only: Purchase Maintenance Election (Check One) C Customer has elected Honeywell Maintenance service — ❑ Customer has not elected Honeywell maintenance ser - complete the charges in the Total Basic Monthly vice — insert "N/A" in the Total Basic Monthly Main - Maintenance Charge column above. tenance Charge column above. MS470 Printed in U.SA Agreement Amendment 3/3180 s 2. Scheduled Extended Maintenance Where Scheduled Extended Maintenance Service is selected by Customer (specified on reverse side), Customer will pay additional monthly charges as follows: I % of Total Basic Monthly Maintenance Charge Payable as an Additional Monthly Charge Product Class 2 3, 4, 5, 7 9,11 Scheduled Extended Maintenance Period Selection Code 6, 8, 12 • On Weekdays (Monday through Friday) — More than 10 consecutive hours per day, 1A — 25% 40% 30% up to and including 16 consecutive hours, inclusive of the PPM. — More than 16 consecutive hours per day, 1B 20% 35% 80% 500/C inclusive of the PPM. —For PPM hours in Section 1 commencing other IC 10% 10% 15% 10% than as provided in the applicable Supplement. • On Weekends Saturdays — Any period of time 2A 10% — — - - Up to and including any 10 consecutive hours 2B — 7% 15% 10% — More than 10 consecutive hours 2C — 10% 25% 20% Sundays — Any period of time 3A 12% — — - - Up to and including any 10 consecutive hours 3B — 8% 15% 10% — More than 10 consecutive hours 3C — 1 12% 25% 20% Monday through Friday means 8:00 a.m. Monday to 8:00 a.m. Saturday; Saturday means 8:00 a.m. Saturday to 8:00 a.m. Sunday; and Sunday means 8:00 a.m. Sunday to 8:00 a.m. Monday. I f3. Software Product Schedule r Number of Software Product configurations below: 3.2 Application Software Products: 4. General This Amendment is effective when Honeywell signs it. All other terms and conditions of the Agreement remain in full force and effect. CUSTOMER OF B CK: HONEYWELL INFORMATION SYSTEMS INC. ✓ >3y By ALAW HE R Title MAYOR Title Date JAN 2 6 1.gRd Effective Date Total Monthly Annual Expanded Software Software License Monthly Initial Product Software Product Product Q�t .. Number Title System Term License License Support Number(s) (Year(s)) Fee Fee Charges Support Service Charge 3.1 System Software Products: 3.2 Application Software Products: 4. General This Amendment is effective when Honeywell signs it. All other terms and conditions of the Agreement remain in full force and effect. CUSTOMER OF B CK: HONEYWELL INFORMATION SYSTEMS INC. ✓ >3y By ALAW HE R Title MAYOR Title Date JAN 2 6 1.gRd Effective Date Interest included in total amount $4,408 Total Amount Due $55,008 Iwo. E��S kob6L UAk Aleoo7nc�77� 1-10- - X0 PPM Hours:10 Scheduled Extended Maintenance Period(s) — enter code(s) from reverse side or N/A': N/A HIS460 Printed in U.S.A. EquipmentlSoftware Product Schedule 3'3/80 [`d neywel1 Agreement No. _l 2 4 4 3 8 JJ Effective Date Page of EQUIPMENT/SOFTWARE PRODUCT SCHEDULE Customer City of Lubbock Installation Address 916 Texas Ave., Lubbock, Texas 79457 The Agreement for Dat Processing Equipment, Products and Services dated 4/28/83 including the State & Local Government a 50peplement, HIS- A 7 0 0 8 A dated ("Agreement") apply to the following items ordered by Customer: 1. Equipment Schedule Number of equipment configurations below: 0 Total Basic Total Basic Initial Monthly Monthly . Product System Term Lease or Maintenance Qty. Model Number and Description Class Number (Years(s)) Rental Charge Charge 1 6 LA0027 18 months $3,056 $339 (Includes (1) CP Upgrade and (3) MSU0451 disk) The Total Balance Due shall be paid in 18 consecutive months installments of $3,056 Interest included in total amount $4,408 Total Amount Due $55,008 Iwo. E��S kob6L UAk Aleoo7nc�77� 1-10- - X0 PPM Hours:10 Scheduled Extended Maintenance Period(s) — enter code(s) from reverse side or N/A': N/A HIS460 Printed in U.S.A. EquipmentlSoftware Product Schedule 3'3/80 j v.r V, r 3. Software Product Schedule Number of Software Product configurations below: f Agreement No.: _ Effective Date: _ Page of Total Monthly Annual Expanded Software Software Software License Monthly Initial Product Product Product System Term License License Support Support Number Title Number (Year(s)) Fee Fee Charges Service Charge 3.1 System Software Products: 3.2 Application Software Products: HIS 460 Printed in U.S.A. Equipment/Software Product Schedule 313180 sol' Honeywell C � . §>k k, Agreement No. Effective Date STATE AND LOCAL GOVERNMENT LEASE SUPPLEMENT 124438 Customer City of Lubbock, Lubbock, Te.xas The Agreement for Data Processing Equipment, Products and Services between Honeywell and Customer, dated 4/28/83 ("Basic Agreement") is supplemented as follows: 1. Schedules and Addenda 1.1 State and Local Government Equipment/Software Product Schedule(s), Effective Date for. Product System Class Number Pages 6 LA0027 1.2 Addenda Title System No. Date Addendum A to State and Local Government Lease Equipment Schedule Addendum A - Amortization Schedule 2. Equipment 2.1 Equipment and Term A. The equipment and its Initial Term are specified in the State and Local Government Equipment/Software Product Schedules) or other authorized order form ("Schedule"), listed in Section 1. B. The Initial Term for equipment commences on the Honeywell Installation Date or the Customer Installation Date, as applicable, defined in Section 2.2A. C. Upon commencement of the Initial Term, Honeywell's obligation to Customer under any prior agreement for the equipment under the Agreement ceases and neither Customer nor Honeywell has any further obligation under the prior agreement except for payment by Customer for charges incurred thereunder. D. Either party may terminate the Agreement with respect to equipment under this Supplement under the same System Number at the expiration of the Initial Term and at any time thereafter upon 90 days written notice. 22 Charges A. The monthly charges for equipment commence where Honeywell installs any of the equipment, on the first day of the month next following the date that any such equipment under the same System Number performs Honeyweirs test routines and programs ("Honeywell Installation Date') and where the equipment consists entirely of Customer Installable Unit (CIU) equipment, on the first day of the month next following 15 days from the date of shipment ("Customer Installation Date") of any such equipment. Any existing Honeywell agreement for equipment being replaced continues up to the date the first monthly payment hereunder is due and payable. B. The Total Basic Monthly Maintenance Charge in the Schedule is also used as the basis for calculating additional monthly maintenance charges. C. If there is an increase in Honeywell's published commercial maintenance charges and Honeywell gives 60 days written notice of such increase, then (i)1 year after the Effective Date of this Supplement, and (ill 1 year after the Effective Date of a subsequent State and Local Government Schedule for an additional Central System under this Supplement, and at any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Total Basic Monthly Maintenance Charge in excess of Honeywell's then current published commercial Total Basic Monthly Maintenance Charge. D. Monthly charges aredue and payable upon receipt of Honeywell's invoice. E. At the expiration of the Initial Term, Customer's Total Basic Monthly Lease Charge in effect on the last day of the Initial Tenn together with Honeywell's then current Total Basic Monthly Maintenance Charge applies, subject to increase under Section 2.2C. F. 'Section 4.3 of the Basic Agreement is deleted. Customer shall pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in or use of the equipment, a service or Software Product, or upon this Agreement, except there shall be no such liability for taxes from which Customer is legally exempt, provided copies of exemption certificates or similar documentation are furnished by Customer to Honeywell. State and Local Government Lease Supplement A7008A Printed in U.S.A. 1/2'83 ( T, 2.3 Funding A. Customer warrants that funds have been appropriated for the data processing function performed by the equipment in the Agreement and for the payment of charges hereunder, for at least the first twelve months of the Initial Term of each State and Local Government Lease Equipment Schedule. Customer shall take all appropriate action to obtain funding for each subsequent fiscal year to satisfy Customer's obligations under the Agreement. B. To the extent that funds are not appropriated to continue the data processing function performed by the equipment in the Agreement and for the payment of the charges hereunder, Customer may terminate the Agreement with respect to the equipment performing such function at the end of its thea current fiscal year. C. Customer shall give written notice of termination to Honeywell at least 90 days prior to the end of its then current fiscal year, and Honeywell shall then have the right to take possession of the equipment at the end of such fiscal year. D. Customer shall pay to Honeywell all charges incurred through the end of such fiscal year including charges incident to the return ofthe equipment. 2.4 Taz Status Customer represents that it is a State, a Territory, or a possession of the United States, or a political subdivision of the foregoing, or of the District of Columbia as defined in Section 103 (a) (1) of the Internal Revenue Code of 1954, as amended, and its implementing regulations. In the event that Customer is not such an organization as defined in Section 103 (a) (1), Customer agrees to pay to Honeywell an additional amount which, together with the amount of interest to be paid by Customer under this Agreement, equals Honeywell's standard interest rate in effect on the date ofthis Agreement to its commercial customers ofsimilar credit and financial standing. 2.5 Opinion of Counsel Customer warrants that, in the opinion of its counsel, the execution of the Agreement by the aforesigned for Customer does not contravene any law and, upon execution by Honeywell, constitutes a legal, valid and binding agreement. 2.6 Equipment Use A. The Total Basic Monthly Charge entitles Customer to unlimited use ofthe equipment. B. Only persons in Customers direct employ or representatives of Honeywell may use the equipment. 2.7 Installation A. Prior to shipment, Customer at its expense shall prepare its installation site in accordance with Honeywell's specifications or instructions. For equipment which Honeywell installs, Customer shall provide the necessary labor for unpacking and placement of the equipment and packing for return of equipment when necessary, which Honeywell shall supervise at no additional charge. B. Except as specified in Section 2.7C, Honeywell shall perform the initial installation of equipment during Honeywell's normal working hours at no additional charge. C. Installation of equipment which is identified in the Schedule as a CIU is the responsibility of Customer. Honeywell installation service for Product Class 9,9A, 9B and 11 equipment which (i) is located more than 50 miles from the nearest Honeywell authorized Customer Services Division service location or (ii) is an expansion order, is available only in accordance with Honeywell's charges and policies then in effect. Customer requests for Honeywell installation service must be in writing and received by Honeywell prior to shipment. D. If installation or removal of equipment by Honeywell representatives is precluded by local law, union agreement or otherwise, Honeywell shall supervise the installation and removal and Customer shall bear any additional costs caused thereby. E. Customer shall pay any charges resulting from Customer's failure to provide the necessary facilities or supplies or to meet Honeywell's site specifications or instructions. F. Equipment is not to be moved without Honeywell's prior written consent. 2.8 Maintenance Service A. Basic Service Payment of the Total Basic Monthly Charge entitles Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) defined in the Schedule(s). For Product Class 9,9A, 9B and 11 equipment, Honeywell preventive maintenance service, if any, is determined by Honeywell in accordance with its policies. Customer shall perform that preventive maintenance service which is specified to be performed by Customer in any documentation and instructions provided to Customer by Honeywell. Honeywell will determine, in accordance with its policies, whatever equipment preventive maintenance is to be performed by Honeywell and, following Customers request, shall make available remedial maintenance service. B. Extended Service Honeywell Extended Maintenance Service beyond the PPM is available for election by Customer on a scheduled or unscheduled basis at additional charges as follows: Scheduled Extended Maintenance Service 1. The available Scheduled Extended Maintenance Service periods and related charges are defined in the Schedule(s). 2. Scheduled Extended Maintenance Service is provided subject to the following: (a) Service is effective upon installation of the equipment, but if Customer schedules service subsequent to installation or elects to change coverage, it is effective on the first day of a calendar month upon 15 days written notice. (b) Where Scheduled Extended Maintenance Service is elected, all equipment under the same System Number must have that same coverage period(s). (c) For Product Class 9, 9A, 9B and 11 equipment, service requires payment by Customer of a minimum Total Basic Monthly Maintenance Charge in accordance with Honeywell's policies then in effect. Unscheduled Extended Maintenance Service Unscheduled Extended Maintenance Service, including preventive and remedial maintenance service requested beyond the PPM, Saturdays, Sundays or on Honeywell's published holidays is provided in accordance with Honeywell's hourly rates and policies then in effect. C. General 1. Honeywell determines the equipment preventive maintenance service and, following Customers request, shall make available remedial maintenance seHice. Honeywell shall make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywelrs policies then in effect. 