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Ordinance No. 2,759El 0 91108* ORDINANCE NO. 2759 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER AND CITY CLERK OF THE CITY OF BAYTOWN TO EXECUTE AND ATTEST TO AN AGREEMENT BETWEEN HONEYWELL INFORMATION SYSTEMS INC. AND THE CITY OF BAYTOWN FOR DATA PROCESSING EQUIPMENT AND SUPPORTIVE SERVICES. j BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY BAYTOWN: Section 1: That the City Council of the City oflBaytown hereby authorizes and directs the City Manager and City Clerk of the City of Baytown to execute and attest to an agreement between Honeywell Information Systems Inc. for data processing equipment and supportive services. A copy of said agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect from and after its.passage. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council on this 8th day of November, 1979. ATTEST: EILEEN P. HALL, City Clerk APPROVED: SCOTT BOUNDS, Cfty Attorney . riU'i -i -u, mayor 0 r� L 0 • h' If M��-r fA­ Mcj� Customer 91.108 -10, . Agreement No. INSTALLMENT SALE and SECURITY AGREEMENT for DATA PROCESSING EQUIPMENT between HONEYWELL INFORMATION SYSTEMS INC. 200 Smith Street Waltham, Massachusetts 02154 and 1 vTfYlJhl Installation Address /_4U1 1v1drKez 3zreez City Baytown State T _xac Zip Code Honeywell agrees to sell to Customer, and Customer agrees to purchase, Honeywell's data processing E to the following terms and conditions: 1. Equipment The equipment subject to this Agreement is set forth in the Supplement(s) listed in Section 17. 2. Effective Date and Title 2.1 The effective date of this Agreement is the date it is signed by Honeywell. 2.2 Title to units of equipment will pass: - (a) on the date the unit of equipment is shipped by Honeywell, or (b) . for installed equipment being converted to purchase, on the date any existing Hon( terminates as provided in Section 3.1 (b). it subject agreement 3. Terms of Payment and Additional Charges 3.1 Monthly installments are due and payable on the first day of each month beginning: (a) When equipment is shipped by Honeywell, on the first day of the month next following the date the equipment is installed and ready for use. Any existing Honeywell agreement for equipm Int being replaced will continue up to the date the replacement equipment is installed and ready for use. (b) When equipment is installed and being converted to purchase, on the first day of the month next following the date the Agreement is effective. Any existing Honeywell agreement for such installed equipment will continue up to the last day of the month immediately preceding the date the first installment is due. 3.2 Customer will pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in or .use of the equipment, services, Software Products or upon this Agreement, exclusive of personal property taxes which will be paid by Honeywell, except that personal property taxes assessed on and after the date title passes to the equipment will be paid by Customer. 3.3 All charges' for transportation, rigging and drayage will be paid by Customer. All boxing, crating, and skidding used in the shipment of the equipment is the property of Honeywell and will be returnable at Honeywell's option. 3.4 Any other charges not specified herein will be invoiced as incurred and will be due and payable upon receipt of invoice. 3.5 If Customer fails to pay any installment or charges when due and payable, Customer agrees that Honeywell will have the right to invoice and Customer will pay a late payment charge of 1.5 percent per month, but not in excess of the lawful maximum, on the past due balance. 4. Delivery Any equipment shipped by Honeywell will be delivered F.O.B. point of shipment in accordance with a mutually agreeable delivery schedule. 5. Patents Honeywell will defend at its own expense any suit or proceeding brought against Customer based on a claim that the equipment purchased hereunder constitutes an infringement of any patent of the United States, provided that Honeywell is notified promptly in writing and given full and complete authority, information and assistance for the defense of same. If the foregoing provision is complied with, Honeywell will pay damages and costs awarded against Customer, but Honeywell will not be responsible for any compromise made without its consent. If such equipment is held to constitute infringement and its use is enjoined, Honeywell may, at its election and expense, either obtain for Printed in U.S.A. HIS 331 411!77 d3s3�' 91108 -4c {.• ; Customer the'iigtit to` Wt, ue "vsmg` such' equipment "modify it so that tt is not infringing, or re le such equipment acid grant customer a therefor: "Honeywell will not be liable to Customer 'if any infringemeif im is based upon the' interconnection or use of 'such equipment inrcom nation with equipme`nf; Software Products oil other devices n`ot made b'14 oneyvieI use in any manner •for% which such equipment was not designed or for other than the uses. recommend'& -b Honeywell ;iL c 6 � Supplies and Installation 6.1 All supplies for use with the equipment will be provided by Customer and will meet the specifications set forth by lion; eywell- Upon request Honeywell will sell to Customer, in accordance with its then current commercial• prices and policies, those supplies which are available. 