The URL can be used to link to this page

Home My WebLink AboutResolution - 750A - Agreement - HDC Inc - Data Processing Equipment & Software License - 03/12/1981DGV:cl RFCnT TTTTnM RESOLUTION ,1750-A 3/12/81 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 for the sale of data processing equipment and license for the use of software between Harris Data Communications, Inc. and the City of Lubbock, attached herewith which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Reso- lution as if fully copied herein in detail. Passed by the City Council this 12th day of March ,1981. ; � �� h X_ A �/ BILL McALISTER, MAYOR --ATTEST: Evelyn of ga, Ciey t0etary-Treasurer APPROVED AS TO CONTENT: Robert Green, D ector of Data Processing APPROVED AS TO FORM: t Donald G. Vandiver, Asst. City Attorney RESO?-*�ION #750A 3/12/81 �� COMMUNICATION AMD NOIIh\g101V /11CCfflIO HARRIS CORPORATION Harris Data Communications. Inc. AGREEMENT FOR THE SALE OF DATA PROCESSING EQUIPMENT AND LICENSE FOR THE USE OF SOFTWARE Between HARRIS DATA COMMUNICATIONS, INC.. and City of Lubbock ("BUYER') P. 0. Box 2000 Lubbock, Texas 79457 Bob Green 806/762-6411 L Equipment. Harris Data Communications, Inc. (hereinafter referred to as "HDCI") agrees to sell to Buyer and Buyer agrees to buy from HDCI the following described equipment (hereinafter referred to as "equipment") for the prices listed below, subject to all of the terms and conditions stated herein: Tax Exemption Certificate! 1-75-Annngon-A MODEL OR FEATURE NO. DESCRiPT10N QTY. UNIT PURCHASE PRICE TOTAL PURCHASE PRICE 8760-024-40 8760 Controller 1 3,948 3,948 0880-001-00 Display 3 1,560 4,680 0881-026-00 Keyboard 3 150 450 3165-001-00 Printer, 120 CPS 1 4,185 4,185 0370-001-001 Printer Adapter 1 184 184 3140-002-00 Printer Stand 1 225 225 TOTAL 13,672 lVirvery: Lduba-HDCI shall deliver the equipment F.O.B. %2 %"W, in accordance with the delivery schedule which is mutually agreed to by HDCI and Buyer. HDCI CONTRACT —9&2.2 MAR 75 F1043 -XO sli le jaAng Aquot3dEpt' pine uorleogtpotu '3 BUCJ eu! a;eieaas io/pue luauiaajad sigj 3o Adoo a alij Aeul IDQH 'IXM of japing Aq pled ajtnbaj Aeui ajemijos alp le'3 poolsiapun st li, -I paptnoid se palm` Sl (I0QH of algeked sagjego jar-11(ue pug aoud `, �' %Iutajoq aseuoind alp Sutpniout) onp ;buiu iin3 gig -unujai asinnua o si uiaja anssi se asuaoi alp 'p iilun uapunajai pins luauidmba alp 3o Ilan goea 0 jo `ja unata a ium i awdinba jo uot}ei ul lsajalut Ajpnoos a samosa] Put' sutelaj I3GH 0 (Dacti -n op `ale 3os io s 3o asn aril anutluoosip iiegs ToAng se Pull gons iilun;oaiayl tiantiap 301X � � at5�$� MUM� 0 3o alep ail ui0j3 anil0a33a japunajag pagslwn3 luatudmba aril iitm uouounfuoo ui ;oaiatil ]6X�3�x�J3$X�� luauidmba eons �----,t uoiljoci Niue jo uotpelummoop pue ajemijos alep alp uo awing of ssed [leis luatuaO&V sial d app asn of 3'glj au; aneg ileus ua�ing IDQ�I `olajaii japan pagsiujn3 luauidinba 3o stuall alp of Pally 'g ro ul �Ciiogm palsan uietuau ileus aigeo 3ojagp step (0£)l'3 -tidde suoileoiidde lggueCdoo so slualed Surpuad d aq gs put luawoajgd stip 3o utigyA aigeAEiie t7 so slggu�idoo put slualed ut sl'glj lie gut pnloui alep anttogjjo alp iap3e panssi aq liens (s)oomm r `utaiau; sl'glj lie put ja�Cng op MH �4 PPlid ail `luouidtnbe paileisut Aisnotnaid ;o Juane -dns uonnuoumoop pug' ajemlios ale of Ppiy T aqp ul j( ;o apep uioj; s�teP {0£) �ijlg3 ct I�QH -eouaund;o salins PapluII alp 3o /Cauouj inj, ei n Aq small tions joj poa33a in ump Amd uopng ga u[ sexa `rCluno se `se o t i y ileo �1.! -uls. iou a inn ootm j000e uta iP i� � 'l. P q ale's n (3 Pup ul 1�QH of aige�Sed put alp an (s)aoionut n stuait gons 3o alep �Cjaniiap Puy •pajPpjo ale ions 3o luoujlted •ivatudinba all 3o fjaeg0P uotleluauinoop Pula aiennp;os eons aunt alp It uodn joaiaq £ uotloaS spun ales sial of aigeo ut tenuu aouou,� d -dd� aq Ceui se saSeia ieuotltloa;;a ppr gons io; pin 0 aouepj000e ut uotpeluouinoop puleajemijos ulama i paUjoads se ivaludmba ail 3o aoud asego m gons goea joj aigeoiiddE se aS.iego uotleileisu[ -md M alp joj (s)aotoeut ue ansa Ae's IDM 'd :aj;u (o Suua,L rt Pum-auo a Ard [legs jaAng •uotieijodsumj natal pun;uaulrfnd SWO 0 put (•olo `s3ioed 3istp `adel otiougeui S a) etpaui las suorl joj ldaoxa `luauxoaa'V stuff iapun pasegojnd s put(IH os aftT-To aAnq Pip ;Paul liens put asuadxa s�jartng � luatudinba alp jo3 algvprAe se asn lejauag joj,-eoi3iaads le popteoxd aq liens TaAng Aq luouidinba ft aounouue �tetu uo paounouue sea IjQH se `uotp Pip ;o uoilejado alp ui asn joj saiiddns lid •� rt o -eluatunoop pue sulcal paleiau pue. sualidtuoo 'Agaiaiii pasneo slsoo ieuo*Uppe Aue jean tlEus uotielsuejl `sauilnojgns `sautinou `stueugojd uaAng put uolleilepsul alp asw dns Ilam ISI 0 SuTpniout `uopuluaumoop pus aiemijos palid `osmam po jo luaujaajge uotun `noel Isool Aq -dns IDQH ail asn op asuaoii anisnioxauou ptre papnloojd si lauuosiod IDUH Aq uotleilelsut olgejojsuejluou a joAng of aptnoid liens IaQH .d 31 •iaAng Aq pled aq ;leis `luouidmbe 3o But N mounlummoa pun a.mnil, 09JO asn JQJasuaai7 6 -jloedun put luauxaoeld io3 Anssaoau oq Aeuj 0 lege jogel Aug uoj put s1mineul Alessaoau Aug IDQH Aq Papuaumiooaj sasn asoil ueip joj sagjego gurpniout `uoi;elielsut jo3 sagjego jailo to luauzdinba alp jo asn uodn io pauStsap lou jaglo lid •]ming of agntio Ieuoilippe ou seen luaujdtnba cul 'ol'm 103 uauueiu Aug TIT luatu it luauidmbo all ilelsul iasis pule ivauidinba N -dmba a'3 3o asn uodn `IDQH Aq opeui lou saoieap 3o Sunioedun put luauiaaeld alp aspuadns uagio uo puauidtnba jaipo iiim uotpeutgtuoo ui luatu Iles `sjnoq gupljom Ietujou sli Suprlp `13M •g -dmba all 3o asn so/pue uotpoauuooualtn alp uodn •apep 6jantlap m, paseq st utieia juatuaSutj;ut luaied Aug it asneia sial alp of loud sAep (ST) uaal3xj ;seal it, IDQH p' 3o uoisinoud Sue japan ja,ing op �llilgel1 slue aneq 3o suotlonulsut uotleileisut 'llm aouepjoom ut lou Reqs IDQH •ujnlal slt ld000e pue (polsiowdap se) asuadxa s,jaAng it pagstujn3 aq [legs `sulapow jojanip lipaIo a ua�ing puejg `puatudinba dons anotia] suoileotuntuuioo put `sluatuajmbaj algeo lel uo guigutu3ui-uou saujooag si pe'i os luaujdmba -Dads `slgnojl algeo `jamod IBou;gala. `coeds `ol gons lij.pow `luouidtnba gons Sulm anutluoo of ;qSu pa;tuna lou lnq $uipnjoul `saiilpoe3 uoileilelsul 'd alp japing iqj amoojd Iatpia asuadxa umo sit pe put :satjddns 2kilmadp pun uounjjntsuj p uotloaia limo sit Aq Begs IDQH `pauto[ua asn sli put `gu, aaooud luaivaguiIjui ue gons ainlilsuoo of plan ip •jaAng Aq pied oq [legs Iaijje9 of AjoAgop joije .To lms gons ui si lualudinba gons 31 •luasuoo sli uaujdinba a uo a essasse saxep jadojd 3 'p iq 'IDQH lnoglim apetu asiujoidwoo Niue joj aigtsuodsaj oq lou leuosuad ,Io auiooui Pau alp uo` paseq HERS IDQH inq `joAng isuiege utajatp papjeme sisoo •Pules;o saxel ;o amsnloxa `guto$ajo3 ails of poodsai 'Jim I�QH �q aitie�ied Io pled 3oajagp Wali ul pug sageump Ile Aed;legs I3QH asuaJOP ail jo3 (asuadxa s,IDM le) aourisisse Put uotletujo;ut slunoum To soxei Aug put, `asn sit so puauidmba `Altuoline alaldtuoo put lin; uant8 put gutpaaooid alp jo luatuaaugd stll ut papnlout luatudmba jo ltns gons 3o gi nljm ut Apduioid paUnou si IOQH all Toj utajaq paUioads saoud alp uodn paseq ietp `mamoq `papinojd salelS Pallufl a'3 Aq Paiue� jo painai `paieugtsap uanamoq saxel leool ivaped Niue 30 luatuaguu3ui ue salnlpsuoo japun jo f4unoo `alels `Imapa3 Ile pied liens jaAng -ajaq pogsiiun3 put suSisap MOM op apeul `(Ioajagl ljed Niue apnioui ale's aauaja;au uon{m) japunanq :saxn,L -g IDQH = Aq p!ud aq of On joAng ail; of plos puatudlnba alp jo l!un Niue leg, uiteio a uo paseq Ljoloe; IDGH Pip ujoj3 luauidtnba ail 3o age st guipaaoojd jo Ills gons se ue3 os japing lsuilage -�Cejp pue Biaggi `uoileluodsueup ale, jot sagngo lggnojq Suipaaooid io ltns Aug pua;ap [legs IOQII : uount iodsuniL d :s;ua;nd •g :sa&no 1nuor;ippv F G 0 0 ro rt w n m 0 rt 0 Cr m m a N 0 E m is statements, which Buyer agrees to execute`upon HDCI's requwith the appropriate state and/or local rities. If the full amount due hereunder is n6t paid when due, HDCI reserves the right to repossess the equipment without prejudice to any other rights and remedies which HDCI has, including its rights as a secured party under this Agreement and in accordance with the Uniform Commercial Code or other applicable laws. 6. Warranty: A. HDCI warrants that Buyer shall acquire good and clear title to the equipment being pur- chased by Buyer hereunder, free and clear of all liens and encumbrances. HDCI further war- rants all equipment to be free from defects in workmanship and material under normal use and service; but HDCI's entire liability under this warranty is to repair