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Home My WebLink AboutRES 105 Draft 01 1992-1994COUNTY OF HAWAII STATE OF HAWAII RESOLUTION N0. 1(75 93 RESOLUTION AUTHORIZING AMENDMENT TO PRICE AGREEMENT, BID PROPOSAL NO. 1331. WHEREAS, on February 2, 1991, Wang Laboratories, Inc. and the County of Hawaii entered into a Price Agreement, Bid Proposal No. 1331, for maintenance and support services for Wang Computer Systems Hardware and Software to various agencies of the County; and WHEREAS, Wang Laboratories, Inc. and the County of Hawaii are in agreement that amending the Price Agreement is in the mutual interest of both parties; and WHEREAS, the amendments are incorporated in the Amendment to Price Agreement, Bid Proposal No. 1331, as herein attached. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that it authorize the Mayor to amend the Price Agreement, Bid Proposal No. 1331 with the provisions delineated in the Amendment to Price Agreement as attached. BE IT FURTHER RESOLVED that the County Clerk transmit copies of this resolution to the Mayor and the Director of Finance. DATED: Hilo, Hawaii, November 3, 1993. Introduced by: d ~ICIL AMBER, COUNTY OF HAWAII COUNTY COUNCIL County of Hawaii Hilo. Hawaii I hereby certify that the foregoing RESOLUTION was by the vote indicated to the right hereof adopted by the COUNCIL of the County of Hawaii on fVnvemUPr 7. 1997 . ATTEST: & PRESIDING OFFICER ROLL CALL VOTE AYES NOES AHS X [~! Reference- C-576/FC-95 RESOLUTION NO. 1~ `~ AMENDMENT TO PRICE AGREEMENT BID PROPOSAL NO. 1331 This Amendment to the Price Agreement, Bid Proposal No. 1331, is made and entered this day of 1993, by and between WANG LABORATORIES, INC., Agreed Seller, and the COUNTY OF HAWAII, a municipal corporation, by STEPHEN K. YAMASHIRO, its Mayor, Agreed Purchaser. WITNEGSETH WHEREAS, Agreed Seller and Agreed Purchaser entered into a Price Agreement, dated February 2, 1991; and WHEREAS, Agreed Seller and Agreed Purchaser are in agreement that amending the Price Agreement is in the mutual interest of both parties; and WHEREAS, the Agreed Seller and the Agreed Purchaser desire to amend the Price Agreement as follows: Price Aar m n 1. The agreement period shall be eztended to coincide with the County's fiscal year ending June 30, 1994. The parties further agree that this agreement may be eztended for an additional twelve (12) month period at the same discounts. 2. The parties agree that the Global Maintenance Discount Rate is amended from thirty percent (30'k) to forty five percent (45$). It is further agreed that either party may cancel this agreement at any time the cumulative undiscounted list price of all items to be maintained drops below a total of one hundred fifty thousand dollars (6150,000) annually. 1. The parties agree to delete all references requiring that all hardware and software be included under this agreement and that in place of the deletion only negotiated hardware and software be subject to the terms of this agreement. Additions and deletions to the applicable hardware and software inventory list may be allowed. The attached inventory report shall identify the hardware or software to be covered under this price agreement as amended and effective July 1, 1993. 2. The parties further agree that deletions from the inventory report need not be attributed to situations relating to retirement-from-use only. 3. The provision of Section 3.1 of the Global Maintenance Agreement is amended to reduce the hardware maintenance. and software service revenue level from THREE HUNDRED THOUSAND DOLLARS (x300,000) t0 ONE HUNDRED FIFTY THOUSAND DOLLARS (x150,000) at Wang list price during each twelve (12) month period. 4. Section 3.2 of the Global Maintenance Agreement is also amended to require only negotiated hardware and software to be included under the Wanq hardware maintenance or software service agreement. Such negotiations will be conducted on an annual basis as a minimum unless mutually agreed by the parties. Software coverage will be limited to systems that have a Wang hardware maintenance contract. Others in lieu of the continuing commitment of an on island customer support engineer, the parties agree to the following additional amendments: 1. The Agreed Seller agrees that the Agreed Purchaser may pay invoices on a quarterly basis without jeopardy to the full Global Maintenance discount of forty-five percent (45$). 