62 Prior to shipment Customer at its expense will prepare its premises for installation of the equipment and will provide :all installation- facilities, including space, electrical power, cable troughs. special cables and connector. requirements, communications modems, fittings and the like in accordance with Honeywell's specifications. The initial installation will be performed .by .Honeywell during Honeywell's normal working houris at no: additional - charge. Customer will provide the necessary labor for unpacking and placement of the equipment, and packing for return of equipment when,necessary, which Honeywell will supervise at,no additional. charge.:.. 6.3 " If installation or removal of the equipment by Honeywell representatives is precluded by local law, union agreement or''otherwise, Honeywell will supervise the "installatron7or removal and Customer will'bear any additional costs caused thereby. 7. ' Equipment,Rurpose,- 1,ocation and:'Transfer . _-chi Customefy agrees= that 'lhe "equipment is-to remainpersonal propertyi'and ts= pGrchased for;use- primarily rn Customer's business Cu "stoiner will riot moveloi permiti2o be moved, sell; of itransfet ft,,equipment orariy- interest` heiein withoutor the prior written :consent of Honeywell- 6 tj 6 ': ;y C. y a,• ,t r.,�q- - 8. Security Interest _ ^ 8.1 Honeywell reserves, a security interest to each unit., of equipment all. additions and accessions thereto and all replacements, products and proceeds thereof to secure: payment of Customer's obligations. Such security interest..'..; I will ,be rettined- Funtil Customer's obligations are paid in full. Customer, agrees tliat,Honeywell will have die right..fo - file this;Agreement or financing statements pursuant to the Uniform Commercial Code or other applicable law to - evidence -oi• perfect Honeywell's security` interest in the equipment. At Honeywell's request Customer will join ® withHoneywell in executing such `'financing statements. Customer also agrees that Honeywell will have the right to invoice Customer and Customer will pay all fees, taxes and assessments associated with the filing of this Agreement or financing ' statements. Ci, x711 CMfG gnl. S. Customer. re.presents.tliat -the equipment,which is. being. converted purchase hereunder is free from any lien, security interest or otherencumbrance, except for the securityintere'st created in favor of Honeywell. 9. Risk of Loss and Frotection of- Equipment 3 9 1. Por.: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.` 9a.r Untie "1a�1' payments' under' tiiscAgreemerrt `ltawe --been'made `Customer "will maintain, satisfactory to f - ": 'TTonEywell against risks of loss, including extended coverage and theft. Such insurance will be payable to Honey.well_ and .Customer as .their respective interests may appear and will provide for 10 days written minimum _ cancellation,nouce_ to Honey well., Customer, will, provide Honeywell with certifcates,or, other,evidence of such insurance. 9:3 will keepahe equipinerit' free -from any -lien-, 92CU7fity rote e Por -tircumbrance,, n:good"order-and-repair and will not waste_ or. destroy the equipment or use the - equipment in violation of any statute or ordinance. Customer -will defend the'equipment against all claims and demands of all persons. Honeywell may examine and i. inspectaha equipment at--.any- time_and.wherever located._._ 9.4 Customer will 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 agrees to reimburse Honeywell on demand for ®any payment made or any expense incurred by Honeywell on behalf of Customer. 10. indemnification Customer will indemnii'v and hold harmless Honeywell from any loss, claim or damage to persons or property, other. than the equipment, arising out of this Agreement or Customer's possession or use of the equipment. Software Products and services provided, 'which indemnity will survive the termination.of the Agreement, provided that such loss, claim or damage was not caused coley by the fault of Honeywell. 11. Software Products ` - 411 SoftWare-:Products: supplied by Honeywell will be. provided on i license basis as set forth in the Supplement(s) listed . 3 in Section 17. 12. Documentation and N1 fiance material 91108 -4d 12 "1 The documentatio provided by Honeywell is determined by Honeywell's then current, t,, conditions and,. policies,. 12 "2. Title, to all .applicable .rights in patents, copy rights, trademarks .and trade secrets in, all documentation and the inormation contained.thereir shall rernain in Honeywell. Customer agrees to.(i) protect Honeywell's rights in such documentation in a manner 1consistent with the maintenance of patent, copyright, trademark and trade secret rights, as applicable; (ii) not copy such documentation in whole or in part; (iii) use the documentation in Customer's *data processing'- operations only: and (iv) not sell, transferor otherwise make` the documentation ® available to others. _. 12.3 Customer agrees to make all documentation readily available at Customer's facilities to Honeywell service --personnel upon request . 