or replace free of charge any such equipment which, within thirty (30) days after the date the equipment is Zinitially kL%b iaxkand ready for use, is found by HDCI's inspection at the site of installation to be defective in workmanship or material. The warranty period for rental equipment converted to purchase shall be the initial thirty (30) days of its installation. In the event rented equipment is converted to purchase during the initial thirty (30) days of its installa- tion, the warranty shall apply for the remainder of the thirty (30) day period. Items of the equipment which are of an expendable nature, both mechanical and electrical, such as ribbons, �ex��si�as�/�xfirrdax are excluded from this warranty. The terms of this warranty shall extend only to Buyer as an original purchaser and cover repair or replace- ment of equipment parts only. B. All items of equipment furnished to Buyer under this Agreement may not be newly manu- factured. Items of equipment which are not newly manufactured have been thoroughly inspected, tested and checked for good service- ability and are warranted equivalent to new in performance. Newly manufactured equipment may contain some used parts which are war- ranted equivalent to new in performance. THE FOREGOING WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING; BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE .RESPECTING THIS_- AGREEMENT OR THE EQUIP- MENT -PURCHASED HEREUNDER OR PROGRAM- MING AIDS OR SERVICES FURNISHED HEREUNDER. Z Risk of Loss: SCI ArW shall bear all risk of loss or damage to the equipment from and after the time the equipment is loaded F.O.B. point of shipment by HDCI. Expr shall be solely responsible for the cost and procure- ment of insurance against damage to the equipment from and after the time the equipment is loaded F.O.B. point of shipment by HDCI. pe - Buyer's s eific Ya r application nse to meetspecific p � pp ation re- uirements and permission td make such modi- cation and adaptation is hereby granted to Buyer by HDCI. Buyer may make these modi. fications or adaptations provided that any por- tion thereof included in a modified work shall remain subject to all terms and conditions of this license. In the event Buyer requests HDCI to modify software and documentation pro- vided hereunder, or to modify other software being used by Buyer in connection with equip- ment provided hereunder, or requests addi- tional software other than those standard soft- ware and documentation normally provided by HDCI,HDCI shall provide such software services on an hourly charge basis upon mutual agree- ment in accordance with HDCI's commercial price manual in effect for System Support Services at the time such services are ordered. D. Buyer acknowledges that HDCI has a propri- etary interest in such software and documenta- tion and will hold such software and documen- tation in confidence and agrees that such soft- ware and documentation is made available to Buyer on a nonexclusive and nontransferable basis only. Buyer agrees not to provide or otherwise make available any software/docu- mentation or any portion thereof in any form to any person other than Buyer or HDCI's em- ployees without the prior written approval of HDCI, or in the case of binary object codes, a separate license. HDCI reserves the right to alter the designations of any software by type in order to reflect changing policy and/or sup- port requirements during the life of the soft- ware. E. In the event Buyer neglects or fails to perform or observe any of its obligations under this Agreement, or if any assignment shall be made of its business for the benefit of creditors, or if a receiver, trustee in bankruptcy or a similar officer shall be appointed to take charge of all or part of its property, or if it is adjudged a bankrupt and such condition(s) is not remedied within ten (10) days after written notice thereof has been. given to Buyer, this license agreement and all license granted hereunder as to Buyer shall immediately terminate. Within two (2) weeks after any such termination, the Buyer shall certify in writing to HDCI that through its best efforts and to the best of its knowledge the. original and all copies, in any form, including partial copies and modification of the software or documentation, received from HDCI or