HomeMy WebLinkAboutC-3380 - Master Maintenance Agreement/Maintenance Sub-AgreementPRC MASTER MAINTENANCE AGREEMENT
This Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation,
with an office at 1500 PRC Drive, McLean, Virginia 22102, hereinafter referred to as "PRC ",
and the City of Newport Beach Police Department, hereinafter referred to as "Customer ".
1. SCOPE OF AGREEMENT
PRC will provide the following services:
• Services provided for by the PRC Software Maintenance Sub - Agreement, (copy
attached), which includes PRC provided software as shown on Exhibit A of the
Software Agreement.
• Services provided for by the PRC /Hewlett Packard Maintenance Sub - Agreement
(copy attached), which includes HP provided maintenance for HP Hardware,
operating system software and /or certain third party equipment.
The above shall be referred to as a sub - agreement.
2. TERM OF AGREEMENT
The term of this Agreement shall commence on March 16, 2000 and shall continue for
a term of five (5) years and 4 months.
3. TERMINATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
year by the Customer for payments due under this Agreement for the current or any
succeeding fiscal year, and the Customer notifies PRC in writing 90 days in advance of
such non - funding, the Agreement shall terminate with no further financial obligation of
the Customer with respect to payment of obligations due after 90 days from the date of
such notice.
4. TERMS AND CONDITIONS
In the event of a conflict, the terms of this Agreement shall take precedence over the
terms and conditions of the sub - agreements.
5. PRICE AND PAYMENT
The Customer shall pay the amount labeled "Total Due," with respect to the period
identified, in Exhibit "A" (attached)..
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6.
7.
8.
PRC MASTER MAINTENANCE AGREEMENT
The fees for Software Maintenance shall be paid annually in advance. Per call and
block time charges, if selected as options in Item 2 of Exhibit B of the PRC
SOFTWARE MAINTENANCE SUB - AGREEMENT, will be invoiced after the service
is performed.
The fees for PRC /HP Maintenance shall be paid monthly in advance.
Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the
responsibility of the Customer and will be added to the invoices.
Payment terms are net thirty (30) days from date of invoice. PRC reserves the right to
charge interest for late payments at the rate of one and one -half percent (1.5%) per
month.
AMENDMENT OF THIS AGREEMENT
The Customer reserves the right to make changes which would include alterations,
deviations, additions to or deletions from the scope of work of this Agreement, as may
be deemed by the Customer to be necessary or required for the proper completion of
the whole work contemplated.
Any such changes will be set forth in an Amendment/Changes Orders to this
Agreement which will specify the change in work to be performed and any
increase /decrease in compensation due PRC for such work.
NOTICES
Any notice required to be given by the terms of this Agreement shall be deemed to
have been given when the same is sent by certified mail, postage prepaid, or courier
service to the respective parties as follow:
Customer:
INDEPENDENT CONTRACTOR
PRC: PRC Public Sector, Inc.
Daniel M. Hiett
Vice President - Contracts
1500 PRC Drive
McLean, Virginia 22102
PRC is an independent contractor under this Agreement, and not an employee or agent
of Customer. All payments hereunder shall be made to PRC Public Sector, Inc. No
deductions shall be made from the payments provided for under Article V above for
any reason including taxes, workman's compensation or insurance.
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PRC MASTER MAINTENANCE AGREEMENT
9. ENTIRE CONTRACT
This Agreement and attached Sub - Agreement(s) represent the entire and integrated
agreement between the parties hereto and supersedes all prior and contemporaneous
negotiations, representations, understandings, and agreements, whether written or oral,
with respect to the subject matter hereof. This Agreement may be amended only by
written instrument signed by the parties hereto.
City of Newport Beach Police
Department:
Signature of Auth6rized Representative
(-fo moz L � B LAP A-o
Printed Name
C I i "I M /+ry A+ CYL
Title
Date
PRC PUBLIC SECTOR, INC.:
I fit,
1.0
Dar iel M. Hiett
Vice President, Contracts
zz WW 06
Date
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PRC MASTER MAINTENANCE AGREEMENT
Exhibit "A"
Price and Payment.
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PRC/HP MAINTENANCE SUB - AGREEMENT
This Sub - Agreement is entered into between PRC Public Sector, Inc., 1500 PRC Drive, McLean,
VA 22102, (hereinafter referred to as "PRC ") and, City of Newport Beach Police Department,
(hereinafter referred to as "Customer ").
PRC is an authorized dealer of computer products, services and distributed software of Hewlett
Packard (HP) Corporation (hereinafter referred to as "HI"'). PRC hereby sells to Customer, the
maintenance services of HP for the described HP products, appropriate third party products and/or
HP operating system software on the terms and conditions as follows:
I. TERM OF SUB - AGREEMENT
This Sub - Agreement shall be valid from March 16, 2000. This Agreement shall be valid for five (5)
years and 4 months from the effective date. This Sub - Agreement may be terminated according to the
terms of the PRC MASTER MAINTENANCE AGREEMENT.
U. SCOPE OF MAINTENANCE
The services to be performed by HP are as detailed on the HP Service Description attached as Exhibit
"A" hereto, and made a part hereof, for all purposes. It is understood that PRC is selling the HP level
of service as shown on said Service Description. Should HP at any time alter any of the terms,
conditions, or services offered under such Description such changes shall automatically become part
of this Sub - Agreement. Should Customer not be able to comply with such changes, Customer may
terminate this Sub - Agreement with ninety (90) days prior written notice to PRC. PRC will provide
a reasonable amount of troubleshooting during regular business hours to determine if problem is
hardware or software related.
F11 A
The equipment, which shall be maintained under this Sub - Agreement, is as described on Exhibit "B"
attached hereto and made a part hereof, for all purposes. Equipment is eligible for service under this
Sub - Agreement provided it is in good operating condition and HP's serviceability requirements and
site environmental conditions are met.
IV. HP STANDARD TERMS
This Sub - Agreement is subject to the terms of HP's current published U.S. Standard Terms and
Conditions, a copy of which is attached as Exhibit "C" hereto. Should HP at any time alter such
Standard Terms and Conditions, this Sub - Agreement shall be deemed to have incorporated such
alterations into Exhibit "C ".