12.4 Honeywell will at all Times retain title to all spare' parts until incorporated into the equipment, all tools, and all 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 proprietary ana confidential t6 Hone ywell;such proprietary and confidenfial items, whether on Customer's site or "accessible- by'`remote inquiry; are and shall remain the property of Honeywell and'`may be'>emoved, or usage thereof discontinued; as applicable, by Honeywell at any time or Customer will destroy same upon written request from Honeywell. Customer3agrees to.treat an .prozect-such 1proprietary, and confidential items in a manner ,an A. consistent,with the maintenance of trade secret rights. and to take appropriate action b instruction or.a reement ,ith`its einpl`Oy6es whoare'peHiiitted ' access`fhe'reto ' to sa'ti`sfy'it`s'olil gat'ions'fieteunder'.y "L` °``t` g,_. 4� Yn .�- ......: ...:.. �'? .,... ",t.":�y _.�.:1 ,a:C.l+.!;...�_. :a .; .iril ."-,." .. •.. .,.,. 17..,. >: � -. � f c; - . elJ;t��'• 2.7'!j { 13_ Default to Customer 13.1 Customer default occurs upon any of the following: (a) Nonpayment of any obligation and the continuance thereof for a period of 10 days after H6I eywell's } written notice to Customer. (b) Nonperformance of any other obligation or liability arising from this Agreement: - __.(c) __..Dissolu.tion,__insoldenc} appointmenf of _a receiver;_assignment.:for. the benefit_ of - creditors or the commencement of any proceeding under any bankruptcy or. insolvency, laws by or against Customer or any ti uarantor or surety for Customer. r } 13.2 In the event of default by Customer, Honeywell will have the_ right to. exercise "any one or;more of the following } (a) , Terminate this Agreement in whole or in part; Y (b) -Declare the entire amount of the unpaid balance or any other charges to be immediately due and payable; (c) .Take possession of the equipment, Software Products and documentation, wherever located and without demand or notice. Customer hereby waives a .prior hearing and any process of law for Honeywell's exercise ' of such right; (d) SeUJease or otherwise dispose of any of the equipment publicly or privately; (e) Pursue any other. remedy existing at law or inequity. f 13.3 In the,. event. of default by Customer, Honeywell may require Customer to assemble the equipment, Software Products and documentation and make them available at a time and place convenient to Honeywell. Customer agrees to .pay Honeywell all costs and expenses, including reasonable attorneys' fees, incurred by Honeywell in *q exercising.any of its rights or remedies. No delay or failure of Honeywell to exercise any right or remedy will t.° operate as a waiver thereof. a .Warranty +s y` 14.1 Honeywell warrants that Customer will acquire good and clear title to the equipment free and clear of liens and f { #' encumbrances, subject to the provisions of Section 8.1. 14.2.Honeywell further warrants the equipment to be free from defects in workmanship or material under normal use and service during the applicable warranty period. Expendable components are excluded from this warranty. ® 14.3 (a),':;The, warranty period for equipment to be shipped by Honeywell is set forth in the Supplement(s)- hereto and will commence on the date such equipment is installed and ready for use,as determined by Honeywell, or, if =--- •- - - - - -: Honeywell. does not install, on the .date. the equipment is.shippedlrom a Honeywell location-..­_.._—__ (b) The warranty period for installed equipment being converted to purchase will be 3 months commencing "frbrn the -date- that -art YP ri- or existing Honeywell agreement terminates: — -- ``•- - X14.4 _This warranty,s,hall extend only to_Customer as an original purchaser, _ : 14.5 There are no express or implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, not specked herein respecting this Agreement or the equipment, Software Products, documentation and services provided . a i L 91108 --4e Limitation of Remedy Y 15.1 Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise shall be the repair or exchange of any parts which are found during the applicablef warranty period by Honeywell's inspection at the installation site to be defective in workmanship or material. All exchanged parts will become the property of Honeywell. 15.2 In no event will Honeywell be liable for any indirect, special or consequential damages arising out of this ® Agreement or the use of any equipment, Software Products, documentation and services provided under this Agreement. 15.3 No action in any form arising out of this Agreement may be instituted by Honeywell or Customer 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. By By Title Date Title Date 18. FUNDING CLAUSE Customer warrants that funds have been appropriated for the data processing function�,performed by the equipment in this Agreement and for the payment of charges hereunder, for at least the first twelve installment payments of each Equipment Supplement. Customer - agrees to take all appropriate action to obtain funding for each subsequent fiscal year to satisfy Customer's obligations under this ry ' ::, :.Agreement. To the extent that funds are not appropriated to continue data processing function - ,performed by the equipment in..this .'the Agreement and for the; payment�,of;, the:, charges `:,her_eunder,rCastomer:may terminate this Agreement with respect to the equipment performing such function at the end,?of its then current fiscal year. Customer agrees to give written notice of termination to Honeywell at least 90 days prior to the end of its then current fiscal,year, and Honeywell will `then have the right to take possession of the equipment at the end of such fiscal year.. Customer will pay'--to Honeywell all charges incurred through the end of such fiscal year including charges incident to the return of the equipment. Upon termination of.this Agreement by r ":,Customer* title title to. the,equipment will revert to Honeywell at the end of Customer's current fiscal period. S .., r6 .. .' ". . 