2. Customer is to provide at no charge for Honeywell's use, all facilities such as storage, working space, electric current and outlets necessary for operation of the equipment. These facilities are to be within a reasonable distance ofthe equipment. 3. Honeywell, at all times, retains title to all Honeywell spare parts, tools, and computer program media and Honeywell may remove or discontinue usage thereof, as applicable, at any time. In addition, all Honeywell test, diagnostic and verification information and routines (on Honeywell or Customer owned media), maintenance equipment and maintenance materials, information and documentation are confidential and proprietary to Honeywell; such confidential and proprietary items, whether on Customers site or accessible by remote inquiry or incorporated in the equipment, are and remain the property of Honeywell and Honeywell may remove, or discontinue usage thereof, as applicable, at any time or Customer shall destroy same upon written request from Honeywell. Customer shall treat and protect such confidential and proprietary items in a manner consistent with the maintenance of trade secret rights, and take appropriate action by instruction or agreement with its employees who are permitted access thereto to satisfy its obligations hereunder. 4. Maintenance service does not include providing, maintaining or removing attachments, machines or other devices not provided by Honeywell, nor making specification changes, nor performing services connected with relocation, installation and deinstallation, nor refinishing or refurbishing equipment. Any maintenance charges resulting from other than normal use of the equipment or products are to be paidbyCustomer. In any event, if Honeywell's ability to render maintenance service is impaired by circumstances beyond its control, Honeywell may terminate the Agreement for the affected equipment. 5. Product Class 7, 9, 9A, 9B and 11 equipment installed more than 50 miles from the nearest Honeywell authorized Customer Services Division service location is subject to a monthly Remote Equipment Maintenance Surcharge in accordance with Honeywell's charges and policies then in effect. 2.9 alterations and Additions Except as provided in Section 2.11, Customer shall not make any alterations or additions to the equipment nor permit persons except representatives of Honeywell to adjust or repair the equipment. 2.10 Insurance A. For any equipment shipped by Honeywell, Honeywell will maintain insurance for loss or damage to the equipment for a period of 60 days after shipment or until the equipment is installed and ready for use, whichever occurs first. B. Until all payments under this Agreement have been made, Customer will maintain insurance satisfactory to Honeywell against risks of loss, including extended coverage and theft. Such insurance will be payable to Honeywell and Customer as their respective interests may appear and will provide for 10 days written minimum cancellation notice to Honeywell. Customer will provide Honeywell with certificates or other evidence of such insurance. 211 Equipment Replacements A. Subject to Honeywelrs scheduling requirements and equipment availability, Customer may request Honeywell to replace a unit hereunder with a Honeywell unit of the same functional type. B. When a unit replacement occurs, Customer shall pay lithe charges applicable to the replacement unit less any then current trade-in value applicable to the replaced unit, plus (ii) a charge equal to the unamortized value of the replaced unit in Addendum A to the State and Local Government Lease Equipment Schedule. 2.12 Purchase A. Provided all charges prior to the date of purchase have been paid, Honeywell shall make all the units of equipment on a State and Local Government Lease Equipment Schedule available for purchase by Customer at a cash price equal to the unamortized value of the equipment as shown in Addendum A to the State and Local Government Lease Equipment Schedule p`irKYOM B. If Customer elects to purchase selected units of equipment on a State and Local Government Lease Equipment Schedule, the price for such units will be determined by the ratio of the Basic Monthly Lease Charge for each such unit to the Total Basic Monthly Lease Charge for all equipment leased hereunder on such Schedule. 2.13 Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise for equipment is for Honeywell to make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. If, however, after repeated efforts, Honeywell is unable to keep the equipment in such condition. then Customer's exclusive remedy and HoneywelI's entire liability in contract, tort or otherwise is the payment by Honeywell of actual damages for the equipment not kept in good operating condition, but not to exceed the amount of the Total Basic Monthly Charges paid for the affected equipment by Customer for the 6 months immediately preceding such failure, or $50,000.00, whichever is less. License for Software Products Software Products provided to Customer are listed in the Schedule(s) in Section 1. 3.1 Grant A. Honeywell grants to Customer a nonexclusive, nontransferable license to use each Software Product or portions thereof (including related materials provided therewith) solely for Customer's own use on the Central System, Central Processor or Terminal Processing Unit as designated by the System Number in the Schedule ("Central System"). B. If Customer is temporarily unable to use a Software Product on the Central System because of conditions beyond Customer's control, the license may be temporarily transferred to permit Customer to use the Software Product on another designated Central System. C. The license to use includes the right to reproduce or copy any portion of the Software Products in machine readable form into machine readable or printed form as necessary to support Customers own use of the Software Products, provided however, that no more than 3 copies of each Software Product in each form will be in existence under any license. Customer shall reproduce and include copyright or trade secret notices of any copies, in whole or in part, in any form, including partial copies in modifications of Software Products made hereunder in compliance with any applicable instructions provided by Honeywell. All copies of the Software Product made by Customer including translations, compilations, partial copies within modifications and updated works are the property of Honeywell. 32 License Term A. The license granted herein for each Software Product is effective on its shipment date and continues through the end of its License Term and thereafter unless otherwise terminated as provided herein. Unless otherwise stated in the Schedule, the License Term and the license for each Software Product continues until Customer's possession of the Central System ceases or until terminated as provided herein. B. The License Term for each Software Product commences 30 days after the date it is shipped by Honeywell. 3.3 Use and Modifications A. Customer is responsible for determining the appropriate use and establishing the limitations of each Software Product in its data processing operations. B. Authorization to make modifications to each Software Product is granted, but Honeywell is not responsible for any Customer modifications or the compatibility of any equipment, Software Product, future Software Product releases, test, diagnostic and verification routines or engineering change orders, with such modifica- tions. Under such authorization to modify, Customer may modify for Customer's own use any portion of Software Products in machine readable form and/or merge such portion into other software to form an updated work; provided that, upon discontinuance of the Software Product, the portion will be completely removed from the updated work and dealt with under this Section as if permission to modify or merge had never been granted. Any portion of the Software Product included in such updated work will continue to be subject to all of the terms and conditions of this Section 3. C. CustomershalIpayforservicesresultingfromCustomer'smodifrcationofanySoftwareProductorCustomer's failure to utilize current Software Product releases provided by Honeywell. I 4.3 Termination Except for orders accepted by Honeywell, either party may terminate this Section 4 upon 30 days written notice. 4.4 Patents Honeywell is not liable under any suit or proceeding brought against Customer based on a claim that products provided hereunder constitute an infringement of any patents. 4.5 Limitation of Remedy Customers exclusive remedy and Honeywell's entire liability in contract, tort or otherwise for Auxiliary Products, is for Honeywell to repair or exchange any products which (i) Customer returns to Honeywell within 10 days from the end of the applicable Warranty Period and (ii) Honeywell finds by inspection to be defective in workmanship or material. Customer shall indicate the number of the Honeywell invoice for any returned products. All exchanged prodbcts are the property of Honeywell. Any Honeywell on site labor shall be paid by Customer in accordance with Honeywell's rates and policies then in effect. General 5.1 Documentation A. Licensed documentation provided by Honeywell is subject to HoneyweIl's terms, conditions, charges and policies then in effect. 1. All such documentation shall at all times remain the property of Honeywell and Customer shall have no right, title or interest therein except as expressly set forth herein. Customer shall (i) protect all property rights in the documentation in a manner consistent with the maintenance of copyright and trade secret rights as applicable; (ii) not reproduce or copy such documentation in whole or in part; (iii) not adapt such documentation in whole or in part: (iv) not sell, transfer or otherwise make the licensed documen- tation available to others; and (v) use the documentation in Customer's operations only. Customer shall make all documentation readily available at Customers facilities to Honeywell service personnel upon request and shall provide secure storage facilities for such documentation. 2. With respect to any information contained in the licensed documentation such as but not limited to that which includes maintenance information, software code and flow diagram information, which is designated by Honeywell as confidential or proprietary, Customer shall in addition to its other obligations, hold such documentation in confidence, not disclose the information therein to any other party and use such documentation and the information therein only for the purposes of maintaining and operating equipment purchased hereunder. It is understood that such confidential documentation is licensed to Customer for its sole use, that title thereto remains in Honeywell and that Honeywell has the right to the return of all such confidential documentation upon termination as provided herein or if Customer is in default of any of its obligations under this Section 5.1A. The foregoing obligation with respect to confidential treatment of such information does not apply to information which was right- fully known to Customer prior to its receipt from Honeywell, or is or becomes public knowledge by acts other than those of Customer after receiving such information. B. No copyright license is granted in the exclusive rights of copyright owners under this Supplement to Customer in any copyrighted documentation purchased from Honeywell. 5.2 Security Interest Honeywell reserves a security interest in all equipment and Auxiliary Products, all additions and accessions thereto and all replacements, products and proceeds thereof to secure payment of Customer's obligations. Such security interest is retained until Customers obligations are paid in full. 5.3 Delivery A. Equipment and products are delivered by Honeywell F.O.B. point of shipment, in accordance with a mutually agreeable delivery schedule. B. For Product Class 9,9A, 9B and 11 equipment, Customershall accept delivery ofthe equipment ordered under each Schedule within 15 months of that Schedule's Effective Date. C. While Honeywell makes every effort to ship equipment ordered by Customer consistent with Customer's delivery requirements, Honeywell may provide interim equipment where a delay for on -order equipment occurs. In such event, Honeywell shall provide equipment which has equal or greater functionality than the on -order equipment and at charges which do not exceed those of the on -order equipment. The charges for the interim equipment are due and payable on the same terms as those for the on -order equipment until such time as the on -order equipment is installed. Honeywell shall notify Customer in writing prior to shipment of the interim equipment. When the on -order equipment is installed, the interim equipment is to be returned to Honeywell. The Initial Term of the on -order equipment commences on the date that the respective interim equipment is installed. Section 2.11 (Equipment Replacements) of this Supplement does not apply to the interim equipment. 3.4 Fees and Charges A. The Monthly License Fee for each Software Product commences at the beginning of its License Term and continues thereafter until the license is terminated. The Initial License Fee is due and payable 30 days from date of invoice. B. If there is an increase in Honeywelrs published commercial Monthly License Fee and Honeywell gives 60 days written notice of such increase, then (i)1 year after the Effective Date of this Supplement, and (ii) i year after the Effective Date of a subsequent Schedule for an additional Central System under this Supplement, and at any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Monthly License Fee in excess of Honeywell's then current published commercial Monthly License Fee. C. Customer shall pay for Software Product media which Honeywell supplies in accordance with Honeywell's charges and policies then in effect. 