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PRCMP MAINTENANCE SUB - AGREEMENT
V. PRC MASTER AGREEMENT
This Sub - Agreement is subject to the terns and conditions of a PRC Master Maintenance Agreement,
and the terms and conditions of such Master Maintenance Agreement shall prevail in the event of a
conflict with the terns of this Sub - Agreement.
Document prepared September 12, 2000 H vM0800.doc Page 2
Exhibit "A!'- Price and Paymen • Newport Beach Police Dept.
City of Newport Beach Police Dept. Exhibit "A" Price and Payment
Period No. 1: March 16, 2000June 30, 2000
HP Hardware /Software Support $6,456
PRC Basic Software Maintenance:
CAD: $6,227
Oracle $3,533
Total Due Period No. 1: $16,216
Period No. 2: July 1, 2000June 30 2001
HP Hardware /Software Support
$35,652
PRC Basic Software Maintenance:
CAD:
$21,510
RMS:
$4,889
Oracle
$11,130
Total Due Period No. 2: $73,180
Period No. 3: July 1, 2001 -June 30, 2002
HP Hardware /Software Support
$36,331
PRC Basic Software Maintenance:
CAD:
$23,661
RMS:
$21,510
Oracle
$11,687
Total Due Period No. 3: $93,188
Period No. 4:July 1, 2002 - June 30, 2003
HP Hardware /Software Support
$37,349
PRC Basic Software Maintenance:
CAD:
$26,027
RMS:
$23,661
Oracle
$12,271
Total Due Period No. 4: $99,309
Period No. 5: July 1, 2003- June 30, 2004
HP Hardware/Software Support
$39,047
PRC Basic Software Maintenance:
CAD:
$28,630
RMS:
$26,027
Oracle
$12,885
Total Due Period No. 5: $106,589
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Period No. 6: July 1, 2004- Jun *0, 2005 • Newport Beach Police Dept.
Exhibit "A" Price and Payment
HP Hardware /Software Support $40,745
PRC Basic Software Maintenance:
CAD: $32,925
RMS: $29,931
Oracle $13,529
Total Due Period No. 5: $117,130
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PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT A
to
PRC/HP Maintenance Sub - Agreement
(See attached HP Service Descriptions)
•
®HEWLETT•
PACKARD
lip Sy3PEbi SUPPORT SERVICE
EXHIBIT 'II'
NP System Support (including Critical System, Support), Business Continuity Support, and Telecom Critical
Support service, .( "HP System Support service') are governed by this exhibit and the He Terms and
Conditions of Sale and Service or Be Business Terms.
1. serNm IndWed
BP System Support service provides the following features for BP system and specified non -HP systems.
Not all of the features are offered with every service or supported System. Included and Optional
features for He System Support service will be provided pursuant to the specifications set out in the
applicable attached specifications sheet. Same service features be" prerequisites. Service features may
include one or more of -the following:
• Hardware support
• Hardware call- to-rapair commitment
• weekday and after -hours software assistance
• Flexible tall submittal
• Besot, support, including HP Predictive Support softwate
• Enhanced remote support
• License to Use software updates
• Software media and documentation
• HP Electronic Support Center
• Telecan platform call -to- restoration
• Escalation management
• Preventive maintenance
• Operations Checkup
• Critical care services
• Priority system recovery
• High Availability Observatory (selected products)
• Network support
• Complete network documentation and configuration inventory
• Remote network support tools
• HP Fault Purifier (selected products)
• Imtsllation, configuration, and verification of systems and network
• installation of software updates
• HP PowsrPatch tapes (selected products)
• Patch management assistance
• Operational- reviews
• Interoperability review (selected products)
• System release planning seminars or operating system update planning
• Assigned HP support team, which may include owe or more of the following: assigned BP technical
consultant, assigned HP account support engineer, aesigaud BP Response Center engineer, assigned HP
customer engineer, assigned Project Implementation Manager, and assigned RP contract administrator
• Media retention
• Extended Hardware coverage
• Per -cell services
• Technical consulting topics '
• Training (subject to local availability)
Z Pmequbiroe
HP reserves the right to make the final judgment as to whether Customer adequately meets the
prerequisites for HP System Support services outlined in this exbibit.
a. miaimos System Configuration. Except for systems capable of diagnostic self -test, He System
support service requires, at a minis,-, that a system include a central processing unit (CPU), a
peripheral capable of reading standard HP diagnostics and verification tests, and a peripheral
that allows HP to interact fully with the covered products.
b. UniZosm Coverage. All products constituting the minimum system configuration must be covered under
the same HP System Support service and at the same hardware service level.
c. Connectors and cables. All products covered under HP System Support service must be interconnected
by cables or connectors listed in the appropriate manufacturer's documentation as compatible with
the CPU. For products that do not meet this requirement, service is available at BP's standard
service rates.
Revwon Date 01-act-1999 Revision Number 9
HEWLETT•
PACKARD
HP SYMM4 SUPPORT SERVICE
d. seftwexa Support. All HP systems for which execution of diagnostic tests is software- dependent
mat, at a minimum, be covered by an HP System Support service that provides periodic software
updates.
a. Camara" Requixonimats. Tor HP System Support service orders that include software support, all
systems (including PC Server systems) supported by one system manager, except PC clients, •met be
covered by a contractual HP software support service. However, for RP System Support service
orders for PC servers that include software support, all PC servers supported by one system
manager most be covered by a contractual HP software support service.
f. Right to Copy DoaOantatiaa. Customer may copy documentation updates for use with other systems
covered by an RP System Support service that provides software support.
g; Software Licenses. Customer can purchase RP System Support service only for software for which
customer bas rightfully acquired an appropriate software license.
U. Software and Dbeunntatiou Updates. Tor each software product covered under Rp System Support
service, Customer most select, if applicable, at least one copy of software and documentation
updates by designating the appropriate media options. This prerequisite does not apply to PC
systems, except PC software Morse functionality depends on software that resides on systems
covered by HP System Support service.
I. Designated s++ear, and Training g Requirements. The following contacts for RP must be designated and
trained through completion of the appropriate RP training courses as defined by HP: system manager
and alternatet after normal business hours authorized callers if applicable, network operator and
alternate: if applicable, application software manager and alternate. and if applicable,
additional Hp Response center callers• only the designated callers ran -use the RP Response Center.