9T10 -4g ;i , _ a u EQUIPMENT SUPPLEMENT Agreement No System No. — Product Class _ The SALE Agreement for Data Processing Equipment between Honeywell and Customer, THE CITY OF RA TOWN - dated, ( "Agreement ") is supplemented as follows: 1. Equipment Schedule Unit Purchase Total Purchase Qty, Model Number and Description Price Price 1 CPS2004 96KB LEVEL 62 CENTRAL PROCESSOR 33,192 33,192 2 CMM2354 32K MEM MOD 3,315 6,630 1 CPA2327 MSU ADDRESSING 8,320 8,320 1 CMA2350 EXPANSION CABINET N/C N/C 1 PRSO458 450 LPM PRINTER 13,645 - 13,645 1 PRD0514 PRINT DRUM N/C N/C 1 MSU0331 80MB DISK. .-UNIT 15,700 15,700 1 MSU0330 80MB DISK UNIT 15,700 15,700 ® 1 DCA2303 ADDRESSING 342 342 1 DCF2303 TERMINATOR 57 57 1 W08 -0001C TERMINAL CABLES 35 35 1 MIU7001 INTERFACE UNIT 1,500 1,500 4 770OR VIP 63 CHARACTERS 3,990 15,960 *Installed Equipment Being Total Purchase Price $ .111 8a� 1 Converted to Purchase LESS 10% DISCOUNT 9,359 For Installment Sale: $ The Total Balance Due will Less: Cash Down Payment be Paid by Customer in Total Unpaid Purchase G consecutive monthly Price (Principal Sum) 10 722 �-+ installments of $ 1 ,978 Plus: Installment Sale 16,958 each_ Interest Charges on Amount Financed S iTotal Balance Due $ 118,680 2. Shipped Equipment Warranty Period: Months 3. The effective date of this Supplement is the date it is signed by Honeywell. CUSTOMER n Title Date HONEYWELL INFORMATION SYSTEMS INC. Rv Title 71..4.. 91108 -4h r r. oeye l Agreement No.: MAINTENANCE SERVICE AGREEMENT FOR DATA PROCESSING EQUIPMENT between HONEYWELL INFORMATION SYSTEMS INC. 200 Smith Street Waltham, Massachusetts 02154 and Customer THE CITY OF BAYTOWN Installation Address 2401 Market Street - City Baytown State Texas zip Code 77520 Honeywell agrees to provide to Customer, and Customer agrees to accept, Honeywell's data processing equipment maintenance service subject to the following terms and conditions: I. Supplements and Addenda The following are a part of this Agreement: (1) Maintenance Service Supplement: HIS_ , Product Class , System No. , Dated (2) Maintenance Service Supplement: HIS— ,Product Class System No. , Dated 2. Equipment The equipment to be maintained hereunder and its maintenance service term are.set forth in the Maintenance Service Supplement(s) listed in Section 1. 3. Effective Date This Agreement will be effective on the date it is signed by Honeywell and will continue as provided in the Maintenance Service.Supplement(s) until. terminated by either party on 90 days prior written notice. 4.1 Monthly charges will be invoiced in advance on the first day of each month beginning on the commencement date of the Maintenance Service Term in the Equipment Supplement(s) hereunder, and will be due and payable 30 days from the date of invoice. Any other charges will be invoiced to Customer as incurred and will be due and payable upon receipt of invoice. ® 4.2 Customer will pay, or reimburse Honeywell, for all taxes imposed on Customer or Honeywell on any interest in or service provided or upon this Agreement. 5. Maintenance Service 5.1 Honeywell will make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. By By .Title Title Date Date 91108 -41 - 5.2 Honeywell will deter e the preventive maintenance service required for the equipment. Re dial maintenance service will be provi(after notification that. the equipment is inoperative.. Honeywell will sponsive to the remedial maintenance needs of Customer and will have full access to the equipment. 5.3 Customer will provide adequate storage and working space, heat, light, ventilation, electric current and outlets for use by Honeywell's maintenance representatives. These facilities will be within a reasonable distance of the equipment to be serviced and will be provided at no charge to Honeywell. 5.4 Customer will not move or permit the equipment to be moved. without Honeywell's prior written consent. 5.5 Honeywell will at all times retain title to all spare parts until incorporated into the equipment, all tools and all ® 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 proprietary and confidential to Honeywell; such proprietary and confidential items whether on Customer's site or accessible by remote inquiry are and shall remain the property of Honeywell and may be removed, or usage thereof discontinued, as applicable, by Honeywell at any time or Customer will destroy same upon written request from Honeywell. Customer agrees, to treat and protect such proprietary and confidential items in a manner consistent with the maintenance of trade secret rights, and to take appropriate action by instruction or agreement with its employees who are permitted access thereto to satisfy its obligations hereunder. 