3.5 Proprietary Rights A. Customer's rights in the licensed Software Products are expressly limited to the right to use, copy and modify, as set forth in this Section 3. Each Software Product shall at all times remain the property of Honeywell and Customer shall have no right, title or interest therein, except as stated. B. Customer agrees to keep confidential and protect from unauthorized disclosure by its employees, agents or customers, the contents of those licensed Software Products which include trade secrets. This obligation survives termination of the Agreement. C. Customer shall not sell, transfer, or otherwise make available any Software Product or copies thereof to others. Customer shall secure and protect each Software Product and eopies thereof in a manner consistent with the maintenance of the rights therein and to take appropriate action by instruction or agreement with its employees who are permitted access to each Software Product or copies thereof to satisfy its obligations hereunder. 3.6 Support Software Product support services are provided subject to Honeywelrs charges and policies then in effect. Honeywell may alter support for each Software Product upon 90 days written notice or in accordance with any applicable Honeywell Software Product support supplement. 3.7 Termination A. Either party may terminate a license at the end of its License Term or thereafter, upon 90 days written notice. B. If Customer fails to comply with any of its obligations hereunder, Honeywell has the right, at any time, to terminate each license and take immediate possession of each Software Product and all copies. C. Within 5 days after the termination of any license, Customer shall (i) return to Honeywell the original and all copies of the Software Product received from Honeywell and copies in any form including translations or compilations, whether partial or complete, and whether or not modified or merged into other software as authorized under such license or (ii) upon request by Honeywell destroy each Software Product and all copies and certify in writing that they have been destroyed. 3.8 Limitation of Remedy Customers exclusive remedy and Honeywell's entire liability in contract, tort or otberwise arising out of or in any way connected with each Software Product licensed hereunder is the payment by Honeywell of actual damages not to exceed 50% of the charges paid by Customer to Honeywell for each affected Software Product, or $20,000.00, whichever is less. 4. Auxiliary Products Auxiliary Products are those products listed in Honeywell's then current Computer Supplies Catalog as well as special - length cables and cable connectors. All Customer orders for Auxiliary Products including telephone order§, are governed by the terms and conditions of the Agreement. Shipment of the Auxiliary Products constitutes acceptance of Customers order. 4.1 Terms of Payment and Additional Charges A. Payment is due within 30 days after shipment. B. Customer shall pay all charges for transportation unless otherwise specified in the Honeywell Computer Supplies Catalog. C. Installation service is available in accordance with Honey -weirs rates and policies then in effect. D. Risk of loss passes to Customer upon shipment regardless of which party selects the carrier. 42 Warranty A. Honeywell warrants to Customer good and clear title to the Auxiliary Products free and clear of liens and encumbrances. B. Honeywell further warrants that the Auxiliary Products are free from defects in workmanship or material under normal use and service during the applicable Warranty Period as determined by Honeywell policy. The Warranty Period commences upon shipment, or if Honeywell installs the product, on the date it is installed as determined by Honeywell. C. This Warranty extends only to Customer as an original purchaser. 5.4 Ordering A. Customer may order certain equipment and products under a Honeywell authorized order form which expressly references and incorporates the terms and conditions of the Agreement. Any such document not containing such reference and incorporation or which contains other terms and conditions is null and void. All order documents are subject to acceptance by Honeywell. B. Customer shall place an order upon the Effective Date of this Supplement. C. Customers order is to contain the following minimum information: 1. Identity of the equipment or product (by quantity, model number, description, and charges); 2. Shipment instructions including requested delivery dates of not less than 90 days from the date of receipt of the order form or in accordance with Honeywell's standard lead times, whichever is greater, and 3. Reference to the terms and conditions of the Agreement, System Number and the applicable Supple- ment form and Schedule(s), if any, by title and date. 5.5 Termination This Supplement terminates for all purposes upon termination of the Initial Term, and any extensions, for all equipment. Honeywell N' Agreement No. 124438 Effective Date �6',gDK RENTAL SUPPLEMENT A"tomer City of Lubbock_, Lubbock, Texas The Agreement for Data Processing Equipment, Products and Services between Honeywell and Customer, dated 4 / 2 8 18 3 ('Basic Agreement") is supplemented as follows: 1. Schedules and Addenda 1.1 Equipment/Software Product Schedule(s), HIS- 4 7 U , Effective Date for. Product System Class Number Pages 6 TSA 0 0 2 7_ 1.2 Addenda Title System No. Date 2. Equipment Rental 2.1 Equipment and Term A. The equipment and its Initial Term are specified in the Equipment/Software Product Schedule(s), or other authorized order form ("Schedule"), listed in Section 1. B. The installation date is the date the equipment performs Honeywell's installation test routines and programs C'Honeywell Installation Date"). C. The Initial Term for all equipment under the same System Number commences when a Honeywell Installation Date first occurs for any equipment under that System Number. The Initial Term for subsequently installed equipment under that System Number is coterminous with such first installed equipment. D. Upon commencement of the Initial Term, Honeywell's obligation to Customer under any prior agreement for the equipment under the Agreement ceases and neither Customer nor Honeywell has any further obligation under the prior agreement except for payment by Customer for charges incurred thereunder. E. Either party may terminate the Agreement with respect to equipment under this Supplement designated under the same System Number, at the expiration of the Initial Term and at any time thereafter, upon 90 days written notice. 2.2 Charges A. The Total Basic Monthly Rental Charge commences on the Honeywell Installation Date. B. If there is an increase in Honeywell's published commercial lease charges of like term and Honeywell gives 60 days written notice of such increase, then (i) 1 year after the Effective Date of this Supplement, and (ii) 1 year after the Effective Date of a subsequent Schedule for an additional Central System under this Supplement, and at any time thereafter,. Honeywell may implement such increase. Honeywell shall not increase the Total Basic Monthly Lease Charge in excess of Honeywell's then current published commercial Total Basic Monthly Lease Charge of like term. C. At the expiration of the Initial Term of equipment under the same System Number, Customer's Total Basic Monthly Rental Charge in effect on the last day of the Initial Term applies, subject to increase under Section 2.2B. 2.3 Equipment Use A. The Total Basic Monthly Rental Charge entitles Customer to unlimited use of the equipment. B. Only persons in Customers direct employ or representatives of Honeywell may use the equipment. 2.4 Installation A. Prior to shipment, Customer at its expense shall prepare its installation site in accordance with Honeywell's specifications or instructions. Honeywell shall perform the initial installation of equipment during Honeywell's normal working hours at no additional charge. Customer shall provide the necessary labor for unpacking and placement of the equipment and packing for return of equipment when necessary, which Honeywell shall supervise at no additional charge. B. U installation or removal of equipment by Honeywell representatives is precluded by local law, union agreement or otherwise, Honeywell shall supervise the installation and removal and Customer shall bear any additional costs caused thereby. C. Customer shall pay any charges resulting from Customer's failure to provide the necessary facilities or supplies or to meet Honeywell's site specifications or instructions. D. Enuinment is not to be moved without Honeywell's prior written consent. 2.5 Maintenance Service A. Basic Service ntal Charge entitles Customer to preventive and remedial maintenance service Payment of the Total Basic Monthly Re during the Principal Period of Maintenance (PPM) defined in the Schedule(s). B, Extended Service PPM Honeywell Extended Maintenance Service beyond the s available for election by Customer on a scheduledor unscheduled basis at additional charges as follows: Scheduled Extended Maintenance Service 1. The available Scheduled Extended Maintenance Service periods and related charges are defined in the Schedule(s). to the following: 2. Scheduled Extended Maintenance Service is provided subject (a) Service is effective upon installation of the equipment, but if Customer schedules service subsequent to installation or elects to change coverage, it is effective on the first day of a calendar month upon 15 days written notice: (b) Where Scheduled Extended Maintenance Service is elected, all equipment under the same System Number must have that same coverage period(s). Unscheduled Extended Maintenance Service beyond Unscheduled Extended Maintenance d ys or on Honeywell's published holidays is prow remedial in a Gordan a with Homaintenance service neywell's hourly the PPM, Saturdays, rates and policies then in effect. C. Charges 1. in the Schedule is used as the basis for calculating additional The Total Basic Monthly Maintenance Charge monthly maintenance charges. 2. If there is Ce of such increase, en (i.)1 year after he Effectiished commercial ve Date of this aintenance Supplement,oneyw and (1 )l1 year aftea he written no hedule for an additional Central System under this Supplement, and at any time Effective Date of a subsequent Sconeywell shall not increase thereafter, Honeywell Char a in eexcess of Honeywell's then current a nt publ shed commercial Total BasicM Basic Moaintey Maintenan g nance Charge. D. General service and, following Customer's request, 1. Honeywell determines the equipment preventive maintenance shall make all necessary adjustments and repairs shato make available remedial maintenanceservice. keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. 2, Customer is to provideat o charge for operation of the's use, all equipment facilities These facilities are to,working be within a8ce, electric reasonable current and outlets necessary • distance of the equipment. 3. Honeyw'e,ma all remove or discontinue usage hereof, asHoneywell spare applicable, at any time. In ddition al�Honey ell test , HoneywellY diagnostic and verification information and routines (on Honeywell or Customer owned media), maintenance ential and proprietary to equipment and maintenance materials, information items, whether on Customer's site or ac ssible by emote inquiry Honeywell; such confidential and proprietary Yw of Honeywell and Honeywell may remove, or or incorporated in the equipment, are and remain the property written discontinue usage thereof, as applicable, at any time or Customer shall destroy same u ary items n a mannerconsistentrequest Honeywell. Customer shall treat and protect such confidential and ption by ins with the maintenance of trade secret rights, and take appropriate action by instruction or agreement with its employees who are permitted access thereto to satisfy its obligations hereunder.' hines or other q. Maintenance service docs not include providing, knspecification changes, nor perfontaining or removing rm ng services connected with devices not provided by Honeywell, nor making ape relocation, installation and deinstallation, nor refinishing or refurbishing equipment. Any maintenance charges resulting from other than normal use of the equipment or products are to be paid by Customer. . In any event, Honeywell's one y terminate the render Agreement maintenance service ected equipment paired by circumstances beyond its control, Honeywell 2,g Alterations and Additions ke any alterations or additions to the equipment nor permit persona Except as provided in Section 2.8, Customer shall not ma except representatives of Honeywell to adjust or repair the equipment. 2.7 Insurance Honeywell maintains insurance for loss or damage to the equipment. 2,9 Equipment Changes Changes to the equipment are sub}ect to Honeywell's equipment change charges and policies then in effect. 2.9 Purchasemake Provided all charges prior to the date ofpurchase Honeywell'shave een a and policies then shall in effect. a units of equipment available for purchase by Customer in accordance w r. , ,c y ,,,,Q i]R;i„� H, is entire liability in contract, tort or otherwise fore equipment make e1J necessary adjustments and repairs to keep the e Policies then in effect. If, however, after re quiment in good operatinga Pment ie for Honeywell to Customer's exclusive remedy and Hone Pealed efforts' Honeywell is unable to condition in accordance with Honeywell's actual damages for the equipment not kept nl' entire liability in contract, tort keep the equipment in such condition, then + the affected Operating or otherwise is the payment by Hone equipment by Customer for the 6 months formed condition, but not to exceed the amount ofrental chargee paid for 3• License for Software Products Y Preceding . g such failure, or b50,000.00, Software Products provided to Customer are listed in the Schedule(s) in Sectiowhichever is leas. n'1. 