J. ordering options. For HP system Support service that provides software support, customer must
pLr ease the Hp System support service product option(s) that correspond to Custmer's processor,
maximum number of users for the supported SP system, and application software.
k. Contsel order grasp. The HP System support service central order group must have only one system
manager and include the system with the fastest processor speed and largest number of users. both
the Central order group and addron order groups most be of the same RP or non -RP product family
and out be" the same system manager.
1. Rasete support. For UP to provide remote support, Customer must give authoritatim and provide
access to a qualified modem, as well as access to one voice-grade telephone line and one data -
quality telephone line or network with terminations near the system_ For support using either the
High Availability observatory or remote network support tools, Customer moat allow RP to install
and provide RP adequate space for and access to an HP -owned workstation or PC, as well as provide
a dedicated ISDN line and an internet e-mail connection, and for High Availability observatory, an
HP or Customer -owned router. For support using HP Fault Notifier, Customer mot provide Internet
email Connectivity. For HP Network Availability Monitoring, customer must provide a dedicated WAN
connection to HP that has a bandwidth of at least 56 Kilobits per second. For services with a call
to repair commitment on network interconnect devices, Customers must also provide an alternative,
um- dedicated data - quality telephone Sine and modem or a network connection to the console port of
the network device. If HP cannot access a system remotely, NP may charge standard service rates if
on -site service is needed.
a. HP ileetsenlo Support Center. Hp Electronic SuRort Center is available via the world Wide Web.
With a Web browser, Customer can access the HP Electronic Support Center. Ttp access is required
for sole electronic services. Designated Callers who submit RP Response center calls via HP
Electronic Support Center moat meet the same training requirements as the system manager. Use of
NP Support Tools available via the Electronic Support Center requires agreement to the HP Support
Tool License Terms.
n. lsiaiR,m Watwork configuration. Customer must have at least one system on the network covered under
HP System Support service.
o. Country Bmadarisa. All systems supported by one system manager must be located within the same
country.
p. Eligibility. For certain coverage levels and support offerings, Customer must meet the UP-
specified minimum monthly billing to be eligible.
d 8"ce, L hofteons
a. Bardsma, Software, and Network Support. Any services involving hardware, software, or network-
related problems not covered by the contractual service ordered will be subject to NP's standard
service rates.
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Revision Date 01oc61990 Revision Number 2
NEWLETTO
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HP SYSTEM 8l MRT SERVICE
b. Maximum Use Liaitatiens. Products operated in excess of their maximum usage rate (as specified in
a product's data sheet or operating mmnual) cannot be covered by RP System Support service, but
can be serviced at Hp's standard service rates.
C. Obsolete Produetm. HP may cover obsolete hardware and software products that are beyond their
specified support period wing reasonable efforts as determined by HP.
d. Intactness and Aeeaaeeeias. HP may Cover cables, connectors, accessories, and interfaces under the
M210 hardware service level purchased for the products with which they are used.
a. Supported Software Versions. Unless otherwise specified by HP, Hp provides Contractual support
Only for the current version and immediately preceding version of HP software, and only when the
software is need with hardware that is included in HP- specified Configurations. If support
coverage lapses, additional fees may be required to ces®s support Coverage. HP will support
specified versions of selected non -HP software, but will not support the software any longer than
the vendor supports it. For non-HP software, HP provides contractual support only for software
versions that are documented as supported on specified Configurations.
f. Nbn -IM noftwara. support for non-HP software covered by HP contractual support services is
limited, Unless otherwise specified by )(F, to telephone assistance and, if available to HP from
the third -party software vendor, patches, workarounds, and updates. RP's decision an how long to
effez OF support for selected versions of noa -HP software is final.
g. Noo -HP Products. HP is not liable for the performance or noupsrtoraance of tbird -party hardware or
software vendors, their products, or their support services, including design flaws in and /or
incompatibility with non -HP products.
h. RP Software an ltea -re,' systems. HP System Support service for specified HP software products used
with designated non -HP systems provides the following features. software assistance, software
problem reporting, HP Electronic Support Center intormatiou access and call submittal, License to
Use software updates, and patches.
i. Hsealatien sonayaammit. On -site assistance for critical software problems is limited to systems
supported by one system manager and situated within a 12.5 mile (20 kilometer) radius of each
Other. Software problems with systems situated beyond this limit that require on -site assistance
will be subject to additional charges at HP'a standard service rates.
j. Aooaas to the HP Rmsponae Canter. HP Response Center Use is limited to the system manager for the
Operating system and subsystem software; if applicable, the network operator for the network; if
applicable, the application software munager(s) for each family of HP application software; and,
if purchased, the After -hours coverage system manager, and additional HP Response Center callers.
In the absence of any of these mmnagers, the HP Resposae center is available to their designated
alternates.
X. Source code Support. for HP source Code software covered under HP System Support service,
assistance is limited to problems that can be duplicated on the current version of the object code
of the particular software. OF charges Customer at We standard service rates for any other
assistance required.
1. aF predictive Support, HP high )availability Observatory, and SP Fault letiflar (Saleeted
Products). HP is not responsible if HP Predictive Support software, Rp High Availability
Observatory, or HP Fault Hotifier does not identify, track, or remedy system or peripheral
problems prior to actual occurrence.
m. Network Software Coverage, without Network Support. Support for SP network software that provides
multivendor node connectivity is limited to product -usage and problem - solving assistance and
software update materials, unless network support is purchased.
V- Tcavwl Sones. Caetomer sites located beyond 100 miles (160 kilometers) of a primacy HP Support
Responsible Office may be subject to travel charges, longer response times, reduced restoration or
repair Commitments, and reduced coverage hours as specified in RP's worldwide Customer Support
Travel and office Directory. Availability of some coverage levels is based on distance from a
primary HP Support Responsible Office.
o. Exclusions. RP System Support service does not include implementation assistance (except for
Telecom Critical Support) or assistance that involves program development, coding, isolation
coding problems, data recovery regardless of the Cause of date loss or hardware malfunctions, and
problems or inveatigation time relating to the use of privileged mode code on HP 3000 systems.
HP System Support service does not include consulting unless a consulting option has been
Purchased. HP System Support service is not a substitute for any formal training offered by HP.
P. Availability. Some Hp system Support service features and coverage levels are subject to local
availability.
Revision Date 01- oOt -I990 Revision Number 2
HEWLETTO
�J PACKAPO
HP SYSTEM SUPPORT SERVICE
q. Consmebles, User Replaceable Parts, and Maintenance kits. RP system Support services do not
include the provision and installation by RP of comownblss, user replaceable parts or maintenance
kits.