made in connection with the license have been destroyed. F. This license agreement, the license granted here- under and the software and documentation may not be assigned, sublicensed or otherwise transferred by the Buyer without prior written consent from HDCI. HDC110. General A. All boxing, crating and skidding used in the shipment of the equipment shall be the prop- erty of HDCI and shall be returnable to HDCI upon request. B. HDCI will, if requested, provide buyer with maintenance service for any item of equipment purchased hereunder on the basis of HDCI's published prices and terms for its commercial customers then prevailing. C. "This Agreement is not assignable without the prior written consent of HDCI, provided, how- ever; that this Agreement shall be binding upon the successors and assigns of the parties hereto in the event an assignment is made in accord- ance with the provisions of this subsection." D. This Agreement shall be construed in accord- ance with and be governed by the laws of the State of. Texas. HDCI shall not be liable for any failure or delay in performance hereunder if such failure or delay is due in whole or in part to any cause beyond its control. IN NO EVENT WILL HDCI BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF ANY ITEM hDATACO CATIONS, INC. By Title Date OF EQUIPMENT, PROGRAMMING AIDS OR SERVICES PROVIDED FOR IN THIS AGREEMENT. Any terms and conditions or any purchase order or other instrument issued by Buyer in connection with this Agreement which are in addition to or incon- sistent with the terms and conditions of this Agree- ment shall not be binding on HDCI and shall not apply to this Agreement. BUYER REPRESENTS THAT BUYER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. BUYER FURTHER AGREES THAT THIS AGREEMENT CON- STITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THAT THIS AGREEMENT SUPERCEDES ALL PROPOSALS, ORAL OR WRITTEN, ALL PREVI- OUS NEGOTIATIONS AND AGREEMENTS AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. IMER frMOF:: st 1 ,�.•I I T§211 Title Mayor Date 3/12/81 It is understood that any modification to the software to meet the laid specification is included in the equipment cost stated in Bid and Response No. 6252 dated 2-6-81 and 2-20-81 respectively, incorporated herein as part of this Agreement. The no cost Software license agreement will remain in effect as long as the equipment is owned and/or used by the Buyer, or mutually agreed upon by HDCI. AT ST: Evelyn Ga ga, City Secret -Treasurer APPROVED AS TO CONTENT: rk" I P , - Robert Green, Dir for of Data Processin, Tj Approved as to form: • RESOLUTION #750. 3/12/81 41 AGREEMENT FOR THE SALE OF DATA PROCESSING EQUIPMENT AND LICENSE FOR THE USE OF SOFTWARE Between HARRIS DATA COMMUNICATIONS, INC. and City of Lubbock (•BUYER+') P. O. Box 2000 Lubbock, Texas 79457 Bob Green 806/762-6411 1. Equipment. Harris Data Communications, Inc. (hereinafter referred to as "HDCI") agrees to sell to Buyer and Buyer agrees to buy from HDCI the following described equipment (hereinafter referred to as "equipment") for the prices listed below, subject to all of the terms and conditions stated herein: M-- I-"c_ennnrnn c MODEL OR FEATURE NO. DESCRIPTION OTY. UNIT PURCHASE PRICE TOTAL PURCHASE PRICE 8760-024-40 8760 Controller 1 3,948 3,948 0880-001-00 Display 3 1,560 4,680 0881-026-00 Keyboard 3 150 450 3165-001-00 Printer, 120 CPS 1 4,185 4,185 0370-001-00 Printer Adapter 1 184 184 3140-002-00 Printer Stand 1 225 225 TOTAL 13,672 Z delivery: Lubbock HDCI shall deliver the equipment F.O.B. pczxxsRxbip= 9 in accordance with the delivery schedule which is mutually agreed to by HDCI and Buyer. HDCI CONTRACT MAR 75 F 104 W 43 3 H 0 W a� a� A V +.) 0 a� U 0 ro 41 a v U U rt U 0 U) W u a V a v U U 0 a� tr 4) 3. Additional Charges. A. Transportation: Charges for all transportation, rigging and dray- age of the equipment from the HDCI factory to the Buyer are to be paid byAkvyxx HDCI. B. Taxes: Buyer shall pay all federal, state, county or local taxes however designated, levied or based upon the prices specified herein for the equipment included in this Agreement or the equipment or its use, and any taxes or amounts in lieu thereof paid or payable by HDCI with respect to the foregoing, exclusive of taxes based on the net income of HDCI. Personal property taxes assessable on the equipment after delivery to carrier shall be paid by Buyer. 