3.1 Grant A. Honeywell grand to Customer a nonexclusive, nontransferable license to (including related materials provided therewith) solely for Customer's own Processor or Terminal use each Software product or Processing Unit as deal use on the portions thereof B. If Customer is temporarilygrated pr the System Number in the SchednCentral System, Central Customer's control, icense rola e to u� a Software hurt on the Central n le ("Central System"). another designated Central System.be temporarily transferred to Systembecause of conditions beyond C. The license to use includes the right to re permit Customer to use the Software Product on into machine readable or Tinted form as reproduce rcopyanyportlon ofthe Software however, that no more than 3 copies of each necessary to supportare Products In machine readable form duCustomer's form use of the Software Products, provided Customer shall reproduce and include Copyright Product o each form will be in existence under any license• es, in including partial copies in m P3 i' ht or trade secret notices on an instructions F 'cations of Software products made hereunder compliance ole Or in part, nin any form, Provided by Honeywell. All copies of the Softwdated w product made by Customer including translations compilations, partial copies within modifications and u Y applicable 3-2 License Term plated works are the property of Hone ' A. _ Ywel1. The license granted herein for each Its License Term sad there Software Product is effective on its shipment date and continues t Schedule, the License Term thereafter the license otherwise sch Software rminared as provided herein. Unless otherwise eta the end of Central System ceases or until terminated as ted is the Product continues until Cn.ustomer's possession of the • B. The License Term for each Software product commences 301da s 3.3 Use and Modifications Y after the date it is shi A. CustPPed by Honeywell. Customer a responsible for determining the appropriate use and establishing the limitations in its data processing operations. B. Authorization to make modifications to each Software trona of each Software product Customer modifications or the compatibility Product is test, din Fatibility of an granted, but Honeywell is not responsible for any gnostic and verification routines or engineering change orders,Software such modifications. Under such release,, nation to mothproduct, future Software product releases, modify, Customer may modify for Customer's own use form and/or merge such portion into other software to form an u on - Software any Portion of Software Products in machine readable Product, the portion will be completely removed from the updated work; provided that, u if Per'nission to modify or merge had never been updated work and dealt upon under the section as dated work will continue to be subject to all of the ranted. Any Portion of the Software C. Customer shall pay for services resultingfmmCustolnelm'Bmodifi es and tionofaaitions of thia Section uct included in such up - utilize current Software product releases provided by Honeywell. 3 Y Software Product or Customer's failure to Fees and Charges A• The Monthly License Fee for each Software thereafter until the license is terminated The rod t1e commences at the l License is due end Payable B• If there is as increase in Hone gid Pa of its License Term and continues Honeywell's published commercial Monthly License Fee and Honeywelldays firm date of invoice. notice ofsuch increase, then (i)1 year after the Effective Date of this Supplement, and (ii)1 Year of a subsequent Schedule for an additional Central System under this Supplement, an Bt�ves Effective written Honeywell may implement such in Y after the Effective Date thea current published commercial Honeywell shall not increase the MonthlyY time thereafter, License Fee in ' C• Customer shall pay for Software product media which Honeyw•e]] supplies in accordance with H excess of Honeywells Policies then in effect; 3•f Proprietary Rights oneywell's charges and A- Customer's rights in the licensed Software this Section 3. Each Software Products are expressly limited to the right to Product shall at all times remain the to g use, co right, title or interest therein, except as stated. P perty of Hone PY and modify, as set in B. Customer shall keepYwell and Customer shall have no confidential and protect from unauthorized disclosure by its employees, agents or customers th contents of those licensed Software products which include trade secrets. This obligation s Agreement. un lyes te. e C• Customer shall not sell, transfer, or otherwise make available an "mmation of the Customer shall secure and protect each Software Y eoftwaze product or copies thereof to others. the rights therein to'take a Product copies thereofin a mannerconsistent with maintenance of each Software appropriate action by instruction or agreement with its employees who are Product or copies thereof to satisfy its obligations hereunder. 3.6 Support Permitted access to Software product, support services support for each Software are Provided subject to Honeywell's charges end f Product supportproduct upon 90 days written notice or in accordance policies then is effect. Honeywell may alter j supplement. rdamce with any applicable Honeywell Software 3 i 3.7 Termination A. Either party may terminate a license at the end of its License Term or thereafter, upon 90 days written notice. ' B. If Customer fails to comply with any of its obligations hereunder, Honeywell has the right, at any time, to terminate each license and take immediate possession of each Software Product and all copies. C. Within 5 days after the termination of any license, Customer shall (i) return to Honeywell the original and all copies of the Software Product received from Honeywell and copies in any form including translations or compilations, whether partial or complete, and whether or not modified or merged into other software as authorized under such license or (ii) upon request by Honeywell destroy each Software Product and all copies and certify in writing that they have been destroyed. 3.9 Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise arising out of or in any way connected with each Software Product licensed hereunder is the payment by Honeywell of actual damages not to exceed 50% of the charges paid by Customer to Honeywell for each affected Software Product, or $20,000.00, whichever is less. 4. Auxiliary Products Auxiliary Products are those products listed in Honeywell's then current Computer Supplies Catalog as well as special -length cables and cable connectors. All Customer orders for Auxiliary Products including telephone orders, are governed by the terms and conditions of the Agreement. Shipment of the Auxiliary Product constitutes acceptance of Customer's under. 4.1 Terms of Payment and Additional Charges A. Payment is due within 30 days after shipment. B. Customer shall pay all charges for transportation unless otherwise specified in the Honeywell Computer Supplies Catalog. C. Installation service is available in accordance with Honeywell's rates and policies then in effect. D. Risk of loss passes to Customer upon shipment regardless of which party selects the carrier. 4.2 Warranty A. Honeywell warrants to Customer good and clear title to the Auxiliary Products free and clear of liens and encumbrances. B. Honeywell further warrants that the Auxiliary Products are free from defects in workmanship or material under normal use and service during the applicable Warranty Period as determined by Honeywell policy. The_Warranty Period commences upon shipment, or if Honeywell installs the product, on the date it is installed as determined by Honeywell. C. This Warranty extends only to Customer as an original purchaser. 4.3 Termination Except for orders accepted by Honeywell, either party may terminate this Section 4 upon 30 days written notice. 4.4 Patents Honeywell is not liable under any suit or proceeding brought against Customer based on a claim that products provided hereunder constitute an infringement of any patents. 4.5 Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise for Auxiliary Products is for Honeywell to repair or exchange any products which (i) Customer returns to Honeywell within 10 days from the end of the applicable Warranty Period and (ii) Honeywell finds by inspection to be defective in workmanship or material. Customer shall indicatethe number of the Honeywell invoice for any returned products. All exchanged products are the property of Honeywell. Any Honeywell on site labor shall be paid by Customer in accordance with Honeywell's rates and policies then in effect. 5. General 5.1 Documentation A. Licensed documentation provided by Honeywell is subject to Honeywell's terms, conditions, charges and policies then in effect- 1. ffect 1. All such documentation shall at all times remain the property of Honeywell and Customer shall have no right, title or interest therein except as expressly set forth herein. Customer shall (i) protect all property rights in the documentation in a manner consistent with the maintenance of copyright and trade secret rights as applicable; (ii) not reproduce or copy such documentation in whole or in part; (iii) not adapt such documentation in whole or in part; (iv) not sell, transfer or otherwise make the licensed documentation available to others; and (v) use the documentation in Customers operations only. Customer shall make all documentation readily available at Customer's facilities to Honeywell service personnel upon request and shall provide secure storage facilities for such documentation. 2. With respect to any information contained in the licensed documentation such as but not limited to that which includes maintenance information, software code and flow diagram information, which is designated by Honey- well ss confidential or proprietary, Customer shall, in addition to its other obligations, hold such documentation in confidence, not disclose the information therein to any other party and use such documentation and the information therein only for the purposes of maintaining and operating equipment rented hereunder. It is understood that such confidential documentation is licensed to Customer for its sole use, that title thereto remains in Honeywell and that Honeywell has the right to the return of all such confidential documentation upon termination as provided herein or if Customer is in default of any of its obligations under this Section 5.1A. The foregoing obligation with respect to confidential treatment of such information does not apply to information which was rightfully known to Customer prior to its receipt from Honeywell, or is or becomes public knowledge by acts other than those of Customer after receiving such information. B. So copyright license is granted in the exclusive rights of copyright owners under this Supplement to Customer in any copyrighted documentation purchased from Honeywell. ' . �__ X5.2 Delivery A. Equipment and products are delivered by Honeywell F.O.B. point ofshipment, in accordance with a mutually agreeable 9 delivery schedule. B. While Honeywell makes every effort to ship equipment ordered by Customer consistent with Customer's delivery requirements, Honeywell may provide interim equipment where a delay for on -order equipment occurs. In such event, Honeywell shall provide equipment which has equal or greater functionality than the on -order equipment and at charges which do not exceed those of the on -order equipment. The charges for the interim equipment are due and payable on the same terms as those for the on -order equipment until such time as the on -order equipment is installed. Honeywell shall notify Customer in writing prior to shipment of the interim equipment. When the on -order equipment is installed, the interim equipment is to be returned to Honeywell. The Initial Term of the on -order equipment commences on the date that the respective interim equipment is installed. Section 2.8 of this Supplement does not apply to the interim equipment. 5.8 Ordering A. Customer may order certain equipment and products under a Honeywell authorized order form which expressly references and incorporates the terms and conditions of the Agreement. Any such document not containing such reference and incorporation or which contains other terms and conditions is null and void. All order documents are subject to acceptance by Honeywell. B. Customer shall place an order upon the Effective Date of this Supplement. C. Customer's order is to contain the following minimum information: I. Identity of the equipment or product (by quantity, model number, description and charges); 2. Shipment instructions including requested delivery dates of not less than 90 days from the date of receipt of the order form or in accordance with Honeywell's standard lead times, whichever is greater; and S. Reference to the terms and conditions of the Agreement, System Number and the applicable Supplement form and Schedule (if any), by title and date. 5.4 Termination This Supplement terminates for all purposes upon termination of the Initial Term, and any extensions, for all equipment. Honeywell NUMBER OF MONTHLY PAYMENTS MADE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 HIS --401 Continuation Form CONTINUATION FOAM ADDENDUM A AMORTIZATION SCHEDULE PURCHASE VALUE $97,800 95,800 92,800 90,800 87,800 91,800 89,800 79,800 76,800 73,800 71,800 68,800 65,800 62,800 59,800 56 , 80 0 53,800 50,800 Agreement No. 124438 Effective Date System No. T• A O O 2 7 Page 1 of 1 Printed in U.S.A. 31WSO t H t t �. Agreement No. 1 9 4 4 S A o n eywe `'' Effective Date MAINTENANCE SERVICE SUPPLEMENT JaN f+ Customer City of Lubbock, Lubbock, Texas The Agreement for Data Processing Equipment, Products and Services between Honeywell and Customer, dated 4/28/83 ("Basic Agreement"), is supplemented as follows: L Equipment Schedule Number of equipment configurations below: 0 Total Basic Monthly Product System Maintenance Qty. Model Number and Description Class Number Charge 1 CPK6045 CP Upgrade -6 LA0027 $ N/A 2 MSA1027 Drive Address 42 3 MSF0006 Dual Address 39 3 MSF0007 Rotate 'Fos. 39 3 MSU0451 Disk 339 TOTAL $459 PPM Houm10 Scheduled Extended Maintenance Period(s) — enter code(s) from reverse side or "NIA": N / A 2. Term 2.1 The Maintenance Service Term for all equipment under the same System Number is 1 year commencing on the date maintenance service first commences for any unit of equipment under such System Number. The Maintenance Service Term continues thereafter for successive 1 year terms unless earlier terminated by either party upon 90 days written notice prior to the end of any 1 year term. 2.2 Upon commencement of the Maintenance Service Term, HoneyweIl's obligation to Customer under any prior agreement for the equipment in Section 1 ceases and neither Customer nor Honeywell has any further obligation under the prior agreement except for payment by Customer of charges incurred. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF MS -450 Printed in US.A. ___ onion dneyweti Customer _ City of Lubbock LLU11ON 1,/J Agreement No. 12 4 4 3 8 AGREEMENT FOR DATA PROCESSING EQUIPMENT, PRODUCTS AND SERVICES between HONEYWELL INFORMATION SYSTEMS INC. 200 Smith Street Waltham, Massachusetts 02154 and Billing Address 916 Texas Ave., Lubbock, Texas 79457 Honeywell's data processing equipment, products and services are provided subject to the terms and conditions herein and in the Supplements and Schedules selected by Customer below (collectively referred to as the "Agreement"): 1. Supplements and Schedules Title • Lease Supplement • Financial Lease Softt•:Supplement • W:Supplement • Sale Supplement • OEM Sale Supplement Other: HIS Effective HIS Effective System Form# Date Title Form# Date Number Pa¢e(s • Education Services . Supplement • Machine Time Services --4my 4/28/83 Supplement 430 4/28/8 3 DATANETWORK Services Supplement • Equipment/Software Product Schedule(s) 462 4/28/63 LA27 2. Effective Date and Termination This Basic Agreement is effective when Honeywell signs it and continues in full force and effect until the last Supplement is terminated. 3. Limitation of Remedy 3.1 Customer's exclusive remedy and Honeywell's entire liability for equipment, Software Products, Auxiliary Products, documentation and services is set forth in the Supplements, Schedules and Addenda, as applicable, listed in Section 1. 3.2 In no event is Honeywell liable for any indirect, special or consequential damages arising out of the Agreement or the use of any equipment, Software Products, Auxiliary Products, documentation and services provided under the Agreement. 3.3 Neither party may institute any action in any form arising out of the Agreement more than 2 years after the cause of action has arisen, or in the case of nonpayment, more than 2 years from the date of last payment. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT (CONSISTING OF THE TERMS AND CONDITIONS HEREIN AND THOSE IN THE FORMS LISTED IN SECTION I ABOVE) AND SHALL BE BOUND BY ITS TERMS AND CONDITIONS. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CITY OF LUBBOC AS ClUR LL INFORMATION SYSTEMS, INC.BY HCfi l'� r /rhBY Title AZ fl�l�G 17, /); fl IV 6 6 � � Title Mayor Date 4/28/83 HIS400 Basic Agreement Effective Date 4/28/83 Printed in U.S.A. 3/3/80 4. y _ .:its — General 4.1 The equipment, products and services selected by Customer and their charges are established in the Supplements and Schedules listed in Section 1. 4.2 Unless otherwise specified, all monthly charges for equipment, products and services are invoiced in advance on the first day of each month and are due and payable 30 days from date of invoice. Monthly charges for a fraction :. of a inon'th'aie prorated on a 30 day basis: Other charges authorized by Customer are invoiced as incurred and are due and payable upon receipt of invoice. 4.3 Customer shall pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in t or use ,of -the equipment, Software Products, Auxiliary Products or service, or upon the Agreement, exclusive of personal property taxes which shall be paid by Honeywell, except that personal property taxes assessed on purchased equipment and products on or after the date title passes shall be paid by Customer. 4.4 Unless otherwise provided, Customer shall pay all charges for transportation, rigging and drayage. All boxing, crating and skidding used in the shipment of the equipment and products is the property of Honeywell and is returnable at Honeywell's option. S. Supplies All supplies are to be provided by Customer and are to meet Honeywell's specifications or instructions. 6. Title 6.1 Title to purchased equipment and Auxiliary Products passes to Customer upon (a) shipment or (b) for installed equipment being converted to purchase, on the date the prior Honeywell agreement terminates. 6.2 Title to equipment under lease, financial lease and rental remains with Honeywell. 63 Customer shall at its expense protect and defend Honeywell's title against all persons, keep the equipment and products free from any legal process or encumbrance, give Honeywell immediate written notice thereof and indemnify Honeywell from any loss caused thereby. 7. Indemnification Customer shall indemnify and hold harmless Honeywell from any loss, claim or damage to persons or property, other than the equipment, arising out of the Agreement or Customer's possession or use of the equipment, Software Products, Auxiliary Products, documentation and services provided, to the extent that such loss, claim or damage is not caused by the fault of Honeywell. This indemnity survives the termination of the Agreement. 8. Default 8.1 If Customer is in default under the Agreement and such default continues for 10 days after written notice thereof by Honeywell, then Honeywell may terminate the Agreement with respect to the affected equipment, product or service. Honeywell has the right to declare the entire amount of the Unpaid balance and any other charges to be immediately due and payable and to exercise any other remedy existing at law or in equity to include taking possession of such equipment, products and documentation. Customer shall pay Honeywell all costs and expenses including attorneys' fees incurred in exercising its rights or remedies. 8.2 In the event of default by Customer, Honeywell may require Customer to assemble the equipment and products provided hereunder and make them available at a time and place reasonably convenient to Honeywell. No delay or failure of Honeywell to exercise any right or remedy operates as a Waiver thereof. 9. General 9.1 All orders are subject to acceptance by Honeywell and fulfillment of Honeywell's credit requirements. 9.2 Honeywell is not liable for any failure or delay in performance due to any cause beyond its control. 93 The Agreement and any part thereof may be amended only by a writing executed by Customer and Honeywell. 9.4 The Agreement is governed by the law of the Commonwealth of Massachusetts. 9.5 There are no express or implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, not specified herein respecting the Agreement or tate equipment, Software Products, Auxiliary Products, documentation and services provided. 9.6 Honeywell's obligations under the Agreement are limited to the continental United States. 9.7 Customer shall not export directly or indirectly any technical data, information or items acquired under the Agreement to any country for which the United States Government (or any agency thereof) requires an export license or other approval without first obtaining such written consent and shall incorporate in all export shipping documents the applicable destination control statements. 9.8 Customer may assign the Agreement in whole or in part only with the prior written consent of Honeywell. Honeywell at its option has the right to assign the Agreement, all or part of the payments under the Agreement, or sell the equipment under the Agreement, to the extent that Iloneywcll's obligations to Customer are not affected. 9.9 The Agreement represents the entire agreement between the parties regarding the subject matter thereof and on eywel l Agreement No. I ' Effective Date SALE SUPPLEMENT (Single Payment and Installment Payment) "Ctistomer The Agreement for Data Processing Equipment, Products and Services between Honeywell and Customer, dated I ' ;"2 C'Bssic Agreement") is supplemented as follows: 1. Schedules and Addenda 1.1 Equipment/Software Product Schedule(s), MS -011 ,Effective Date %1' for. Product System Class Number Pages 12 Addenda Title _ System No. Date I.S Maintenance Service Option Honeywell maintenance service is an option available to Customer. If Customer elects such service, it will be provided in accordance with Section 2.8 of this Supplement and will be identified for each system selected by the insertion in the Schedule of the Total Basic Monthly Maintenance Charges for the equipment in the system. Customer hereby acknowledges this Section 1.3. (Customer Initials) 2. Equipment The equipment purchased on a single payment or on an installment basis is specified in the EquipmentlSoftware Products Schedule(s), or other authorized order form ("Schedule"), listed in Section 1. 2.1 Terms of Payment and Charges A. For single payment purchases, the Total Balance Due is payable: 1. For equipment to be shipped by Honeywell which (i) Honeywell installs, 10 days following the date that any equipment under the same System Number performs Honeywell's test routines and programs ('Honeywell Installation Date") and (ii) for CIU equipment as defined in Section 2.3C, 30 days from the date of shipment ('Customer Installation Date"). Any existing Honeywell agreement for equipment being replaced continues up to such Honeywell Installation Date or Customer Installation Date, as applicable. 2. For installed equipment being converted to purchase, on the last day of the month of the Effective Date of the Schedule for such equipment. Any existing Honeywell agreement for such installed equipment continues up to such last day. B. For installment purchases, monthly installments are due and payable beginning- 1. eginning1. For equipment to be shipped by Honeywell where Honeywell installs any of the equipment, on the first day of the month next following the date that any such equipment under the same System Number performs Honeywell's test routines and programs ('Honeywell Installation Date") and where the equipment consists entirely of CIU equipment, on the first day of the month next following 15 days from the date of shipment of any such equipment. Any existing Honeywell agreement for equipment being replaced continues up to the date the first monthly installment is due and payable. 2. For installed equipment being converted to purchase, on the first day of the month next following the Effective Date of the Schedule for such equipment. Any existing Honeywell agreement for the installed equipment continues up to the last day of the month immediately preceding the date the first monthly installment is due and payable. C. If Customer fails to pay any charges when due and payable, Honeywell may invoice and Customer shall pay a late payment charge of 1%% per month but not in excess of the lawful maximum, on the past due balance. IES430 Printed in U.S.A. Sale Supplement 313180 '2.2 Patents Honeywell shall defend, or at its option settle, any claim, suit or proceeding brought against Customer on the issue of infringement of any United States patent by equipment, providing Customer promptly notifies Honeywell in writing of such claim, suit or proceeding and gives Honeywell full information and assistance to settle and/or to defend. Honeywell shall pay resulting costa, damages and attorney's fees finally awarded, subject to the limitation of liability set forth herein. Honeywell is not liable for any costs or expenses incurred without Honeywell's written authorization. If such claim has occurred or in Honeywell's opinion is likely to occur, Honeywell may, at its election and expense, either obtain for Customer the right to continue using such equipment, replace or modify it so that it is not infringing, or remove such equipment and grant Customer a credit therefor. Honeywell is not liable to Customer if any infringement claim is based upon the interconnection, operation or use of such equipment in combination with equipment, software or other devices not made by Honeywell, use or operation in any manner for which such equipment was not designed or for other than the uses and operation recommended by Honeywell. Honeywell's total liability for patent infringement is Iimited to the lesser of $50,000.00 or any amount paid by Customer for such equipment that caused the damages or that is the subject matter ofor directly related to the claim ofpatent infringement.. 2.3 Installation A. Prior to ahipment, Customer at its expense shall prepare its installation site in accordance with Honeywell's specifications or instructions. -For equipment which Honeywell installs, Customer shall provide the necessary labor for unpacking and placement of the equipment and packing for return of equipment when necessary, which Honeywell shall supervise at no additional charge. B. Except as specified in Section 2.3C, Honeywell shall perform the initial installation of equipment during Honeywell's normal working hour at no additional charge. C. Installation of equipment which is identified in the Schedule as a Customer -Installable Unit ("CILr) is the responsibility of Customer. Honeywell installation service for Product Class 9 and 11 equipment which (i) is located more than 50 miles from a Honeywell Field Engineering District Office or (ii) is an expansion order, is available only in accordance with Honeywell's charges and policies then in effect. Customer requests for Honeywell installation service must be in writing and received by Honeywell prior to shipment. D. If installation or removal of equipment by Honeywell representatives is precluded by local law, union agreement or otherwise, Honeywell shall supervise the installation and removal and Customer shall bear any additional costs caused thereby. E. Customer shall pay any charges resulting from Customer's failure to provide the necessary facilities or supplies or to meet Honeywell's site specifications or instructions. 