4. CUNMUNW WgPO1MHAVOes
a. Product List. Customer must maintain and provide to RP a Current list of products supported under
SP System Support service.
b. Access. Customer suet provide RP with the following:
1) Access to the products Covered under HP System Support service
2) Adequate working space and facilities within a reasonible distance of the products
S) Access to and use of all information, internal resources, and facilities determined necessary
by RP to service the products
�k) For the Scheduled support level, Costamst most designate a single work area acceptable to RP at
Customer site. This area most include shelves or racks for #neamtimg and outgoing products,
adequate open bench work space, adequate power and lighting, and access to a telephone. Before
having s product serviced under the Scheduled support level, Customer nust:
a) maintain a written log of model umber, serial nether, and current failure symptoms and be
,prepared to provide this information to BP upon request before the scheduled visit.
b) Locate all failed units to be repaired during a scheduled visit-at the deiigaatad work area
before the HP customer engineer arrives.
a) Call RP the workday before the day of the scheduled visit to provide intormtion regarding
the number and type of products requiring repair.
a. Operating Proamdoses. Customer must toll" routine operating procedures as specified in the
manufacturers' product operating manuals.
d. mega -Laval Charges. Customer must allow UP to install or remove usage meters on specified
electromechanical devices. Osage charges may be charged separately.
•. niagnoatiotldistansnaa sufteam tSaleebd Prddffata). Customer most allow SP to keep system and
network diagnostic and maintenance programs resident en Customer's system or site for the
exclusive purpose of performing diagnostics and maintenance. Prior to aubsittimq a software
problem report to HP, Customer may be required to egoist HP in running these RP- supplied programs.
Customers with SP High Availability Observatory or with AP Predictive Support software moat use
the eleetrmic data transfer Capability it provides to inform HP of aware identified by the
software. Customer acknowledges that Customer has no ownership interest in diagnostic hardware or
eottwore provided by SP and that HP may remove these diagnostic program and any HP -owned modems,
workstations or PCs, network devices, or remote access devices open termination of HP System
support service.
f. Service Requests. Prior to placing a service request with RP, Customer may be required to run Hp-
supplied diagnostic program.
g.
Revision. Lsvaia. Customer mrst maintain all associated system hardware and firmware, except PC
system, at the latest HP- specified configuiition and code revision level. For PC systems,
Customer moat maintain all associated system hardware and firmware at a revision level specified
by RP. Customers must maintain RP- gupported non -RP software at a code revision level specified by
HP.
h. Telecommunications Charges. Customer is responsible for all telecommunications charges associated
with using RP Electronic Support Center and with installing and maintaining ISON links to HP
Response Centers.
I. Temporary procedures. Customer is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sought.
J, rear 2000 preparation. Customer must ensure that its environment is Year 2000 compliant. NP System
Support service coverage is limited to the ability of HP branded products specified as Year 2000
compliant to correctly process, provide, or receive date data (i.e., representations fox month,
day and year). Customer must promptly apply and test in its environment all Year 2000 updates and
patches made available by RP. RP system support service does not cover the inability of products
not manufactured by HP and non- compliant RP products to correctly process, provide, or receive
date data or the inability of these products to properly exchange date data with any products
covered by NP System Support service.
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Revision Dare 01- occU1999 Ravi ion Number2
0
HEY"TTO
PACKAIRD
HP SYSTEM SUPPORT SERVICE
5. SURWWO Uame and CopytipMs
a. Updates.
0
1) Hp grants Customer a License to Use software updates provided by HP under an SP System Support
service that provides software support.
8) In addition, HP grants Customer a License to Use and copy one copy of the updates received from
UP for each HP software product license for which Customer has purchased an RP System Support
service that provides software support. The license to copy updates an additional systems is
not available for RP 9000 Series 1500 systems.
31 Customer agrees that the License to gas and copy the updates is governed by the NP software
License Terms in effect on the data UP ships the update to Customer. Said HP Software License
Terms are hereby made a part of this exhibit.
b. R Update Oenerahip. Castomer acknowledges that it does not own and has no right to, title to, or
interest in the Updates except as set forth in the RP Software License Terms.
e. oepyrtgat and lredemask Notices. Customer agrees to reproduce and conspicuously affix copyright
and trademark notices from the original software or documentation on each copy of an update that
Customer makes or cbraine from an electronic data source, such as RP Electronic support Center.
6. MaRMRdor Nehwodt Covempa
The following, additional testes and conditions apply to orders for RP Sys %® Support service that
include multivendox netwerk coverage.
W. Affilistaa. R has developed working relationahipe with select vendors, known as Affiliates, who
assist in the delivery of soltivendor support. Par purposes of AP's appointment as a special Agent
during multivendor coverage, Non- Affiliate refers to other vendors of products in Customer's
network.
b. ve"otaanos of A2filsatme and Nos- •truistes. HP is not liable for partormance or nonpertormance
of affiliates and Ron - affiliates, their products, or their support services.
a. opmational Network. Customer's network moat be verified by RP as fully operational before HP
System Support service, including network coverage, begins. This prerequisite is automatically met
if coverage commences upon completion of HP'S network configuration services. Otherwise,
HP performs verification at UP's standard service rates.
d. Supported Ceonsotions. All network cmnaetions and products covered under RP system support
service with network coverage must be agreed upon by HP.
e. service Ragwate. Prior to or after placing a service request with RP, customer will run HP or
non -RP product or network diagnostic self -test programs, as appropriate. Customer moat then
contact the appropriate product vendor if a specific product is found to be at fault. upon request
from HP dating a service call, Customer will enable, operate, or disable the RP-to -NP and /or RP-
to -non-RP CPO date communications subsystem products.
f_ Network We —tiom. Customer must identify current product version numbers and system
configuration information for all products on-the network. Customer meet notify HP when major-
topology changes occur on the network.
g. Ron -yP earvies Contrasts. To take advantage of RP system Support service benefits, Customer must
purchase service contracts tram Affiliates and Non - Affiliates that maintain appropriate support
service levels for non -HP products.