5.6 Replacement parts will be installed on an exchange basis at no additional charge to Customer when such replacement is effected on Customer's premises by Honeywell's maintenance representatives. Replaced parts become the property of Honeywell. 5.7 Maintenance service does not include providing supplies,' accessories or refinishing of the equipment; nor' maintenance of 'accessories, attachments, machines or other' devices not provided by Honeywell; nor making` specification changes or performing services connected with I relocation including installation`or deinstallation of equipment; nor adding or removing accessories, attachments or other devices. Any maintenance resulting from other than normal operation of the equipment or Customer's failure to provide the necessary facilities or specified operating supplies or to meet Honeywell's site` specifications will be invoiced to Customer as an additional charge: 6. ` Alterations and Additions Honeywell will not be responsible to Customer for loss of use of the equipment or for any other liabilities arising from alterations;�additions, adjustments or repairs which are made to the equipment by other than authorized representatives -- - of Honeywell. If in the opinion of Honeywell, any such alteration, addition, adjustment or repair adversely affects ® Honeywell's ability to render maintenance service to the equipment, Honeywell reserves the right to terminate this Agreement upon 30 days prior written notice. 7. Indemnification Customer will indemnify and hold harmless Honeywell from any loss, claim or damage to persons or property, other than the equipment, arising out of this Agreement or Customer's possession or use of the equipment and services provided, which indemnity will survive the termination of this Agreement, provided that such loss, claim or damage was not caused - soley by the fault of Honeywell. 8. Limitation of Remedy 8.1 Customer's exclusive remedy and Honeywell's entire liability in contract, tort or otherwise will be to make all necessary adjustments and repairs to keep the equipment in good operating condition in accordance with Honeywell's policies then in effect. 8.2. In no event will Honeywell be liable for any indirect, special or consequential damages arising out of this Agreement or the use of any documentation and services provided under. this Agreement. -.. 8.3 No action in any form arising out of this Agreernentmay be instituted by Honeywell or Customer 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.. _. 9.. General - 9.1 If Customer is in default under -this Agreement and such default continues for 30 days after written notice by Honeywell, Honeywell may terminate this Agreement in whole or in part. In the event of default by Customer, it is ® agreed that Customer will pay Honeywell all costs and expenses, including reasonable, attorneys' fees, incurred by Honeywell in exercising any of its rights or remedies. 'No delay or failure of Honeywell to exercise any right or remedy will operate as a waiver thereof. 9.2 This Agreement may be assigned only with the prior written consent of Honeywell. 9.3 Honeywell will not be liable for any failure or delay in performance due in whole or in part to any cause beyond Honeywell's control. 9.4 This Agreement may be amended only by an instrument in writing executed by Customer and Honeywell. 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 this agreement and the services provided. 9.6 This Agreement is governed by the law of the Commonwealth of Massachusetts. 9.7 This Agreement represents the entire agreement between the parties and supersedes all prior oral and written proposals and communications. ® MAINTENANCE SERVICE SUPPLEMENT The Maintenance Service Agreement for Data Processing Equipment between Honeywell and Customer, THE CITY OF BAYTOWN dated, ( "Agreement's is supplemented as follows: 1. Equipment Schedule and Term Maintenance Service Term: One Year v 2. Maintenance Service 2.1 The Total Basic Monthly Maintenance Charge will entitle Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) which is the 16 hours per day between 8:00 a.m. and 12:00 midnight, Monday through Friday, excluding Honeywell's published holidays. 2.2 Honeywell Extended Maintenance Service beyond the PPM is available on a scheduled or unscheduled basis. a. . Customer selects the following scheduled extended maintenance service (Indicated by "X"): Monday through Friday: in excess of the PPM, excluding Honeywell's published holidays in accordance with Section 2.3 of this Supplement. Saturdays Sundays: in accordance with Section 2.3 of this Supplement: b. Extended Maintenance Service on an unscheduled, on -call hourly rate basis will be provided in accordance with Section 2.4 of this Supplement. ® Monday through Friday means 8:00 a.m. Monday through 8:00 a.m. Saturday; Saturday means 8:00 a.m. Saturday . through 8:00 a.m. Sunday; and Sunday means 8:00 a.m. Sunday through 8:00 a.m. Monday. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC.. By BY Title Date HIS -352 Maintenance Service Supplement — Class 2 Title Date Printed in USA. 411177 Unit Basic Monthly Total Basic Monthly Qty. Model Number and Description Maintenance Charge Maintenance Charge 1 CPS2004 96KB LEVEL 62 CENTRAL PROCESSOR 160 .160 2 CMM2354 32K MEM MOD 13 -.26 1 CPA2327 MSU ADDRESSING 10 - 10 1 CMA2350 EXPANSION CABINET N/C N/C 1. PRSO458 450 LPM PRINTER 126 - ' 126 1 PRD0514 PRINT DRUM N/C N/C 1 MSU0331 80MB DISK UNIT 77 77 1 MSU0330 80MB DISK UNIT 77 77 1 DCA2303 ADDRESSING 3 3 1 DCF2303 TERMINATOR N/C N/C TOTAL 479 2. Maintenance Service 2.1 The Total Basic Monthly Maintenance Charge will entitle Customer to preventive and remedial maintenance service during the Principal Period of Maintenance (PPM) which is the 16 hours per day between 8:00 a.m. and 12:00 midnight, Monday through Friday, excluding Honeywell's published holidays. 2.2 Honeywell Extended Maintenance Service beyond the PPM is available on a scheduled or unscheduled basis. a. . Customer selects the following scheduled extended maintenance service (Indicated by "X"): Monday through Friday: in excess of the PPM, excluding Honeywell's published holidays in accordance with Section 2.3 of this Supplement. Saturdays Sundays: in accordance with Section 2.3 of this Supplement: b. Extended Maintenance Service on an unscheduled, on -call hourly rate basis will be provided in accordance with Section 2.4 of this Supplement. ® Monday through Friday means 8:00 a.m. Monday through 8:00 a.m. Saturday; Saturday means 8:00 a.m. Saturday . through 8:00 a.m. Sunday; and Sunday means 8:00 a.m. Sunday through 8:00 a.m. Monday. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC.. By BY Title Date HIS -352 Maintenance Service Supplement — Class 2 Title Date Printed in USA. 411177 91 08 -4k '`2.3 Charges: Extended Maintenance Service _. Scheduled Scheduled Extended Maintenance Service periods_ for preventive and remedial maintenance will be provided in .._ accordance with the following provisions: a. Scheduled Extended Maintenance Service will be effective upon installation of the equipment, or if scheduled..-. subsequent to installation, on the first day of a calendar month upon 15 days written notice. b. Extended Maintenance Service including preventive and remedial maintenance service requested beyond the PPM excluding Honeywell's published holidays, scheduled Monday through Friday, will result in an additional monthly charge of 20% of the Total Basic Monthly Maintenance Charge. c. Extended Remedial Maintenance Service scheduled on Saturdays and Sundays will result in additional monthly charges as follows:. (i) Saturdays — 10% of the Total Basic Monthly Maintenance Charge (ii) Sundays - 12% of the Total Basic Monthly Maintenance Charge 2.4 Charges: Extended Maintenance Service — Unscheduled Unscheduled Extended Maintenance Service including preventive and remedial maintenance service requested beyond the PPM, Saturdays, Sundays or on Honeywell's published holidays, will be provided in accordance with Honeywell's,hourly rates and policies. then in effect. 2.5 If there., is an increase in Honeywell's published commercial maintenance charges and Honeywell gives 60 days written. notice of such increase, then one year after the effective date of this Supplement and at any time thereafter, Honeywell may implement such increase. Any increased maintenance charge will not exceed Honeywell's then current published.commercial maintenance charge. 3. Maintenance Service Term -3.1 The Maintenance Service Term in Section 1 will commence on the date maintenance service, first, commences for any unit of equipment in Section 1. ® 3.2 Upon commencement of the term, Honeywell's obligation to Customer under any prior agreement for the equipment in Section 1 will cease and neither Customer nor Honeywell will have any further obligation to the other in connection with the prior agreement except for payment by Customer for charges incurred thereunder. 3.3 Maintenance servicr may be terminated by either party at the end of the Maintenance Service Term or at any time thereafter upon 90 days prior written notice. 4. General 4.1 Maintenance service provided. at Honeywell's hourly rates will be subject-to a minimum time charge-of 2 hours including travel time to and from site of installation. Charges will be computed to the nearest 15 minutes. e 4.2 Equipment installed more than 120 -miles from the nearest Honeywell Field Engineering District Office will be subject to a monthly Remote Equipment Maintenance Surcharge in accordance with.Honeywell's rates and policies then in effect' 4.3 If, in the opinion of Honeywell the equipment is no longer capable of being'-maintained in good operating condition for any .reason' including normal wear" and tear, Honeywell will 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 refurbishment within 60 days after receipt of the estimate, the equipment will no longer be maintained under the Agreement and such estimate will be considered null and void. 4.4 The effective date of this Supplement is the date it is signed by Honeywell 91108 -41 Honeywell Agreement No. System No. ADDITIONAL TERMS AND CONDITIONS ON REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. By By - Title Title Date Date HIS -3S9A Maintenance Service Supplement — Class 9, 11, 11A Printed in U.S.A. 1011/78 9.1108 -4m a 2. , . Charges The Total Basic Monthly Maintenance Charge will entitle Customer to the following maintenance services during the Principal Period of Maintenance (PPM) which is the 10 hours per.day between 8:00 a.m.. and 6:00 p.m., Monday through Friday, excluding Honeywell's published holidays. " (a) Remedial maintenance service, and,. (b).. All preventive maintenance which is not speed to be performed by Customer pursuant. to the documenta -., tion and instructions sold or licensed to customer by Honeywell. 