2.4 Risk of Loss and Protection of Equipment A_ All risk of loss passes to Customer upon shipment of the equipment regardless of which party selects the carrier. B. For installment purchase equipment shipped by Honeywell: 1. Until all payments under the Agreement are made, Customer shall maintain insurance satisfactory to Honeywell against risks of loss, including extended coverage and theft. Such insurance is payable to Honeywell and Customer as their respective interests may appear and shall provide for 10 days written minimum cancellation notice to Honeywell. Customer shall provide Honeywell with certificates or other evidence of such insurance. 2. Customer shall keep the equipment free from any lien, security interest or encumbrance, in good order and repair and shall not use the equipment in violation of any statute or ordinance. Customer shall defend the equipment against all claims and demands; Honeywell may examine and inspect the equipment at any time. S. Customer shall pay promptly all taxes and assessments upon the equipment and Honeywell may discharge taxes, liens, security interests or other encumbrances levied or placed on the equipment, may pay for insurance thereon and may provide for its maintenance and preservation. Customer shall reimburse Honeywell on demand for any payment made or any expense incurred by Honeywell on behalf of Customer. 2.5 Warranty A. Honeywell warrants to Customer good and clear title to the equipment free and clear of liens and encumbrances, subject to Section 52. B. Honeywell further warrants that the equipment is free from defects in workmanship or material under normal use and service during the applicable warranty period. This warranty excludes expendable components. C. Warranty Period 1. The Warranty Period of Honeywell shipped equipment is: -(a) For Product Class 9 and 11 equipment, 90 days following Honeywell's Installation Date or 120 days from shipment date, whichever occurs fust and, (b) For all other Product Class equipment, 12 months following the Honeywell Installation Date. 2. The Warranty Period for any installed equipment which Customer converts to purebase is 3 months commencing from the date that the prior existing Honeywell agreement for such equipment terminates. D. In the event ora warranty claim. Customer may send the defective unit, in accordance with Honeywell instructions, to an authorized Honeywell repair location for repair or replacement, at Honeywell's option, or Customer may request on site repair service in accordance with Honeywell's charges then in effect. All tranportation charges in connection with warranty service are the responsibility of Customer. E. This Warranty extends only to Customer as an original purchaser. 26 Limitation of Remedy Customer's exclusive remedy and HoneywelI'aentire liability in contract, tort or otherwise for equipment is the repairor exchange of any parts which Honeywell detcrmiru during the applicable warranty period are defective in workmanship or msiteriaL All arm Lhe p.op.� of Huttirysdi. If. horwvsr, agar repr.at-d efforts. Horaey.rell is unable to repair or a=ct. ouch " .; � - - ^.: � 6.fw1w �+rL t � i�ratws✓a arol�.r w its N wwtear4_ teea.roU.r+.ir L tl.. /+,sr.rst =V yw �' .... .. Ma.aw�lr w► raa.wa� Mara. M r► w��y � �.. a.�a_w ero a.e rr �+r�Y. . r 2.7 Equipment Purpose. Location and Transfer .� For installment purchases, Customer represents that the•equipment In to remain personal property and is purchased for use primarily in Customer's business. Customer shall not move orpermit to l- moved, sell, or transfer the equipment or any interest • therein without the prior written consent of Honeywell. 2.8 Maintenance Service A. Customer Option , Honeywell maintenance service is an option available to Customer. Where Customer`electa Honeywell equipment maintenance service, Honeywell shall provide such service in accordance with the terms and conditions in this Section 2.8 and the respective Schedule(s).. _ B.. Term L The Maintenance Service Term for all equipment under the same System Number is 1 year commencing on the date maintenance service fust commences for any unit of equipment under such System Number. The Maintenance Service Tenn continues thereafter for successive 1 year terms unless earlier terminated by either party upon 90 days - written notice prior to the end of any 1 year term. . 2.. Upon commencement of the Maintenance Service Tenn, Honeywell's obligation to Customer under any prior agreement for the equipment under the Agreement ceases and neither Customer nor Honeywell has any further obligation under the prior agreement except for payment by Customer of charges incurred. C. Charges L The Total Basic Monthly Maintenance Charge in the Schedule is also used as the basis for calculating addi- tional monthly maintenance charges. 2. Monthly maintenance charges commence upon commencement of s Maintenance Service Term. _ 3. If there is an increase in Honeywell's published commercial maintenance charges and Honeywell gives 60 days written notice of such increase, then (i)1 year after the Effective Date of this Supplement, and (ii)1 year after the Effective Date of a subsequent Schedule for an additional Central System under this Supplement, and at any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Total Basic Monthly Maintenance Charge in excess of Honeywell's then current published commercial Total Basic Monthly Mainte- nance Charge. D. Basic Service Payment of the Total Basic Monthly Maintenance Charge entitles Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) defined in the Schedule(s). For Product Class 9 and 11 equipment, Honeywell preventive maintenance service is that which is not specified to be performed by Customer pursuant to documentation and instructions sold or licensed to Customer by Honeywell. E. Extended Coverage Service Honeywell Extended -Maintenance Service.beyond the PPM is available for election by Customer on a scheduled or unscheduled basis at additional charges as follows: - - - Sebeduled Extended Maintenance Service 1. The avail able Scheduled Exteiided Maintenari c**e Servire periods arid -related charges are defined in the Schedule(s). 2. Scheduled Extended Maintenance Service is.provided subject.t.o the followm (a) Service is effective upon installation of the equipment, but if Customer schedules service subsequent to installation or elects to change coverage, it is effective on the first day of a calendar month upon 15 days written notice. - (b) Where Scheduled'Extended Maintenance Service -is elected, all equipment'under the asme'System Number must have that same coverage period(s). (c) For Product Class 9 and 11 equipment,'service requires payment by Customer of a minimum Tota) Basic Monthly Maintenance Charge in accordance with Honeywell's policies then in effed.- Unscheduled Extended Maintenance Service Unscheduled Extended Maintenance Service, including preventive and remedial maintenance service requested beyond the PPM, Saturdays, Sundays or on Honeywell's published_ bolidays is provided in accordance with Honeywell's hourly rates and policies then in effect F. Alterations and Additions Honeywell is not responsible to Customer for loss of use of the equipment or for any other Iiabilities arising from alterations, additions, adjustments or repairs which are made to the equipment by other than authorized representa- tives of Honeywell. If in the opinion of Honeywell,any such alteration, addition, adjustment or repair adversely affect& Honeywell's ability to render maintenance service to the equipment, Honeywell reserves the right to terminate maintenance service for the affected equipment upon 30 days written notice. G. General 1. Honeywell determines the equipment preventive maintenance service and, following Customer's request, shall make available remedial maintenance service. Honeywell shall make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. - 2. Customer is to provide at no charge for Honeywell's use, all facilities such as storage, working space, electric current and outlets necessary for operation of the equipment. These facilities are to be within a reasonable distance of the equipment S. Honeywell, at all times, retains title to all Honeywell spare parts until incorporated in the equipment, tools, and computer program media and Honeywell may remove or discontinue usage thereof, as applicable, at any time. In addition, all Honeywell test. diagnostic and verification information and routines (on'Honeywell or Customer owned media), maintenance equipment and maintenance materials, information and documentation are con- ' fidential and proprietary to Honeywell; such confidential and proprietary items, whether on Customer's site or accessible by remote inquiry or incorporated in the equipment, are and remain the property of Honeywell and Honeywell may remove, or discontinue usage thereof, as applicable, at any time or Customer shall destroy Baine upon written request from Honeywell. Customer shall treat and protect such confidential and proprietary items in a manner consistent with the maintenance of trade secret rights, and take appropriate action by instruction or agreement with its employees who are permitted access thereto to .satisfy its obligations hereunder. 4. Maintenance service does not include providing; maintaining or'removing attachments, umacidnes or other devices not provided by Honeywell, nor making specification changes, nor performing services connected with relocation; installation and deinstallation, nor refinishing or refurbishing equipment. Any maintenance charges resulting from other than normal use of the equipment or products'are to be paid by Customer. In any event, if Honeywell's ability to render maintenance service is impaired by circumstances beyond its control, Honeywell may.terminate maintenance service for the affected equipment. 5. " Product Class 7,9 and 11 equipment installed more than 50 miles from the nearest Honeywell Field Engineering District Office is subject to a monthly Remote Equipment Maintenance Surcharge in accordance with Honeywelra charges and policies then in effect. - _ , = j. 6: If, in the opinion of Honeywell, maintaining the equipment in good operating condition is no-loagerpossibie for any reason including normal wear and tear, Honeywell shall provide to Customer an estimate of Honeywell's refurbishment charges for such equipment in accordance with Honeywell's charges and policies then in effect. Should Customer fail to make the equipment available to Honeywell for such refurbishmentwithin 60 days after receipt of the estimate, Honeywell may remove the equipment from maintenance service and such estimate will then benull and void. 7. Replacement parts are installed on'an exchange basis at no additional charge to Customer when such replace- ment is effected on Customer's premises by Honeywell. Replaced parts are the property of Honeywell. S. Equipment is not to be moved without Honeywell's prior written consent. 9. If the Total Basic Monthly Maintenance Charge for equipment hereunder at any installation site is less than the minimum monthly charge defined in Honeywell policy,'Honeywell has the right to invoice and Customer shall pay such Total Basic Monthly Maintenance Charge in advance quarterly instead of monthly. H. Limitation of Remedy ` Customer's exclusive remedy and Honey!%,ell's entire liability.in contract, tort or otherwise for maintenance service is for Honeywell to make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance a-ith Honeywell's policies'then in effect. If, however, after repeated efforts, Honeywell is unable to keep the equipment in such condition, then Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise is the payment by Honeywell of actual damages for the equipment not kept in good operating condition, but not to exceed the amount of maintenance charges paid for the affected equipment by Customer for the 6 months immediately preceding such failure, or $50,000.00, whichever is less. - r. - S. License for Software Products,.. Software Products provided to Customer are listed in the Schedule(s) in Section I.: 3.1 Grant - -. A. Honeywell grants to G°ustomer a nonexclusive, nontransferable license to use each Software Product or portions thereof (including related materials provided therewith) solely for Customer's own use on the Central System, Central Processor or Terminal Processing Unit as designated by the System Number in the Schedule ("Central System"). B. If Customer is temporarily unable to use a Software Product -on the Central System because of conditions beyond Customeea control, -the license -nay be temporarily transferred to permit C_ustomer•to use the Software Product on another designated Central System. ` C. The license to use includes the right to reproduce or copy any portion of the Software Products in machine readable form into machine readable or printea form ea necessary to support. Customer's own use of the Software Prod bets, provided however, that no more than 3 copies of each Software Product in each form will be in existence under any license. Customershall reproduce and include copyright or trade secret notices on any copies, in whole or in part, in any form, including partial copies in modifications of Software Products made hereunder in compliance with any applicable instructions provided by Honeywell. All copies of the Software Product made by Customer including translations, compilations, partial copies within modifications and updated works are the property of Honeywell. 