7. WunMy V b*ffnWnes Nhnsgarnent
NP provides warranty maintenance management for designated non -HP hardware products it RP is
appointed as a Special Agent as set out in Section S during the warranty period of the non -HP
product. For purposes of RP's appointment as a Special Agent during warranty maintenance management,
Non - Affiliate refers to manufacturers of the designated non -NP hardware products, or authorized
service providers for such manufacturers who are obligated to provide services during warranty.
t. AppoMaN t O HP as Spatial AgeM
These terms and conditions are effective only when HP offers and Customer appoints HP as a Special
Agent in dealing with specified Non- Aftillates during multivendor problem management or during
warranty maintenance management, as evidenced by execution of an attachment to this exhibit. This
attachment is provided by RP when necessary.
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Revision bate 01oo -1099 Revfa(ot Nunber 2
IMHEWLETT*
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HP
•
a. scope of Agency. upon appointment, Customer authorizes NP to represent Customer in dealings with
specified Non- Affiliates in the process of network fault isolation and problem resolution, or
management of a Service tall during the warranty period for non -NP hardware products. NP's
authority to represent Customer is limited to the following activities:
1) NP directly contacts Non- Affiliates for the purpose of (a) initiating a service tall by a Non-
Affiliate for remote or on -site assistance with Customer'a network and equipment, or (b)
requesting Non- Mfiliata'S (specified in Appendix w to the appointment attachment for warranty
maintenance management) performance of its obligations only during the warranty period.
2) NP directly follows up with Non - Affiliates throughout the network problem resolution process or
until the non -s@ hardware warranty problem is resolved.
3) NP facilitates Comunication among Non - Affiliates and between NP and Non - Affiliates in the
process of network fault isolation and problem resolution.
b. delatiaoabip batsmen Parties. This appointment will not:
1) Be Construed to create the relationship of employer and employee partnership or joint venture
between NP and Customer or its ebployees.
2) preclude NP from acting as a Special Agent for multivendor problem management for other
parties, or from performing warranty maintenance management for non -Np products for other
parties.
31 Preclude SP from continuing in the business of multivendor problem managemeat, even if customer
is also An the business of providing similar services. _
4) Allow NP or Customer to use each other's trademark or trade name in say manner.
C. customer Sesponalbillties for Appointment.
1) In order to appoint NP as a spatial Agent, Customer .must sign the attar meat provided by NP.
2) customer must write letters of notification to specific Non - Affiliates listed in the appendix
of the appropriate attachment. Those letters must explain the scope of agency and a copy must
be sent to NP. The appendix can only be modified in writing upon mutual agreement of both
parties.
3) Customer Seat provide NP with a list of non -NP products on the network, including their
respective names, model numbers, serial numbers, and firmware and software revision numbers,
along with copies of applicable support Contracts for these products.
4) Cuetaser must provide NP with, and keep current, a list of the Non - Affiliate contacts and a
list of the non -NP hardware products for which NP will provide warranty maintenance management,
including products' numbers, products' serial numbers, dates of purchases /delivery, warranty
period and service level, and, if applicable, software license and revision numbers.
5) Customer most provide NP with a copy of the warranty terms and conditions applicable to all
non -NP hardware products, and s copy of warranty entitlement, such as the proof of purchase,
validating warranty for non -NP hardware products for which NP will provide warranty maintenance
management.
61 Customs must provide to NP in writing all information that may have a direct effect on the
operation or cost - effective maintenance of the network, or on the warranty maintenance
management of non -NP hardware products.
7► Customer understands the limited scope of NP's authority as a Special Agent and agrees not to
obligate NP beyond the terms and conditions at out in this exhibit.
e) Customer is solely responsible for dealing directly with Non - Affiliates concerning any
transaction that requires a purchase order for non -NP support services.
9) Customer must submit a service claim during warranty if a Non - Affiliate requires such a
submission directly from Customer.
d_ Niscollanaous.
1) Limitation of Liability. SP is not liable for any damage or claims made against Customer or NP
that are caused by Customer's failure to perform its obligations under Section a or by service
contracts with Non - Affiliates.
5 Page 6/ 7
Revision Dare 01oR -1909 Re l imlinteer2
11
3NEWLETTO
PACKARD
HP SYSTEM SUPPORT SERVICE
•
2) tndemnity. Customer agrees to indemnify and hold RP harmless from any liability, expense, or
loss, including attorneys' fees, incurred as a result of any claim that my be made against AP
by any third parties that arise out of 1@'s discharge of authorised duties as stated here or
Customer's failure to perform its obligations under Section 0 of this exhibit or the service
contract with such third parties. The indemnities provided here will survive termination of
this exhibit.
9. MSSMIN& sdms.
a. dp product Wezranty upgrade_ if RP system support service that provides hardware support is
ordered with the initial purchase or lease of Rp hardware products with a 90 day on -site warranty
or 1 year return -to -Hp warranty, the service level ordered or the warranty coverage level,
whichever provides the better service level, will be provided during the on -site warranty period.
A 1 year return -to-NP warranty most be converted to a 90 day on -site warranty to Qualify. Days of
coverage and on -site response times can be-upgraded for an additional charge during the warranty
period for most hardware products.
b. anbOMItzamtexa_ Notwithstanding anything to the contrary in RP Terms and Conditions of sale and
Service, RP reserves the right and Customer consents to We use of subcontractors to assist in
the provision of RP cyst® Support service as HP deems appropriate, without notice to customer.
c. Depywrnt pazo. Replacement parts provided under RP System support service may include new
parts, equivalent to new parts, parts that are functionally equivalent to or better than the
replaced part, or whole unit replacements. Replacement parts may of may not be manufactured in
Trade Agreement Act compliant countries.
d- Warranty status of Nma -SW products. Ron -RP products will be serviced in accordance with this
Agreement, irrespective of warranty status.
e. tp Ytgh Availability maarvatory. For support which includes the NP Righ Availability Observatory
(RAO) Equipment, customer must comply with the terms and conditions of the Rho Attachment to this
Exhibit.
6 Pager /7
Revision Date 01od -IW Revidon Ntonber 2
rI
L
0
PRC/IiP MAINTENANCE SUB - AGREEMENT
EXHIBIT B
to
PRC/HP Maintenance Sub - Agreement
(See attached the listed equipment to be maintained along with model no.,
serial no. and monthly HP list maintenance charges).
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PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT C
to
PRC/HP Maintenance Sub - Agreement
(See attached HP US Standard Terms and Conditions.)
c� PC EXHIBITOC�
HP TERMS AND CONDITIONS OF SALE AND SERVICE
We sale of Products and Support and HP'e license of Software are governed by theme HP Terms and
Conditions of Sale and Service.