2.2 Maintenance service including preventive and remedial maintenance service requested beyond the PPM, Saturdays, Sundays or on Honeywell's published holidays, will be provided in accordance with rates and policies then in effect. 2.3 If there is 'an increase in Honeywell's published commercial maintenance charges and Honeywell gives 60 days writ- ten notice of such increase, then one year after the effective date of this Supplement and at any. time thereafter in any one calendar year, Honeywell may implement such increase. Any increased maintenance charge will not exceed Honeywell's then.current published commercial maintenance charge. .: , r:: N ; 3.. Maintenance Service Term r's' 3.1 The Maintenance Service Term for each equipment configuration shall commence_on'the date maintenance service . first commences for any unit in Section.I within such configuration:: 3.2 The Maintenance Service Term for each equipment configuration will continue for successive one year terms unless . earlier terminated by either party upon 90_days written notice prior to the end of any one year term. . 3.3 Upon. commencement of a term, Honeywell's obligation to Customer under any prior agreement for the equipment in Section 1 will cease and neither Customer nor Honeywell will have any further obligation to the other in connec- tion with the prior agreement except for payment by Customer of charges incurred thereunder. 4. Maintenance Service In addition to the maintenance service limitations in Section 5 of the Agreement, maintenance service does not include ® repairing or maintaining Software Products or otherwise performing on -site software maintenance service. Such on -site Software Product maintenance service is available under the terms of the Agreement at an additional charge in accord ance with Honeywell's hourly rates and policies then in effect. S. General 5.1 Maintenance service provided at Honeywell's hourly rates will be subject to a minimum time charge of 2 hours including travel time to -and from site of installation. Charges will be computed to the nearest 15 minutes. 5.2 Equipment installed more than 50 miles from the nearest Honeywell Field Engineering District Repair Office will be subject to a monthly Remote Equipment Maintenance Surcharge in accordance with Honeywell's rates and policies then in effect. 5.3 If, in the opinion of Honeywell, the equipment is no longer capable of being maintained in good operating condi: tion for any reason including normal wear and tear, Honeywell will provide to Customer an estimate of Honeywell's refurbishment charges for such equipment in accordance with Honeywell's charges and policies then in affect. Should Customer fail to :make the equipment available to Honeywell for such refurbishment within 60 days after receipt of the estimate, the equipment will no longer be maintained under the Agreement and such estimate will be considered null and void. 5.4 The effective date of this Supplement is the date it is signed by Honeywell. 91108 -4n Agreement N System No. WE Product Class SOFTWARE PRODUCT LICENSE SUPPLEMENT . The between Honeywell and Customer, THE CITY OF BAYTOWN , dated ( "Agreement ") is hereby supplemented as follows: Honeywell agrees to provide to Customer and Customer agrees to "accept the System Software Products and Application Software Products listed below and the related materials provided therewith ( "Software Product ") in accordance with Honeywell's then current policies subject to the terms and conditions of this Supplement and the Agreement: 1. Software Product Schedule: Software License Monthly Paid Up Product Term License License Number Title Years Fee Fee 1.1 System SBL0005 62 COBOL 74 5 96 :N/A Software SB00005 62 BASIC UTILITIES 5 14 N/A Products SBS0203 -BASIC SUPERVISORS 5 N/C N/A SB00002 62 SORT /MERGE 5 59 N/A SB00009 FDA— REMOTE TEXT 5 N/C N/A TOTAL 169 1.2 Application ; Software Products 2. Effective Date and License Term 2.1 The effective date of this Supplement is the date it is signed by Honeywell. 2.2 The license granted herein for each Software Product will be effective on the shipment date of the Software Product and will continue through the end of its License Term and thereafter unless otherwise terminated as provided herein. The License Term for each Software Product provided on a Paid Up License Fee basis will continue during Customer's possession of the Central System or until terminated as provided herein. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF CUSTOMER HONEYWELL INFORMATION SYSTEMS INC. By By Title Title Date Date HIS 320 Printed in U.S.A. Software Product. License Supplement 12/1/76 HONEYWELL —COPY 1 91108 -4o .. 2.3 The License Term for h System Software Product will commence on the date that the Sy Software Product is installed and ready f, as determined by Honeywell. The License Term for each Applicaoftware Product will commence 30_days after the date such Application Software Product is slopped by Honeywell. 