3.2 License Term .. . A. The license granted herein for each Software Product is effective on its shipment date and continues through the end of its License Term and thereafter unless otherwise terminated as provided herein. Unless otherwise stated in the Schedule, the License Term and the license'for each Software Product continues until Customers possession of the Central System ceases or until-l.erminated as provided herein. B. : The License Term for each So(lware Product commences 30 days after the date it is shipped by Honeywell. 3.3 ::Use and Modifications A. -Customer is responsible forActermining the appropriate use and establishing the limitations of each Software Product pin its data processing operations. • • - .. 1 11 ,• _ .. I . B. Authorization to make modifications to each 'Software Product is granted, but Honr -well is not resmnsible' for any Customer modifications or the compatibility of any equipment, Software Product. future Software Product relpsaas„ .1-! test, diagnostic and verification routines or engineering chance orders, with such modifications. Under such authari s - tion to modify. Customer may rnndl(I' for Customer's owz use any portioa ofSoftwase Products in am-hisw r—d.Li.form #4 ` portion into e4 drat, � ea.o�sti.tsa.n• of V,. and/or merge such softrasnr b form an ujadstsd .•.rk i+alk+sltl►'iswirrtlal►Ps �d'+is►� `- portion X11 ec.mp:Nwy esmow.d fila ttse >"E Software Product.thc po `..q •AST '.,, ord" itsRta.ar.1 is l��a ,14 ,. •• permission to rhWify or mega . ?+M� or &Ls •stews rts�f.'' wf }�+. Wit• 3°'y ' 'i'� - t '�-fi '"'x.. ..work wili continue tp 1,r ."ts•ra K . .,.,e-- . .. :� - _,�rh. », -a- r `' C. Customer shall pay for services resulting from Customers modification of any Software Product or Customers failure to utilize current Software Product releases provided by Honeywell. 3.4, Fees and Charges _ A. The Monthly License Fee for each Software Product commences st.the beginning of its License Term and continues thereafter until the license is terminated. The Initial License Fee will be due and payable 30 days from date of invoice. B. If there is an increase in Honeywell's published commercial Monthly License Fee and Honeywell gives 60 days written notice of such increase, then (i)1 year after the Effective Date of this Supplement, and (ii)1 year after the Effective Date of a subsequent Schedule for an additional Central System under this Supplement, and at -any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Monthly License Fee in excess of Honeywell's then current published commercial Monthly License Fee. •C. = - . Customer shall pay for Software Product media which Honeywell supplies in accordance with Honeywell's charges and -policies then -in effect. - 3.5 Proprietary Rights A_ Customers rights in the licensed Software Products are expressly limited to the right to' copy and modify; as set ~ forth in this Section 3. Each Software Product shall at all times remain the property of Honeywell and Customer shall have no right, title or interest therein, except as stated. B. Customer shall keep confidential and protect from unauthorized disclosure by its employees, agents or customers, the . contents of those licensed Software Products which include trade secrets. This obligation survives terniination'of the Agreement : : C. Customer shall not sell, transfer, or otherwise make available any Software Product'or copies thereof to others.. Customer shall secure and protect each Software product and copies thereof in a manner consistent with the mainte- nance of the rights therein and take appropn`ate action by instruction or agreement with its employees who are permitted access to each Software Product or copies thereof to satisfy its obligations hereunder. 3.6 Support Software Product support services are provided subject to Honeywell's charges and policies then in effect. Honeywell may alter support for each Software Product upon 90 days written notice or in accordance with any applicable,Honeywell Software Product support supplement. 3.7 Termination ' A. Either. party may terminate a license at the end of its License Term or thereafter, upon 90 days written notice. B. If Customer fails to comply with any of its obligations hereunder, Honeywell has the right, at any time, to terminate each license and take immediate possession of each Software Product and all copies. C. 'Within 5 days after the termination of any license, Customer shall (i) return to Honeywell the original and all copies of the Software Product received from Honeywell and copies in any form including translations or compilations, whether partial or complete, and whether or not modified or merged into other software as authorized under such license or (ii) upon request by Honeywell destroy each Software Product and all copies and certify in writing that they have been destroyed- 3.8 estroyed 3.8 Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise, arising out of or in any way _ connected with each Software Product licensed hereunder is the payment by Honeywell of actual damages not to exceed 50% of the charges paid by.Customer to Honeywell for each affected Software Product, or $20,000.00, whichever is less. 4. Auxiliary Products - Auxiliary Products are those products listed in Honeywell's then current Computer Supplies Catalog as well as special -length cables and cable connectors. All Customer orders for Auxiliary Products, including telephone orders, are governed by the -terms and ._ conditions of the Agreement. Shipment of the Auxiliary Product constitutes acceptance of Customer's order. 4.1 Terms of Payment and Additional Charges A. Payment is due within 30 days after shipment B. Customer shall pay all charges for transportation .mlesa otherwise specified in the Honeywell Computer Supplies Catalog. ^ C. Installation service is available in accordance with Honeywell's rates and policies then in effect. -- D. Risk of loss passes to Customer upon shipment. regardle as of which party selects the carrier. 4.2 Warranty A. Honeywell warrants to Customer good and clear title to the AuxiliayProducts free and clear ofliens and encumbrances. ,. B. Honeywell further warrants that the Auxiliary Products are free from defects in workmanship or material under normal use and service during the applicable Warranty Period as determined by Honeywell policy. The Warranty Period commences upon shipment, or if Honeywell installs the product, on the date it is installed as determined by Honeywell C. This Warranty extends only to Customer as an original purchaser. 4.3 Termination Except for orders accepted by Honeywell, either party may terminate this Section 4 upon 30 days written notice. 4.4 Patents Honeywell is not liable under any suit or proceeding brought against Customer based on a claim that products provided hereunder constitute an infringement of any patents. 4.5 Limitation of Remedy Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise for Auxiliary Products, is for Honeywell to repair or exchange any products which (i) Customer rrturns to Honeywell within 10 days from the end of the ,. a • applicable Warranty Period and (ii) Honeywell finds by inspection to be defective in workmanship or material. Customer shall indicate the number of the Honeywell invoice for any returned products. All exchanged products are the property of Honeywell. a Any Honeywell on site labor shall be paid by Customer in accordance with Honeywell's rates and policies then in effect - b, General 5.1 'Documentation A. Licensed documentation provided by Honeywell is subject to Honeywell's terms, conditions, charges and policies then in effect L All such documentation shall at all times remain the property of Honeywell and Customer shall have no right, title or interest therein except as expressly set forth herein. Customer shall (i) protect all property rights in the documentation in a manner consistent with the maintenance of copyright and trade secret rights as applicable; -` (ii) not reproduce or copy such documentation in whole or in part; (iii) not adapt such documentation in whole or in part; (iv) not sell, transfer or otherwise make the licensed documentation available to others; and (v) use the documentation in Customer's operations only. Customer shall make all documentation readily available at Customer's facilities to Honeywell service personnel upon request and shall provide secure storage facilities for such documentation. 2. With respect to any information contained in the licensed documentation such as but not limited to that which includes maintenance information, software code and flow diagram information, which is designated by Honeywell as confidential or proprietary, Customer shall, in addition to its other obligations, bold such documentation in confidence, not disclose the information therein to any other party and use such documenta- tion and the information therein only for the purposes of maintaining and operating equipment purchased be- reunder. It is understood that such confidential documentation is licensed to Customer for its sole use, that title thereto remains in Honeywell and that Honeywell has the right to the return of all such confi dentiel documen- tation upon termination as provided herein or if Customer is in default of any of its obligations under this Sec- tion 5.1A_ The foregoing obligation with respect to confidential treatment of such information does not apply to information which was rightfully known to Customer prior to its receipt from Honeywell, or is or becomes public knowledge by acts other than those of Customer after receiving such information. > B. No copyright license is granted in the exclusive rights of copyright owners under this Supplement to Customer in any copyrighted documentation purchased from Honeywell. 52 Security Interest A. Honeywell reserves a security interest in all equipment and Auxiliary Products; all additions and accessions thereto and all replacements, products and proceeds thereof to secure payment of Customer's obligations. Such security interest is retained until Customer's obligations are paid in full. Honeywell may file the Agreement or financing statements pursuant to the Uniform Commercial Code or other app] icable law to evidence or perfect Honeywell's security interest in the equipment and products. At Honeywell's request Customer shall join with Honeywell in executing such financing statement. Honeywell may invoice Customer and Customer shall pay all fees, taxes and assessments associated with the -filing of the•Agreement or financing statements-. B. Customer represents that equipment which Customer converts to purchase hereunder is free from any lien, security interest or other encumbrance, except for the security interest created in favor of Honeywell. 5.3 Discount Terms _ For Class 9 products, discount terms are set forth in the attached Discount Schedule. 5.4 - Delivery A. Equipment and products are delivered by Honeywell F.O.B. point of shipment, in accordance with a mutually agreeable ,delivery schedule _ - r B. For Product Class 9, an ordering term of 12 months and a delivery term of 15 months commences on the Effective Date of this Supplement Customer shall place all orders for equipment, services or Software Products during the ordering term 'for delivery during the delivery term. Subsequent order an delivery terms commence on each anniversarydate of this Supplement subject. io Honeyv;elrs terms ane conditions Oben in effect C. While Honeywell makes every..effort to ship equipment ordered by Customer consistent with Customer's delivery requirements, Honeywell may provide interim equipment where a delay for on -cider equipment occurs. In such event, '"Honeywell shall provide equipment which has equal or greater functionality than the on -order equipment and in accordance R1tb Honeywell's charges and policies then in effete Honeywell shall notify Customer in writing prior to shipment of the" interim equipment:!When the on -order equipment is installed, the interim equipment is to be returned •to HoneywelL 5.5 Ordering _ A Customer may order certain equipment and products under a Honeywell authorized order form svhiel expmsaly references and incorporates the terms and conditions of the Agreement Any such document nth containing such r::erence and incorporation or which contains other terms and conditons is null and void. All order documents are subject to acceptance by Honeywell. . • -• B. Customer shall place an order upon the Effective Date of this Supplement C. C�ct.omer's order is to contedn t'he following minimum information: - 1. `Identity of the equipment, product or service (by quantity, model number, description_ and tharges); 2... Shipment instructions including requested delivery dates of not less than 90 days from 2.he date of receipt of the order form or in accordance with Honeyvelrs standard lead times, whichever is greater; and 3. Reference to the terms ind conditions of the Agreement, System Number and the applicable Supplement form and Schedule (if any), by title and date. _ -»1 .:-.,cam'+•'. � - •"' :As�, r � �►.+..._,A"iwMr+/...nMu"�vwnuier►rsE.-•- -Honeywell �pN OFTWARE PRODUCT SUPPORT SERVICE SUPPLEMENT Agreement No. 124438 Effective Date /-2 Q =s System No. — AZ Customer City of 1 ubbork This Supplement is a part of the Sales Supplement dated 4/ 2 8/ 8 3 Mupplement") to the Agreement for Data Processing Equipment, Products and Services dated 4 12 81 E3- -and the Schedule dated 4 12 S .183 between Honeywell and Customer ("Agreement"). Designated Central System Address: 916 Texas fi;'e. Lubbock. Texas 1. Basic Software Product Support Service 1.1 For Application and System Software Products eligible under Honeywell policy, Customer receives Basic Software Product Support Service ("Basic Support"), subject to the license provisions of the Supplement, at no additional charge. 