1. OEFORTW t
a) -Delivery- means standard HP shipping to and arrival at the receiving area at the "Ship To"
address in the country where Customer's order is placed, unless otherwise indicated on the
quotation.
b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products
or Support.
e) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that
are determined by HP to be available from HP upon receipt of Customer's order. "Custom Products"
means Products modified, designed or manufactured to meet Customer requirements.
d) ^Software^ means one or more programs capable of operating on a controller, processor or other
hardware Product ( "Device -1. Software is either a separate Product, included with another Product
(-Bundled Software "), or fixed in a Device and not removable In normal operation I "Firmware ^).
a) "Specificatlons" means specific technical Information about HP Products which is published in HP
Product manuals and technical data sheets in effect on the date HP ships Customer's order.
f) "Support^ means hardware maintenance and repair: Software updates and maintenance, training: and
other standard support services provided by HP. "Custom Support* means any agreed non- standard
Support, Including consulting and custom project services.
L PRICES
a) Prices include Delivery charges, unless otherwise Indicated on the quotation, and arm valid for
the period indicated on the quotation or for the applicable purchase agreement ordering period,
whichever expires first. Prices remain valid for 180 days from the original order date unless
otherwise indicated on the quotation. Change orders that extend Delivery beyond those validity
periods become new orders at prices in effect when HP receives the change orders. Support prices,
except for Custom and prepaid Support, may be changed by HP upon 60 days written notice.
b) Prices are exclusive of, and Customer will pay, applicable sales, use, service, value added or
like taxsa, unless Customer has provided HP with an appropriate exemption certificate for the
Delivery jurisdiction.
& COMM
a) All orders are subject to acceptance by HP. Product orders must specify Delivery within 190 days
from order date, unless otherwise agreed or indicated on the quotation.
b) Customer will specify Ship To addresses within the country where the order is placed, unless
otherwise agreed_
c) Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge.
Customer will pay all charges for returning Products to HP's shipping location if Product orders
are cancelled after shipment.
{. OELN'LRY
HP will make reasonable efforts to meet Customer's Delivery requirements. If HP is unable to meet
Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such
agreement, Customer's sole remedy is to cancel the order.
S. SHIPMENT AND RISK OF LOSS
HP will ship according to HP's standard commercial practice, and risk of loss and damage will pass to
Customer at Ship To address. If special packing or shipping instructions are agreed, charges will be
billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to
Customer's carrier.
G. INSTALLATION AND ACCEPTANCE
a) Product installation information is available with Products, on quotations or upon request.
Installation by HP, when included in the purchase price, is complete when the Product passes XP's
Installation and test procedures.
Revision Date 22nov.IQW Revision Number 6
PdnCM Dais 7 March ZM
0 0
IN/jam H6WLIETTe
PACKARD
HP TERMS AND CONDrMNS OF SALE AND SERVICE
b) For Products with installation included in the purchase price, acceptance by Customer occurs upon
completion of installation by HP. rot Products without installation included in the purchase
price, acceptance by Customer occurs upon Delivery, and will be presumed unless Customer
demonstrates within 19 days after Delivery that the Product does not pass HP's established teat
procedures or programs.
e) If Customer schedules or delays installation by HP more than 30 days after Delivery, Customer
acceptance of the Produotle) will occur on the 31st day after Delivery.
7. PAYMIM
a) Payment terms are subject to HP credit approval. Payment is due 30 days from HP's invoice date.
Involces for contractual support services and maintenance will be issued in advance of the Support
period. HP may change credit or payment terms at any time when, in RP's opinion, Customer's
financial condition, previous payment record, or the nature of Customer's relationship with HP so
warrants.
b) HP may discontinue performance if Customer fails to pay any sum due, or fails to perform under
this or any other HP agreement if, after 10 days written notice, the failure has not been cured.
C) Title to hardware Products will pass upon the later of full payment or Delivery of Products.
S. WARRANTY
a) Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from HP will receive the standard warranty in the country of purchase. If
customer moves such Products to another country where HP has Support presence, then Customer will
receive the destination country standard warranty.
e) Customer may receive a different warranty when the Product is purchased as part of a system. HP
reserves the right to change the warranty. Such changes will affect only new orders.
d) The warranty period begins on the date of Delivery, or the date of installation if installed by
HP. If Customer schedules or delays installation by HP more than 30 days after Delivery, the
warranty period begins on the 31st day after Delivery.
e) If Customer transfers a Product to another user, warranty service is available to that user tot
the remainder of the warranty period.
f) HP warrants HP hardware Products against defects in materials and workmanship. HP further
warrants that HP hardware Products conform to Specifications. These warranties do not include
periodic recalibration (recommended for some HP Products), unless specifically covered in the
warranty terms for such Products.
g) HP warrants that Software will not fail to execute its programming inatruetiona due to defects in
materials and workmanship when properly installed and used on the Device designated by HP. HP
further warrant® that HP owned standard Software will substantially conform to Specifications. HP
does not warrant that Software will operate in hardware and software combinations selected by
Customer, or meet requirements specified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
it HP warrants that each HP hardware, software, and firmware Product delivered under these HP Terms
and Conditions of Sale and Service will be able to accurately process date data (including, but
not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and
twenty -first centuries, and the years 1999 and 2000, including leap year calculations, when used
in accordance with the Product documentation provided by HP (including any instructions for
installing patches or upgrades), provided that all other products (e.g. hardware, software,
firmware) used in combination with such HP Product(s) properly exchange date data with it. If the
Specifications require that specific HP Products must perform as a system in accordance with the
foregoing warranty, then that warranty will apply to those HP Products as a system, and Customer
retains sole responsibility to ensure the Year 2000 readiness of its information technology and
business environment. The duration of this warranty extends through January 31, 2001. To the
extent permitted by local law, this warranty applies only to branded HP Products and not to
products manufactured by others that may be sold or distributed by HP. This warranty Section 8 11
applies only to HP Products shipped after July 01, 1998. The remedies applicable to this Section,
8 1), are those provided in Section 8 j) below. Nothing in this warranty will be construed to
limit any rights or remedies provided elsewhere in these HP Terms and Conditions of Sale and
Service with respect to matters other than Year 2000 compliance_
E18 Peae2 /6
Revision Date 82rov-1999 Revtdan Number 6
MOM Into 7 March 2000
0
IMHEWLETT*
PACKARD
HP TERMS AND CONDITIONS OF SALE AND SERVICE
0
j) If HP receives notice of defects or non - conformance to hardware Specifications, or substantial
non - conformance to HP owned standard Software Specifications during the warranty period, HP will,
at its option, repair (and recalibrate only as necessitated by repairs), or replace the affected
Products. If HP is unable, within a reasonable time, to repair, replace or correct a defect or
non - conformance in a Product to a condition as warranted, Customer will be entitled to a refund of
the purchase price upon prompt return of the Product to HP. Customer will pay expenses for return
of such Products to HP. HP will pay expenses for shipment of repaired or replacement Products.