4. Installation and Operating Supplies. A. Installation facilities, including but not limited to, space, electrical power, cable troughs, spec- ial cable requirements, and communications modems, shall be furnished at Buyer's expense in accordance with installation instructions of HDCI at least fifteen (15) days prior to the d delivery date. B. HDCI, during its normal working hours, shall 3 supervise the placement and unpacking of equipment and shall install the equipment at no additional charge to Buyer. All other charges for installation, including charges for o any necessary materials and for any labor that W may be necessary for placement and unpack- ing of equipment, shall be paid by Buyer. If installation by HDCI personnel is precluded by local law, Union agreement or otherwise, 0HDCI will supervise the installation and Buyer shall bear any additional costs caused thereby. a0.► C. All supplies for use in the operation of the y equipment by Buyer shall be provided at Buyer's expense and shall meet the specifica- tions set forth by HDCI. U it5. Terms of Payment and Title. a+ A. HDCI shall issue an invoice(s) for the full pur- chase price of the equipment as specified herein 0 and for such additional charges as may be appli- 4 cable to this sale under Section 3 hereof upon � delivery of the equipment. Payment of such invoice(s) are due and payable to HDCI in the City of Dallas, Dallas County, Texas in legal o lawful money of the United States of America. U rty (30) days from date of iNUXUa(s). In the W event of previously installed equipment, the Q invoice(s) shall be issued after the effective date of this Agreement and shall be payable within w thirty (30) days therof. A B. Title to the items of equipment furnished under this Agreement shall pass to Buyer on the date such equipment xxx>}ax��isasttxx mftewrY. Ropk 9Rbo§Wxbcxckx=d got 0 HDCI retains and reserves a security interest in each unit of the equipment sold hereunder until the full amount due (including the purchase price and any other charges payable to HDCI) is paid by Buyer to HDCI. HDCI may file a copy 8 Patents: HDCI shall defend any suit or proceeding brought against Buyer so far as such suit or proceeding is based on a claim that any unit of the equipment sold hereunder (which reference shall include any part thereof), made to HDCI's designs and furnished here- under constitutes an infringement of any patent granted by. the United States provided, however, that HDCI is notified promptly in writing of such suit or proceeding and given full and complete authority, information and assistance (at HDCI's expense) for the defense of same. HDCI shall pay all damages and costs awarded therein against Buyer, but HDCI shall not be responsible for any compromise made without its consent. If such equipment is, in such suit or proceeding, held to constitute such an infringement and its use enjoined, HDCI shall by its own election and at its own expense either procure for Buyer the right to continue using such equipment, modify such equipment so that is becomes non -infringing, or remove such equipment, grant Buyer a credit therefor (as depreciated) and accept its return. HDCI shall not have any liability to Buyer under any provision of this clause if any patent infringement claim is based upon the interconnection and/or use of the equip- ment in combination with other equipment or other devices not made by HDCI, upon use of the equip- ment in any manner for which the equipment was not designed or upon use of the equipment in other than those uses recommended by HDCI. 9 License for Use of Software and Documentation: A. HDCI shall provide to Buyer a nontransferable and nonexclusive license to use the HDCI sup- plied software and documentation, including programs, routines, subroutines, translation compilers and related items and documenta- tion, as HDCI has announced or may announce for general use as available for the equipment purchased under this Agreement, except for media (e.g. magnetic tape, disk packs, etc.) and their transportation. Buyer shall pay a one-time installation charge as applicable for each such software and documentation in accordance with HDCI's commercial price manual in effect at the time such software