1.2 The Basic Support which is provided from a designated Honeywell location, is as follows: A. Telephone access available -to Customer 24 hours per day, 7 days per week and support services in accordance with Honeywell's then current published policies and instructions; B. Distribution of Software Product and related documentation, revisions and updates; and C. Processing and responding to System Technical Action Requests (STARS) from Customer. 1.3 Customer's execution of the following responsibilities will assist Honeywell in performing Basic Support: A. Designate to Honeywell an individual(s) to serve as Customer's primary contact with Honeywell for Software Product problems. Such individual(s) will have the knowledge to relate the technical aspects of Software Product problems to Honeywell and receive, interpret and apply remedial instructions from Honeywell; B. Perform those problem definition activities and remedial actions prescribed by Honeywell; and C_ Install updates and revisions to the then current release or a Honeywell specified prior release of the Software Products within 90 days from date of shipmentby Honeywell of such updates or revisions or upon instruction from Honeywell 1.4 If Customer requests any on site service by Honeywell including Software Product installation service, such service is provided in accordance with Honeywell's terms, conditions, rates and policies then in effect. 1.5 If a Software Product is or operates under the current general release on the date that the License Term commences, then Honeywell may alter or terminate Basic Support upon 180 days written notice effective on or after the first 12 months of the License Term. If a Software Product is or operates under a Honeywell specified prior release before the License Term commences, then Honeywell may alter or terminate Basic Supportfor such Software Product effective at any time on or after commencement of the License Term upon 180 days prior written notice. 2. Expanded Software Product Support Service © Expanded Software Product Support Service ("Expanded Support") Election By inserting a check 4.-) in the box and affixin -its initials in the space designated, Customer acknowledges acceptance of Honeywell's Expanded Support.' WA0 (Customer Initials). 2.1 Honeywell shall provide to Customer that Expanded Support which is offered for Honeywell System Software Products. This service and its charges apply to all eligible System Software Products which are now or hereafter licensed to Customer's Central System designated by the System Number on this Supplement. 2.2 Term A. The Expanded Support Term of 1 year or such shorter period as provided under Section 2.5 commences on the date that support service commences on any System Software Product in the Schedule. B. Upon commencement ofthe term, Honeywell's obligation to Customer under any prior agreement covering services provided hereunder for the System Software Products in the Schedule ceases for such services only. C. Either party may terminate Expanded Support at the end of the Expanded Support Term or thereafter upon 90 days written notice. In any event, such service automatically terminates upon termination of the license in the Supplement for the Software Product or as set forth in Section 2.5. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF HIS -4821 Printed in U.S.A. Software Product Support Service Supplement V1182 2.3 Charges d T A. If there is an increase in Honeywell's published commercial Monthly Expanded Support Charge and Honeywell gives 60 days written notice of such increase, then (i) 1 year after the Effective Date of this Supplement, and (ii) 1 year after the Effective Date of a subsequent Schedule for an additional Central System under this Supplement, and at any time thereafter, Honeywell may implement such increase. Honeywell shall not increase the Monthly Expanded Support Charge in excess of Honeywell's then current published commercial Monthly Expanded Support Charge. B. The Monthly Expanded Support Charge commences concurrently with the commencement of the Expanded Support Term. The Monthly Expanded Support Charge for System Software Products subse- quently added commences 30 days after the shipment of such Software Products. 2.4 Scope of Service A. Honeywell's Expanded Support, which is in addition to Basic Support, is provided during hours in accordance with Honeywell's then current published policies and instructions to assist both Honeywell and Customer in the identification and resolution of Software Product problems. B. The Customer responsibilities set forth in Section 1.3 of this Supplement also apply to Expanded Support. C. The Monthly Expanded Support Charge entitles Customer to the folloi-cing on the designated Central System: 1. Consultation assistance during Customer's installation of System Software Products; 2. Review of required Customer System Software Product pArameters during Customer's initial installa- tion of System Software Products; 3. On line or direct use by Customer, if applicable, of Honeywell expanded support tools and services; 4. Development and application of a temporary fix or attempt an emergency bypass and assess the corrective action; 5. Assist Customer in the preparation of a System Technical Action Request (STAR); and - 6. As with the problems related to the installation of update and corrective information. D. After Honeywell has performed the remedial service activities in Section 2AC above, and additional support is still required, Honeywell shall provide on site Software Product Support between the hours of 8:00 a.m. and 6:00 p.m. Monday through Friday, excluding Honeywell holidays. At all other times, on site Software Product Support is available in accordance with HoneyweIl's rates and policies then in effect. X. All System Software Product materials, including but not limited to documentation, emergency fixes or bypasses developed under the Agreement are the property of Honeywell. Customer agrees to protect Honeywell's rights in any such materials made available to Customer by Honeywell under this Supplement, in accordance with the provisions of the Software Product License provisions in the Supplement. 2.5 If a Software Product is or operates under the current general release on the date that the Expanded Support Term commences (or at the time of shipment for Software Products subsequently added hereunder), then Honeywell may alter or terminate Expanded Support upon 180 days written notice effective on or after 12 months from the commencement of the Expanded Support Term. If a Software Product is or operates under a Honeywell specified prior release before the Expanded Support Term commences (or before shipment for Software Products subse- quently added hereunder), then Honeywell may alter or terminate Expanded Support for such Software Product effective at any time on or after commencement ofthe Expanded SupportTerm upon 180 days prior written notice. S. General 3.1 Software Product Support Service Limitations A. Software Product Support service is for the unmodified portion of eligible Application and System Software Products which are operating under a then current Honeywell Software Product release or Honeywell specified prior release. Software Product Support is available for modified portions ofApplication and System Software Products in accordance with Honeywell's terms, conditions, rates and policies then in effect. B. Neither Basic nor Expanded Support includes licensing or delivery of Application and System Software Products, maintaining or repairing equipment, performing on site service prior to Honeywell's completion of remedial service activities specified in Section 2AC, performing on site service outside of normal working hours, performing systems engineering services, nor providing service to improve system performance or to accommodate non -Honeywell hardware or software, nor supplying any patches that alter functionality, nor service required as a result of Customer's fault, misuse, negligence, or failure to perform specified Customer responsibilities. Such excluded services are provided, as available, in accordance with Honevwell's terms, conditions, rates and policies then in effect. 3.2 Installation Installation of all Software Products is the responsibility of Customer. Installation or systems generation of all Software Products and Software Product revisions, updates and releases is not included under this Supplement. 3.3 Limitation of Remedy Customers exclusive remedy and Honeywell's entire liability in contract, tort or otherwise arising out of or in any way connected with service hereunder is the payment by Honeywell ofactual damages, but is not to exceed 501,-r, of the Monthly Expanded Support Charges paid by Customer to Honeywell or $10,000.00, whichever is less. ' Agreement No. 124438 [ onle, Ko\v Effective Date 4/28 /83 • �61y Page I — of 1 EQUIPMENT SALE/SOFTWARE PRODUCT SCHEDULE Customer City of Lubbock Installation Address 416 Texas Awe I uhbocks Ta€as 7Q4S7 The Agreement for Data Prop sing Equipment, Products and Services dated 4 / 2 8 / 8 3 ("Basic Agreement") including - the Sale Supplement, HIS- 46V dated 4 / 2 8 L 8 3 - apply to the following items ordered by Customer. 1. Equipment Schedule Total Number of equipment configurations below: 1 Basic Monthly Total Product System Maintenance Purchase Qty. Model Number and Description Class Number Charge Price (See Section 2 below) PPM Hours. , Scheduled Extended Maintenance Period(s) – enter code(s) from reverse side or "NW. - *Installed Equipment Being Total Purchase Price Oonverted: foIPunchase 1? c.' B u 2 4 c r. $1 :: \ v Less: Cash Down Payment Plus: Installment Sale Interest Charges on Amount Financed Total Balance Due 2 Purchase Maintenance Election (Check One) F ❑ Customer has elected Honeywell Maintenance service — ❑ Customer has not elected Honeywell maintenance service— complete the charges in the Total Basic Monthly Mainte- insert "N/A" in the Total Basic Monthly Maintenance 1 nance Charge column above. Charge column above. 3. installment Payment Purchase The Total Balance Due shall be paid by Customer in consecutive monthly installments of $ each. Printed in U.S.A. .nSA62 3/3/80 Equ.pment Sale/Snftw-e Product Schedule V 4. Equipment Provisions The following provisions apply to the equipment listed on the reverse side hereof: 4.1 Principal Period of Maintenance (PPM) Where Honeywell maintenance service has been elected, Customer is entitled at no additional charge to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) which is the number of consecutive hours per day specified on the reverse side commencing 8:00 a.m., Monday through Friday, excluding Honeywell's published holidays. 4.2 Scheduled Extended Maintenance Where Scheduled Extended Maintenance Service is selected by Customer (specified on reverse side), Customer will pay additional monthly charges as follows: % of Total Basic Monthly Maintenance Charge Payable as an Additional Monthly Charge Product Class 2 3,4..5, 7 9,11 Scheduled Extended Maintenance Period Selection Code 6, 8, 12 • On Weekdays (Monday through Friday) — More than 10 consecutive hours per day, 1A — 25% 40% 30% up to and including 16 consecutive hours, inclusive of the PPM. —More than 16 consecutive hours per day, 1B 20% 35% 80% 50% inclusive of the PPM. — For PPM hours in Section I commencing other IC 10% 10% 15% 10% than as provided in Section 4.1 above. • On Weekends Saturdays — Any period of time 2A 10% — — - - Up to and including any 10 consecutive hours 2B — 7% 15% 10% —More than 10 consecutive hours 2C — 10% 25% 20% Sundays — Any period of time 3A 12% — — - - Up to and including any 10 consecutive hours 3B — 8% 15% 10% — More than 10 consecutive hours I 3C — 1 12% t 25% 1 20% Monday through Friday means 8:00 a.m. Monday to 8:00 a.m. Saturday; Saturday means 8:00 a.m. Saturday to 8:00 a.m Sunday; and Sunday means 8:00 a.m. Sunday to 8:00 a.m. Monday. L 5. Software Product Schedule Number of Software Product configurations below: Agreement No Effective Date: Page a- of 5.2 Application Software Products: % HIS462 ., Equu ment Sale/Software Product Schedule e Printed in U.S.A. 3/3.'80 Total Monthly Annual Expanded Software Software Software License Monthly Initial Product Product Product System Term License License Support Support Number Title Number(s) (Year(s)) Fee Fee Charges Service Charge 5.1 System Software Products: 1 SES 6200' GCOS LA27 N/C 594 1 SHL6203 -TSS Basic LA27 t;/C N/C 1 SEU 6210• Utility LA27 N/C N/C 1 SEP 6201' TSS La27 N/C _ N/C 1 SEL 6220 Cobol 68 LA27 N/C N/C 1 SES 6202' TPE LA27 N/C N/C 1 SEL 6202' Fortran LA27 " N/C N/C 1 SEH 6200 PCF LA27' 170 30 1 SFL 6201' Cobol 74 LA27 262 26 1 SES 6201, GRTS II LA27 273 44 . 1 SN 1230 - 3270 LA27 166 36 1 SEC 6202 FTF LA27 16 !2 887 732 5.2 Application Software Products: % HIS462 ., Equu ment Sale/Software Product Schedule e Printed in U.S.A. 3/3.'80 Honeywell January 10, 1984 Mr. Gene Eads Manager of Purchasing City of Lubbock 916 Texas Avenue Lubbock, TX 79408 Dear Mr. Eads, It was a pleasure speaking with you by phone today along with Tom Marinelli, Honeywell Information System's Southwest Regional Financial Marketing Manager. We have enclosed the clarification you requested regarding the installation of the proposed computer hardware in your RFQ #7717 as well as our taking exception to the down-time clause in your general specifications. There will be no installation charges for computer hardware purchased or leased from Honeywell that is proposed in your RFP #7717 dated 12/20/83. Honeywell Information Systems will not except penalties for items in RFP #7717 which are not chargable. I have also enclosed contract forms which reflect the maintenance cost which you and John Aldredge have requested. On behalf of Tom and myself, thank you again for this opportunity to provide the City of Lubbock with Honeywell's people -to -people service. Sincerely, ao-l" w Thomas Milyo Marketing Representative cc: John Al dr edge Chuck Bechtel Jim Henson Tom Marinelli HONEYWELL INC., 1111 WEST MOCKINGBIRD LANE, SUITE 400, DALLAS, TEXAS 75247, TELEPHONE 214/688-7600