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02-295 Resolution No. 02-295 RESOLUTION AUTHORIZING EXECUTION OF A HARDWARE PURCHASE AGREEMENT WITH TICKETS .COM, INC. FOR A COMPUTERIZED TICKETING SYSTEM FOR THE HEMMENS CULTURAL CENTER BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Olufemi Folarin, Interim City Manager, be and is hereby authorized and directed to execute a Hardware Purchase Agreement on behalf of the City of Elgin with Tickets . com, Inc. for a computerized ticketing system for the Hemmens Cultural Center, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: August 28, 2002 Adopted: August 28, 2002 Omnibus Vote : Yeas : 7 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk tickets.CO/rt Hardware Purchase Agreement Agreement No.A100-301 THIS AGREEMENT is made by and between City of Elgin, an Illinois municipal corporation formed pursuant to the laws of the State of Illinois,with its principal place of business at 150 Dexter Court, Elgin,IL 60120 (hereinafter"Customer") and Tickets.com,Inc., a corporation formed pursuant to the laws of the State of Delaware with an office at 344 West Genesee Street, P.O. Box 959, Syracuse,New York 13201 (hereinafter "Tickets.com"). I. HARDWARE: Tickets.com agrees to sell, and Customer agrees to purchase, subject to the following Terms and Conditions,the Hardware listed below. QTY PURCHASE DESCRIPTION UNIT TOTAL ITEM PURCHASE PRICE PRICE 1 PCSVRUG TEST AND CONFIGURATION ON 1,000.00 $1,000.00 SERVER 1 PWSUG TEST AND CONFIGURATION ON 200 $200.00 WORKSTATION HARDWARE TOTAL $1,200.00 II. PRICES AND PAYMENT: The Customer agrees that the total purchase price, which does not include shipping and handling, shall be paid in accordance with the following payment schedule: A. DUE ON PLACEMENT OF ORDER: $ 600.00 B. DUE UPON INSTALLATION: $ 600.00 III. TRANSPORTATION AND TAXES: All charges for transportation and handling of the Hardware shall be paid by Customer. Customer agrees to pay all local, state and federal sales or use taxes, personal property taxes or any other taxes however designated, levied or based on such charges or on this Agreement or amounts in lieu thereof paid or payable by Tickets.com in respect of the foregoing, exclusive, however, of taxes based on net income, which taxes shall be borne by Tickets.com unless Customer provides appropriate documentation for appropriate tax exempt status. IV. LIMITED WARRANTY. (Intentionally omitted as Customer is purchasing hardware from an third party company.) VI. LIMITATION ON LIABILITY. A. EXCEPT AS SET FORTH ABOVE, TICKETS.COM MAKES AND THE CUSTOMER RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. B. Tickets.com shall not be liable for any loss, property damage, personal injury, legal expense or other expense incurred by any employee, agent, invitee or licensee of Customer or any person other than employees or authorized agents of Tickets.com Tickets.com,Inc. Page 2 Hardware Purchase Agreement 08/20/2002 regardless of how caused, for any act or omission of any other entity furnishing equipment, services or facilities used with or connected to the Hardware. VII. TITLE AND RISK OF LOSS. A. Title to the Hardware shall pass to Customer only upon Customer's payment of the total purchase price by Customer. B. Tickets.com will ship the Hardware with a carrier chosen by Tickets.com and will bear the entire risk of loss, damage, destruction or theft of the Hardware for any reason, other than negligence of Customer, its employees or authorized agents, from the time the Hardware is shipped by Tickets.com only until received at Customer's location. After receipt of Hardware at Customer's location, Customer will bear the entire risk of loss, damage, destruction or theft of the Hardware for any reason. VIII. PROPRIETARY INFORMATION: Customer will hold in confidence the information contained in this Agreement unless required by law. IX. GENERAL. A. Except as provided in the SOFTWARE SUPPORT AND LICENSE AGREEMENT A101-301 between Tickets.com and Customer, the terms and conditions of this Agreement supersede those of all previous agreements between Tickets.com and Customer with respect to the subject matter hereof. Any terms and conditions appearing on Customer's purchase orders or authorizations issued hereunder shall not apply to or become a part of this Agreement. B. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative. C. In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed and the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect. D. The rights and obligations of the Customer may not be assigned without the prior written consent of Tickets.com and any attempted assignment without such prior written consent shall be void. E. This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. X. TERMINATION. A. Tickets.com shall have the right to terminate this Agreement: 1. Upon ten days written notice in the event that Customer violates any provision of this Agreement including,but not limited to,payment; 2. Immediately, without notice, in the event Customer terminates or suspends its business, becomes insolvent, makes an assignment for the benefit of creditors or Tickets.com,Inc. Page 3 Hardware Purchase Agreement 08/20/2002 suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar official. B. In the event of termination, the Customer shall be obligated to return the Hardware to Tickets.com at a location designated by Tickets.com, unless 100% of the Hardware payment has been received by Tickets.com. Tickets.com shall be entitled to retain all amounts received from Customer as and for Tickets.com's damages. C. Customer shall have the right to terminate this Agreement: 1. Upon ten days written notice in the event that Tickets.com violates any provision of this Agreement; 2. Immediately, without notice, in the event Tickets.com terminates or suspends its business, becomes insolvent, makes an assignment for the benefit of creditors or suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar official. XI. EFFECT OF CUSTOMER'S REJECTION OF SOFTWARE: (Intentionally omitted as Customer is purchasing hardware from an third party company.) In witness whereof, the parties have hereunto set their hands and seals as of the date set out beneath their respective signatures. MCITY OF ELGIN TICKET�S.CO�M,INC.a.,..i. S. ' .,.j i .--:,5:1-••• ID 11.1112%■ k ••Aut onzed _ Authorized Si atu e Olufem o . in &ail' S. ProsI- Printed Name Printed Naifie Interim City Manager VP. q- &e mend (Cunt/ Printed Title Printed Title ST30 10 L 8 -Zo- oZ. Date Date DATE ISSUED: August 20,2002 Tax Exempt# (Attach certificate) Bill to Address: City of Elgin 150 Dexter Court Elgin, IL 60120 Tickets.com,Inc. Page 4 Hardware Purchase Agreement 08/20/2002 Attachment A Hardware Requirements for Customer Provided Equipment NT Servers: *Call to verify Windows NT-approved hardware compatibility • IBM Compatible Pentium 833MHz or faster processor • Microsoft®Windows NT Version 4.0, Windows 2000 Operating Systems • 512mb RAM memory(minimum) • SVGA or VGA Color Monitor • CD-ROM • 18 gb SCSI Hard Disk(minimum) • Tape Backup Unit equivalent or larger than hard disk • SCSI controller card for hard disk and tape backup unit(if proprietary controller is installed in CPU, avoid EISA types) • 1.44mb 3.5in Disk Drive • 2 serial ports, 1 parallel port • Additional Serial port(total of 3) -Only needed if running Credit PASS • Network card • APC Smart Uninterrupted Power Supply(UPS)with PowerChute for Windows NT • Analog modem or Internet connection(for Direct Line Support) • Norton PCAnywhere 10.0 Software(for Direct Line Support) UNIX Servers: • Motorola Power PC 600 mhz(minimum)or IBM RS6000 43P 600 mhz(minimum)processor • Monitor(SVGA or Monochrome)or ASCII Terminal • AIX Operating System version 4.1 or higher(1 user license) • 512mb RAM • 18 gb Hard Disk(Internal or External)minimum • Tape Backup Unit(equal or larger in size of the hard disk) • APC Smart Uninterrupted Power Supply(UPS)with PowerChute for AIX version 4.1 • 28.8kbps (minimum)external Modem(for Direct Line Support) • Ethernet Transceiver • Terminal Server or Async Adapter Tickets.com,Inc. Page 5 Hardware Purchase Agreement 08/20/2002 Workstations: • IBM compatible PIII 300 mhz or faster processor • 64mb of RAM , 128 Mb recommended • SVGA or VGA Color Monitor • 200 mb Hard Disk space available • 1.44mb 3.5in Disk Drive • Microsoft®Windows95/98,NT 4.0 Workstation, Windows 2000 Professional Operating Systems • Direct Line Support(required for one workstation per network)consisting of: Analog modem or Internet connection Norton PCAnywhere v10. • Mouse • Network Card • Light Pen(call Tickets.com for recommended Light Pens)-optional • 2 serial ports, 1 parallel port Backup Tape Units& Tapes: Call Tickets.com for current list of recommendations Uninterrupted Power Supplies(UPS): American Power Conversion(APC Tickets.com,Inc. Page 6 Hardware Purchase Agreement 08/20/2002 In order to perform a proper `Test and Assurance' on customer supplied equipment,the following items must be considered before shipping your equipment to Tickets.com. Please review and sign after reading the guidelines below. A shipping checklist has been provided for your convenience that covers these items at the end of this document. SERVERS HARDWARE The server must be shipped with its keyboard and mouse. All related hardware such as modems,tape backup units, display terminals (AIX only)must be shipped as well. Monitors not required to be shipped. The physical UPS does not need to be shipped,but information on its make and model must be supplied for configuration purposes. The ticketing server must have the correct number of serial ports installed. The configurations are as follows: AIX based systems: A minimum of four serial ports must be available if the server will use a display terminal.The display terminal will use the first port, the second by the UPS,the third by the dial in support modem and the fourth by the CreditPASS modem. If the server will not be using a display terminal, a minimum of three serial