and documentation are ordered. The delivery date of such items shall be in accordance with the normal distri- bution policy then in effect for such items by HDCI. B. Title to all software and documentation sup- plied by HDCI to Buyer and all rights therein, including all rights in patents and copyrights or pending patents or copyright applications appli- cable thereto, shall remain vested wholly in HDCI. Buyer shall have the right to use the software and documentation or any portion thereof in conjunction with the equipment furnished hereunder effective from the date of delivery thereof until such time as Buyer shall discontinue the use of such software, documen- tation or equipment furnished hereunder, or the license as issued herein is otherwise termin- ated as provided herein. C. It is understood that the software may require statements, wluch Buyer agrees to execute upon pense to meet buyer's specific applications re- HDCI's request, with the appropriate state " quirements and permission to make such modi- and/or local authorities. If the full amount due fication and adaptation is hereby granted to hereunder is not paid when due, HDCI reserves Buyer by HDCI. Buyer may make these modi- ,o the right to repossess the equipment without fications or adaptations provided that any por- prejudice to any other rights and remedies tion thereof included in a modified work shall 0 which HDCI has, including its rights as a secured remain subject to all terms 'and conditions of party under this Agreement and in accordance this license. In the event Buyer requests HDCI 3 with the Uniform Commercial Code or other to modify software and documentation pro - applicable laws. vided hereunder, or to modify other software being used by Buyer in connection with equip - 6. Warranty: ment provided hereunder, or requests addi- mA. HDCI 'warrants that Buyer shall acquire good tional software other than those standard soft - and clear title to the equipment being pur- ware and documentation normally provided by chased by Buyer hereunder, free and clear of HDCI,HDCI shall provide such software services all liens and encumbrances. HDCI further war- on an hourly charge basis upon mutual agree- rants all equipment to be free from defects in ment in accordance with HDCI's commercial IQ workmanship and material under normal use price manual in effect for System Support 0 and service; but HDCI's entire liability under Services at the time such services are ordered. this warranty is to repair or replace free of D. Buyer acknowledges that HDCI has a propri- p charge any such equipment which, within etary interest in such software and documenta- 9: thirty (30) days after the date the equipment is tion and will hold such software and documen- 4) initially it kdfiti and ready for use, is found tation in confidence and agrees that such soft - by HDCI's inspection at the site of installation ware and documentation is made available to fu to be defective in workmanship or material. Buyer on a nonexclusive and nontransferable U The warranty period for rental equipment basis only. Buyer agrees not to provide or b converted to purchase shall be the initial otherwise make available any software/docu- thirty (30) days of its installation. In the event mentation or any portion thereof in any form rented equipment is converted to purchase to any person other than Buyer or HDCI's em - N during the initial thirty (30) days of its installa- ployees without the prior written approval of tion, the warranty shall apply for the remainder HDCI, or in the case of binary object codes, a qj of the thirty (30) day period. Items of the separate license. HDCI reserves the right to 4J equipment which are of an expendable nature, alter the designations of any software by type both mechanical and electrical, such as ribbons, in order to reflect changing policy and/or sup- port requirements during the life of the soft - are excluded from this warranty. The terms of ware. this warranty shall extend only to Buyer as an E. In the event Buyer neglects or fails to perform original purchaser and cover repair or replace- or observe any. of its obligations under this ment of equipment parts only. Agreement, or if any assignment shall be made B. All items of equipment furnished to Buyer of its business for the benefit of