3. License Grant 3.1 Honeywell grants to Customer a nonexclusive, nontransferable license to use each Software Product or portion thereof solely for Customer's own use on the minimum equipment configuration provided under the Agreement, in accordance with Honeywell's published specifications, which configuration includes the "Central System as designated by the System Number in this Supplement ( "Central System"). 3? 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. 3.3 The license granted in Section 3.1 above includes the right to copy each Software Product which is in nonprinted, machine readable form in whole or in part as necessary for Customer's own use, but Customer will have in existence at any given time no more than 3 'copies in nonprinted, machine readable form and 3 copies in printed form, of each Software Product. In order to protect Honeywell's trade secret and copyright rights in each Software Product, Customer agrees to reproduce and incorporate- Honeywell's trade secret or .copyright notice, in. compliance with Honeywell's then current instructions, as applicable, in any copies or modifications including partial copies in any form. 4. Use and Modifications 4.1 Customer will be responsible for determining the appropriate use to be made of each Software Product and establishing the limitations of Each Software Product in its data processing operations. 4.2 Authorization to make modifications to each Software Product is granted, but Honeywell will not be responsible for any Customer modification or the compatibility of any equipment, Software Product, future Software Product releases, test, diagnostic and verification routines or engineering change orders, with such modifications. Honeywell's copyright or trade secret rights will continue to exist in each Software Product and its notices must be preserved and incorporated. S. Fees and Charges 5.1 The Monthly License Fee for each Software Product, shall commence at the beginning of its License Term and continue thereafter until the license is terminated. The Monthly License Fee and any Paid Up License Fee will be due and payable 30 days from date of invoice. 5.2 If there is an increase in Honeywell's published commercial Monthly License Fee, and Honeywell gives 60 days written notice of such increase, then (a) one year after the effective date of the Agreement, or (b) if this Supplement designates a Central System not previously designated, then one year after the effective date hereof, and at any time thereafter, Honeywell may implement in any one calendar year such increase at a rate not to exceed 5% of Customer's then current Monthly License Fee for each Software Product. Any increased Monthly License.Fee for a Software Product will not exceed Honeywell's then current published commercial Monthly License Fee for that Software Product. 5.3 Customer agrees that Honeywell will have the right to charge in accordance with Honeywell's then current policies, for any services resulting from Customer's modification of any Software Product or Customer's failure to utilize current Software Product releases provided by Honeywell. 6. Limitation of Remedy Notwithstanding Section 15 of. the Agreement, Honeywell's entire liability in contract, tort or otherwise and Customer's exclusive remedy arising out of or in any way connected with each Software Product licensed hereunder shall not exceed 10% of the charges paid by Customer to Honeywell for each applicable Software Product or $5,000.00, whichever is less: 7. Proprietary Rights Each Software Product and all copies 'thereof are Honeywell Proprietary and title thereto remains in Honeywell. All applicable rights in patents, copyrights, trademarks and trade secrets in the Software Products are and will remain in Honeywell. Customer shall not sell, transfer, publish, disclose, display or otherwise make available any Software Product or copies thereof to others. Customer agrees to secure and protect each Software Product and copies thereof in a manner consistent with the maintenance of Honeywell's 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. . 8. Support 8.1 Honeywell will provide to Customer the support services which are available for each Software Product in accordance with Honeywell's policies and charges then in effect. 8.2 Honeywell reserves the right to determine and alter the support for any Software Product upon 90 days written notice. 8.3 Upon request by Customer, Honeywell will license future releases of each Software Product which Honeywell has announced as generally available for the Central System in accordance with Honeywell's policies and charges then in effect. 9. Termination 9.1 Each license may be terminated at the end of its License Term or thereafter by either party upon 90 days prior written notice. 9.2 If Customer fails to comply with any of its obligations hereunder, Honeywell will have the right, at anytime, to terminate each license and take immediate possession of each Software Product and all copies wherever located and without demand or notice.' 9.3 Within 5 days after the termination of any license, Customer (a) will return to Honeywell each Software Product in the form provided by Honeywell. or as modified by Customer and all copies in whole or in part made by Customer, or (b) upon request by Honeywell destroy each Software Product. and all copies, and certify in writing that they have been destroyed.