ports will be required. The UPS will use the first port,the support modem will use the second,and the third port will be used by the CreditPASS modem. Windows NT Server based systems: A minimum of three serial ports must be available. The first port will be used by the UPS,the second for the CreditPASS modem, and the third by the PCAnywhere modem. SOFTWARE If Tickets.com will be loading the operating system on behalf of the customer, all of the operating system software must be included in the shipment. This must include any additional support software such as PowerChute,and PCAnywhere(NT servers only). If the server is to be built by the customer, it is still necessary that all of the server's operating system software be included in the shipment. This also includes any additional support software such as PowerChute,and PCAnywhere. This ensures that if additions or modifications need to be made on existing installed software packages, its respective installation software will be available to do so. All Windows NT server hard drives must be formatted using NTFS,not FAT. Please also note that if the server is configured with Windows NT and is to be used for PASS2,it is important that at least one partition on one hard drive be created that is EQUAL to or LESS than 2 gigabytes. If the server has not been built with this guideline,the NT operating system must be deleted and reinstalled by Tickets.com. WORKSTATIONS HARDWARE Workstations must be shipped with their keyboards,mice and power cables. The administrative workstation's modem must be included to configure PCAnywhere. Monitors are not required. If the workstations are pre-configured,network cards may not be installed using plug and play mode. Tickets.com,Inc. Page 7 Hardware Purchase Agreement 08/20/2002 SOFTWARE If only one workstation is to be shipped to Tickets.com, it will be configured as the ticketing system's administrative workstation. If more than one workstation will be shipped, please label which you'd like to be the administrative station. PCAnywhere software must be included so that dial-in support may be configured on the administrative workstation. NETWORK INFORMATION If the ticketing system equipment will be utilized on an existing network, each workstation and server must have an IP address assigned to it. Gateway addresses(if applicable)must be supplied as well. It is imperative that your inform Tickets.com if you plan on utilizing the ticketing system on a network that is currently running any Novell networking software. PASSWORDS Passwords, such as the Root password on an AIX system, or the Administrator's password on an NT Server must be supplied to Tickets.com on pre-configured equipment. I have read the guidelines above and will supply Tickets.com with hardware outlined in this document along with any relevant network configurations and passwords. City of Elgin C t er Name Signed by Olufemi - arin, Interim City Manager F/30/0 Printed Name and Title Date Tickets.com,Inc. Page 8 Hardware Purchase Agreement 08/20/2002 SHIPPING CHECKLIST FOR NT SERVER BASED NETWORKS Server Hardware ❑ Keyboard ❑ Mouse ❑ Power Cable ❑ Three serial(COM)ports ❑ Support Modem and cable(if external) ❑ Tape backup unit with at least one tape ❑ All hard drives formatted with NTFS on pre-built systems ❑ One partition created with a size less than or equal to two gigabytes(on PASS2,pre-built systems only) Server Software ❑ NT Server installation software ❑ UPS software—please indicate make and model of the UPS ❑ PCAnywhere software Information required from pre-existing networks ❑ Server's assigned IP address ❑ Gateway address(if applicable) ❑ Administrative password ci Notification of the existence of a Novell network Workstation Hardware ❑ Keyboard ❑ Mouse ❑ Power Cable ❑ Administrative Support Modem and cable(if external) ❑ If more than one workstation is being shipped,please label which will be the administrative station Workstation Software ❑ One copy of the workstation software(DOS or Windows '95) ❑ PCAnywhere software for the administrative workstation Tickets.com,Inc. Page 9 Hardware Purchase Agreement 08/20/2002 SHIPPING CHECKLIST FOR AIX SERVER BASED NETWORKS Server Hardware ❑ Display terminal and keyboard(if applicable) ❑ Keyboard ❑ Async-adapter or terminal server ❑ Mouse ❑ Power Cable ❑ Support Modem and cable ❑ Tape backup unit with at least one tape Server Software ❑ AIX Server installation software ❑ UPS software—please indicate make and model of the UPS Information required for pre-existing networks ❑ Server's assigned IP address ❑ Gateway address(if applicable) ❑ ROOT password ❑ Notification of the existence of a Novell network Workstation Hardware ❑ Keyboard ❑ Mouse ❑ Power Cable ❑ Administrative Support Modem and cable(if external) ❑ If more than one workstation is being shipped,please label which will be the administrative station. Workstation Software ❑ One copy of the workstation operating system software(DOS or Windows '95) ❑ PCAnywhere software for the administrative workstation