creditors, or if under this Agreement may not be newly manu- a receiver, trustee in bankruptcy or a similar factured. Items of equipment which are not officer shall be appointed to take charge of all newly manufactured have been thoroughly or part of its property, or if it is adjudged a inspected, tested and checked for good service- bankrupt and such condition(s) is not remedied. ability and are warranted equivalent to new in within ten (10) days after written notice performance. Newly manufactured equipment thereof has been given to Buyer, this license may contain some used parts which are war- agreement and all license granted hereunder as ranted equivalent to new in performance. to Buyer shall immediately terminate. Within two (2) weeks after any such termination, the THE FOREGOING WARRANTY IS IN LIEU OF ANY Buyer shall certify in writing to HDCI that AND ALL OTHER WARRANTIES, EXPRESS OR through its best efforts and to the best of its IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE knowledge the original and all copies, in any IMPLIED WARRANTIES OF MERCHANTABILITY AND form, including partial copies and modification FITNESS FOR A PARTICULAR PURPOSE of the software or documentation, received RESPECTING THIS AGREEMENT OR THE EQUIP- from HDCI or made in connection with the MENT PURCHASED HEREUNDER OR PROGRAM- license have been destroyed. MING AIDS OR SERVICES FURNISHED HEREUNDER. F. This license agreement, the license granted here- under and the software and documentation 7. Risk of Loss: may not be assigned, sublicensed or otherwise transferred by the Buyer without prior written HDCI RW*mx shall bear all risk of loss or damage to the consent from HDCI. equipment from and after the time the equipment is loaded F.O.B. point of shipment by HDCI. *g7AK HDCJ0. General shall be solely responsible for the cost and procure- A. All boxing, crating and skidding used in the ment of insurance against damage to the equipment shipment of the equipment shall be the prop - from and after the time the equipment is loaded erty of HDCI and shall be returnable to HDCI F.O.B. point of shipment by HDCI. upon request. B. HDCI will, if requested, provide buyer with maintenance service for any item of equipment purchased hereunder on the basis of HDCI's published prices and terms for its commercial customers then prevailing. C. "This Agreement is not assignable without the prior written consent of HDCI, provided, how- ever, that this Agreement shall be binding upon the successors and assigns of the parties hereto in the event an assignment is made in accord- ance with the provisions of this subsection." D. This Agreement shall be construed in accord- ance with and be governed by the laws of the State of Texas. HDCI shall not be liable for any failure or delay in performance hereunder if .such failure or delay is due in whole or in part to any cause beyond its control. IN NO EVENT WILL HDCI BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF ANY ITEM HARRIS DATA COMMUNICATIONS, INC. By Title Date OF EQUIPMENT, PROGRAMMING AIDS OR SERVICES PROVIDED FOR IN THIS AGREEMENT. Any terms and conditions or any purchase order or other instrument issued by Buyer in connection with this Agreement which are in addition -to or incon- sistent with the terms and conditions of this Agree- ment shall not be binding on HDCI and shall not apply to this Agreement. BUYER REPRESENTS THAT BUYER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO . BE BOUND BY ITS TERMS AND CONDITIONS. BUYER FURTHER AGREES THAT THIS AGREEMENT CON- STITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THAT THIS AGREEMENT SUPERCEDES ALL PROPOSALS, ORAL OR WRITTEN, ALL PREVI- OUS NEGOTIATIONS AND AGREEMENTS AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. Title Mayor 3/12/81 Date It is understood that any modification to the software to meet the bid specification is included in the equipment cost stated in Bid and Response No. 6252 dated 2-6-81 and 2-20-81 respectively, incorporated herein as part of this Agreement. The no cost Software license agreement will remain in effect as long as the equipment is owned and/or used by the Buyer, or mutually agreed upon by HDCI. ATTEST: L� Evelyn Gaffga, City c t -Treasurer APPROVED AS TO CONTENT: Robert Green, D" ector of Data Processing Approved es to bm C$y AYany