2. The reconciliation process required in the Global Maintenance program may be waived by the Agreed Purchaser. 3. Wang's Site Manager Application will be provided to the Agreed Purchaser at no cost. 4. Wang shall also provide for one year's free license on the System Activity Monitor (SAM) and in accordance with the attached Wanq Software License Agreement. 5. Wang will respond during the hours of coverage from 8:00 a.m. to 8:00 p.m., Monday through Friday, within two (2) hours in the Hilo area, four (9) hours in Kona and any area in between proportionate to those times with a guarantee of ninety-five percent (95$) uptime on Wang Core System Units, and will work until repair is completed as long as the Agency retains an employee on the site during such repair. -2- 6. Wang may reduce it's on-island support staff from two to one Customer Engineer. Wang will fly in substitute support when assigned Customer Engineer on the island of Hawaii is unavailable to perform duties. 7. Kona will be serviced out of Honolulu whenever possible. 8. Wang will meet performance bond commitments as may be required. 9. Wang's labor rate for incidental maintenance support that involve desktop products, such as workstations, printers PCs and smaller peripherals will be reduced to ninety eight dollars ($98.00) an hour with a one (1) hour minimum. NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties agree to this Amendment to the Purchase Agreement, Hid Proposal No. 1331. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be ezecuted. RECOMMEND APPROVAL: HARRY A. TAKAHASHI Director of Finance COUNTY OF HAWAII By: STEPHEN K. YAMASHIRO Its Mayor WANG LABORATORIES, INC. APPROVED AS TO FORM AND LEGALITY: Deputy Corporation Counsel Date: By: -3- WANG SOFTWARE LICENSE AGREEMENT NOTE: ThY Wap Soltwrs Prodrb Y provpad on tM oondfbn Cut IM astonrr paqress b thY krrs. PINSe nod tM Idbwinq Irrrra and cdrtdnbns wMuly. C ya do ria Arse wM Cum Mum IM urtdprtad O IMIe paekaps m Crs p~ a purcnaas. an0 tour ^nnsY ~ W Pmnpb rNurMW. Opanlrp IM dYMrale padrape r ualnp IM program wlf owuuNS aroapartos a ate 4rrrta a IItY IICMN rrlarrtaa. Wang LaborraW, Inc.. (yYrp1 prsaa Io Ram, arW tM Cuararrwr, by apennq and wire IM Proprarr~ prsas b aoept, • personal. none^ctusNS, heertN to UN tM a7npMr pprartya) and auodared doamrtwion Oelvred wllh IhY Agnarrwnt pM 'Lkenaed Program(s)-) urWr tM Idbwlnp umr and oondfbna. t. LICENSE Urt4r tnY fdMN. IM Custonw b aahonEW to we IM LkanaW Program(p la tM Cwlomart own Intamal OuynsN purposes on any singY oomputr aysum flat oontaha no more Ituut oru (t) atntry ProcsasYtp una (•CPU~ IMI cart aocsss iM Llosnsed Program(s). A asprrs Ifewtss Is rapuirsd Ir sash addCbny CPU on whkA tM Custrrw usas tM Lkarrad Liw sed aP arrO to each addllional CPU iMt on aopN tM Programs Ihn a nprlad on a ~k Fr muCluar Lbanad to Ihn IM nunpr a yrrunrr wa usrs b~M nu umCar auhporirw by ms IlcarlN IN paid. TM Cuyoow may moody dte LlosrsW Propram(sl arrior rrtarpe IM Lbrwad Prprartytq wfh alw propurrs, proHOed thY any ponlona a dte Lloanaa0 Prpram(s) In a merged woA roman s b iM wma a ihY AprerrwtL TM Custatw may trrufr the Llaraed Proprrrye) b analw parry wM grass to M boun0 W dteas Wtn and aorrdMbm as lorq as al full and panty coPiss a iM LicanaW Propranys) re uanslrrad b my parry r rs Oaatroysd oonpYryy. TM Cuuartw apses na b export r rarapon tM Lbrrsd Program(s) wahoul appdprlw Unasd Stras r wslpn povanrrwrtt licaruss. 2 TERM Ths Agrasrrwd and lwnaa us MactNe Iram tM dab d rsaip and offal rarr~irt N forty rani tsrminatad. TM Cwbnr may IMrliltate CtY Apeendrlt grid Iderlae by daYraYlnp yl carers ana partly mpW a tM Llosrrsad Ploprrrysl M b poasaaaion. Wang m.yt.mar,yed,s ltosnN ttarwrtor on wnllrr rtolice M IM Cwtatrr tyY b oWrve arty a tM tenrrs and wrdaioro d thY AprwrwC, b Uu awrp a such termlglian, ate Cwtanr wr wrWY n w~Crq tMI, b tM Wr d Ns Mrtowladpe. Ule orfpiny rd Y ooPYa d Ju Llasrosd Prprrrya) Iwo Wan druroye0 a rrumW b Wap• i PROTECTION AND f6CUgTY NrwNhawtdYp rty arq rWcar+awwly ~ a Propram(sl oaayn vase sears a owrwship a itte Licrrsd R~aprttm~(q k u ~b I ~iby TM Cuatrrw aaqqww tbt b dYaou a rlwwYe nwke asWabls any Part a tM