K1 HP warrants that HP Support will be provided in a professional and workmanlike manner. HP will
replace, at no charge, parts which are defective and returned to HP within 90 days of delivery.
1) Some newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
a) The above warranties do not apply to defects resulting from Improper or inadequate maintenance or
calibration by Customer; Customer or third party supplied software, Interfacing or supplies;
unauthorized modification; improper use or operation outside of the Specifications for the
Product; abuse, negligence, accident, loss or damage in transit, improper site preparation; or
unauthorized maintenance or repair-
n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OP MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
B. SOPpoRT
a) Customer may order Support from HP'S then current Support offering. Some Support (and related
Products) may not be available in all countries. Orders for Support are subject to the terms of
the Support Exhibit or quotation in effect on the date of order.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's
reasonable opinion, in good operating condition.
e) HP may, at no additional charge, modify Products to improve operation, supportability and
reliability, or to meet legal requirements.
d) Relocation of Products is Customer's responsibility. Relocation may result in additional Support
charges and modified service response times_ Support of Products moved to another country is
subject to availability.
e) HP will provide Support for products not supplied by HP when approved by HP in writing. HP will
provide Support for HP Products when Customer allows HP to perform modifications if requested by
HP under Section 9. c) above. Customer is responsible for removing any products not eligible for
Support to allow HP to perform Support services. If Support services are made more difficult
because of such productial, HP will charge Customer for the extra work at HP'a standard rates.
f) Support does not cover any damage or failure caused by:
1) use of non -HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
31 neglect, improper use, fire or water damage, electrical dlsturbancea, transportation by
Customer, work or modification by people other than HP employees or subcontractors, or other
causes beyond HP•a control; or
41 inability of any non -HP products in Customer's environment to correctly process, provide or
receive date data (i.e., representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.
g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer flies, data or programs. Customer will have a representative present when HP
provides Support services at Customer's site. Customer will notify HP if Products are being used
in an environment which poses a potential health hazard to HP employees or subcontractors; HP may
require Customer to maintain such Products under HP supervision.
h) Customer may delete Products under Support or cancel Support orders upon 30 days written notice.
Upon 60 days written notice, HP may cancel Support orders or delete Products no longer Included in
He's Support offering.
10. L10E14ES
"Use" means storing, loading, installing, executing or displaying Software on a Device.
Els P4e3 /6
Revision Data 22 WW1999 Revision Number 6
ftV&* Date 7 Match 2066
IMHHWLETTe
PACKARD
HP TERMS AND COMMONS OF SALE AND SERVICE
-Software Licensee means the Use authocizationte) for the Software specified by HP in its quotation,
invoice or other documentation. Each Software License has a corresponding License Fee,
^License Fee" mean* the fee or fees designated by HP for Use of Software. Different License Fees may
apply to particular Software if more than one Software License 1s available for that Software.
a) In return for the License Fee, HP grants Customer a non - exclusive license to Use the Software
listed in Customer's order in conformance with the applicable Software License. Details of the
types of Software Licenses offered are available from HP on request. If no Software License is
specified, thenr in return Car the applicable fee, HP grants Customer a license to Vat one copy of
the Software on one Device at any one time. A11 Software Licenses will be perpetual unless
terminated, transferred or otherwise specified.
If Customer is an HP authorized reseller, Customer may sublicense the Software to an end -user for
its Use, or (if applicable) sublicense the Software to an HP authorized reseller for subsequent
distribution to an and -user for its Use. These sublicsnaes must incorporate the terms of this
Section 10 in a written sublicense agreement, which will be made available to HP upon request.
b) Unless otherwise permitted by HP, Customer may only make copies or adaptation, of the Software for
archival purposes or when copying or adaptation in an essential step in the authorized Use of the
Software on a backup Device, provided that copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.
e) Customer must reproduce all copyright notices in or on the original Software on all permitted
copies or adaptations. Customer may not copy the Software onto any public or distributed network.
dl Bundled Software or Firmware provided to Customer may only be used when operating the associated
Device in configurations as sold or subsequently upgraded by HP. Customer may transfer Firmware
only upon transfer of the associated Device.
e) Updates, upgrades or other enhancements are available under HP Support agreements. HP reserves
the right to require additional licenses and fees for Use of the Software on upgraded Devices.
fl The Software is owned and copyrighted by HP or by third party suppliers. Customer's license
confers no title or owberahip and is not a sale of any rights in the Software, its documentation,
or the media on which they are recorded or printed. Third party suppliers may protect their
rights in the Software in the event of any infringement.
g1 Customer will not disassemble or decompLla the Software without HP18 prior written consent. Where
Customer has other rights under statute, Customer will provide HP with reasonably detailed
information regarding any intended disassembly or decompllation- Customer will not decrypt the
Software unless necessary for legitimate use of the Software.
h) Customer's Software License is transferable subject to HP'S prior written authorization and
payment to HP of any applicable fees. Customer will immediately upon transfer deliver all copies
of the Software to the transferee. The transferee must agree In writing to the terms of
Customer's license. All license terns will be binding on Involuntary transferees, notice of which
Is hereby given. Customer's license will automatically terminate upon transfer.
i) HP may terminate Customer-s or any transferee's or sublieensee's Software License upon notice for
failure to comply with any applicable license terms. Immediately upon termination, the Software
and all copies of the Software will be destroyed or returned to HP. Copies of the Software that
are merged into adaptations, except for Individual pieces of data in Customer's or transferee's or
sublicensee's data base, will be removed and destroyed or returned to HP. With WP's written
consent, one copy of the Software may be retained subsequent to termination for archival purposes.