Lfoarrsd Proprangs) b any CtYd prry• adtr rnrr ~ ~ ~rrwpoywew. wMwu Cr pAd wAlbn 1>rrrCrbn d mry rdu mp4a a dr Lbarrw ProBr+RMsl b rrrgCryreadapy brrrt Ir Wtisq and raNw WrPassa any'. protrldad rlr IMCusbnw has no ttxre dtan tlMee (S)lut r prlW aCPlsa h esYbrtoa r any Wrte and tltr rr rlpYty °°PydWC holkw rtdrar arty Yprtda re raproduoW an aadt oogr. TM Cwbnw nrterw~lae mnpCerdYraanble flu LbwrW Prowan~wha. r b prL 1. UMTED WARRANTY Wang warrants IM dYkru or orMr nrdta oomahlp IM Lkenaad Prapramtsl to W irN Iron 0yens M matadaY and worMirurtsNp urtOw sonny ws try tM ortpiny purrinsr tar a panod a nnaty (qp) days Iron iM 0us a racepl. r~T~bP~edaurM+NUE CEPT AS STATED ABOVE OR MEDIA, THE LICENSED PROGRAM(S) ARE PROVIDED •AS OR VIMT~D OR STATUTORY, NCLUDING,R WITHOUT LIMITATION, IMPLIED WARRANTIES Of MERCHANTABILITY AND FITNESS FOR A PAgTX:ULAR PURPOSE. IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED BY LAW ARE LINKED TO THE DURATION OF THE EXPRESS WARRANTY DESCRIBED ABOVE. SOME STATES DO NOT ALLOW fMITATgNS ON HOW LONG AN IMPLIED WAR RANTV ASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. S. UYTAnON of REMEDIES Tb reaue IYdwy a Warp ana Is supplws, and IM Crryorrrys soM and adusM remedy. Y fmfsd b tM raplapnynt a arty ntadla rta ntarktp Wapy IsrMed wammy. NV NO EVENT WILL WAND OR ITS SUPPLIERS 8E r uer a rnn ..... ...... ___ .__. _ DAMAOEB FOR LOST DATA OR PROFRg ARt~ISMl6 OUT OF THE USE OF OR CdABIUTY TO USE THE LICENSED PROGRAM(S-, EVEN f WANG FIA$ BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR MAYSNO~APPLY TO YO~UE, S~THIS WAgRANTy GIVES YOU SPECIFIC LEffAL ggHT3 ANO YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. f. GENERAL TrYpkaAMptragsnwC rrrrgaa aM prw wrwen ana oral ~o°nv~~ fwu ~ Cie LlcamW Pa) and seta loon BE CONST W IACCOiuR~MICE WITH THE LAWS of THE COAAMONWEALTN OF YASSACMJSETTS. REGARDLESS OF WHERE ANY ACTION MAY BE BRDIX9FIT. C any pmv'sion a 1Na AprernrC Y ruYd Maid ubr any law. Y aMl W dsanw0 modNf W a arnlCeO b tM eWn ruasNry. W tM rrrutWer a tlrla Aprwtwr ahri coa4Nrs h hr1 lap rW aCsot L wl wANO uroRArafl~, RID. ~bn ~sop~riaa> TELE liilal Prlwd h U.fA HO 7167BCBA MIANOLAWIIATOIIIei.MK.Ol4 lQUSTfYAL AVENUE, LOWELL. AN 01951 . TEL SOB/15G5000 TELE%. 11210! CERTIFICATE OF CORPORAT aFCroiiTtnw The undersigned certifies that he 1s Assistant Secretary of Wang Laboratories, Inc. and that the following is a true and correct copy of a resolution adopted at a meeting of the Board of Directors of the Corporation called and held on the day of March 1, 1993, at which meeting a quorum was present and that such resolution has not Deen rescinded or amended and is still in full force and effect. VOTED: The Chairman, the Presidents, the Senior Vice President and General Manager of North American Operations, the Senior Vice President, Worldwide Services Operations, the Vice President of Marketing, the Vice President and General Manager of South Paclflc and Latin American Operations and the Vtce President, Federal Systems Division are, and each of them is, authorized to sign on behalf of the Company bids, estimates, contracts and other instruments relating to the sale or lease of goods or services to the ordinary course of business to ail commercial customers and to various federal, state and local governmental divisions and agencies, including, without limitation, sub-contracts with vendors of software, hardware or services entered into pursuant to any such instrument, and each of the above officers 1s authorized to delegate such authority to such other officers and management personnel as the officer so delegating may deem necessary or appropriate. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seat of the Corporation. >~~) H. LeFevre ~s tstant Secretary I, William P. Ferry, Senior Vice President and General Manager North American Operations of Nang Laboratories, Inc., pursuant to the foregoing vote, do hereby delegate authority to Michael Tracy, Controller, of North American Operations to sign bids, estimates, contracts and other instruments relatln~ to the sale, lease or maintenance of products on behalf of Nang Laboratories, Inc., up to the amount of f1,000,000 1n each instance. c Wh am P. erry r~ Senior Vice President and eneral Manager North American Operations Dated: April 20, 1993