11 If the Software is licensed for use in the performance of a U.S. government prime contract or
subcontract, customer agrees that Software Is delivered as ^Commercial computer software" as
defined in DFARS 252.227 -7019 Wun 1995) or as a "commercial item- as defined in FAR 2.101(a), or
as "Restricted computer software" As defined in FAR 52.227 -19 (Jun 1987) (or any equivalent agency
regulation or contract clause), whichever is applicable. Customer agrees that the regulations and
obligations in Exhibit U1 apply to all such Software and that the Software is adequately marked
when the Restricted Rights legend in Exhibit U1 is affixed to the Software media. Customer
further agrees that the Software has been developed entirely at private expense.
77. IPFfELLECTUAL PROPERTY RIGHTS
al HP will defend or settle any claim against Customer, (or third parties to whom Customer is
authorized by HP to resell or sublicense), that Products or Support (excluding Custom Products and
Custom Support), delivered under these HP Terms and Conditions of Sale and Service infringe a
patent, utility model, industrial design, copyright, trade secret, mask work or trademark in the
country where Products are used, sold or receive Support, provided Customer:
E16 Page d / 5
Revision Late 22nov1099 Revlsim Number 6
PAAWW Date 7 Match 2090
HEWLETT,
PACKARD
HP TERMS AND COMMONS OF SALE AND SMWCE
11 promptly notifies HP in writing; and
2) cooperates with HP in, and grants HP sole control of the defense or settlement
b) HP will pay infringement claim defense costs, settlement amounts and court- awarded damoges_ If
such a claim appears likely, HP may modify the Product, procure any necessary license, or replace
It. If HP determines that none of these alternatives is reasonably available, HP will refund
Customer's purchase price upon return of the Product if within one year of Delivery, or the
Product's net book value thereafter.
c) HP has no obligation for any claim of infringement arising from:
1) HP'S compliance with Customer's designs, specifications or instructions;
2) HP'S use of technical information or technology provided by Customer;
3) Product modifications by Customer or a third party;
41 Product use prohibited by Specifications or related application notes; or
5) use of the Product with products not supplied by HP.
d) These terms state We entire liability for claims of intellectual property infringement.
12. LNMMAMN OF LIABL17 Y AND MMEDM
a) Products are not specifically designed, manufactured or intended for sale as parts, components or
assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility.
Customer Is solely liable if Products or Support purchased by Customer are used for .these
applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or
liability in connection with such use.
b) To the extent HP is held legally liable to Customer, We liability is limited to:
1) payments described in Sections 8 and it above;
2) damages for bodily injury;
3) direct damages to tangible property up to a limit of u_5- 51,000,000;
41 other direct damages for any claim based on a material breach of Support services, up to a
maxima' of 12 months of the related Support charges paid by Customer during the period of
material breach; and
5) other direct damages for any claim based on a material breach of any other term of these HP
Terms and Conditions of Sale and Service, up to a limit of U.S.S1,000,000 or the amount paid to
HP for the associated Product, whichever is lose.
c) Notwithstanding Section 12 b) above, in no event will HP or its affiliates, subcontractors or
suppliers be liable for any of the following:
1) actual loss or direct damage that is not listed in 12 b) above;
21 damages for loss of data, or software restoration;
3) damages relating to Customer's procurement of substitute products or services (i.e., -cost of
cover*); or
91 incidental, special or consequential damages (including downtime costs or lost profits, but
excluding payments described in Section Ii above and damages for bodily injury).
d) THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES.
W. GENERAL
a) Transactions may be conducted through Electronic Data Interchange ("EDI ") or other electronic
methods, as agreed.
b) NP will not be liable for performance delays or for non - performance, due to causes beyond Its
reasonable control.
c) If either party becomes Insolvent, is unable to pay its debts when due, files for bankruptcy, is
the subject of involuntary bankruptcy, has a receiver appointed, or has Its assets assigned, the
other party may cancel any unfulfilled obligations.
E16 Page6t6
Revision Date 22nov-1999 Reviisz n Number 6
Pt910ng Date 7 March 2000
HKWLETTa
PACKAPO
HP TERMS AND CONDITIONS OF SALE AND SERVICE
d) Neither party may Assign any rights or obligations hereunder without prier written consent of the
other party.
e) Customer who exporter re- exports or imports Products, technology or technical data purchased
hereunderr assumea responsibility for complying with applicable laws and regulations, and for
obtaining required export and import authorizations. HP may suspend performance if Customer is in
violation of applicable regulations_
f) Disputes arising in connection with these HP Terms and Conditions of Sale and Service will be
governed by the laws of the country and locality in which HP accepts the order.
q) Provisions herein which by their nature extend beyond the termination of any sale or license of
Products or Support will remain in effect until fulfilled.
h) Those HP Terms and Conditions of Sala and Service and any Bxhibita constitute the entire agreement
between HP and Customer, and supersede any previous communications, representations or agreements
between the partiese whether oral or written, regarding transactions hereunder. Customer's
additional or different terms and conditions will not apply. Customer's purchase or license of
Products and Support will constitute Customer's acceptance of these HP Terms and Conditions of
Sale and Service, which may not be changed except by an amendment signed by an authorized
representative of each party.
Revision Date 22-aov-1PPP RevWon Number 8
Pthiting Date 7 Maw 2(W
0 0
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
SUB - AGREEMENT effective March 16, 2000, between PRC Public Sector, Inc., 1500 PRC
Drive, McLean, Virginia 22102 ( "PRC ") and City of Newport Beach Police Department,
( "Customer ").
1. SOFTWARE SYSTEM
For the purpose of this Sub - Agreement, the "Software System" shall mean the PRC
Computer Software System (Software System) identified in Exhibit A.
2. BASIC SOFTWARE SUPPORT SERVICES
a. With respect to the Software System, PRC agrees to perform, or cause to be
performed, the following maintenance services:
1. PRC will retain a complete copy of the Software System source code.
2. If during the term of this Agreement, (a.) the Customer discovers defects
in the Software System such that same will not perform in accordance
with PRC's design; (b.) the Customer notifies PRC of such defects; and,
(c.) such defects are reproducible, then PRC shall provide, or cause to
be provided, timely corrections of such defects. As applicable and
required, Customer shall be responsible for installing corrections to
individual Altaris workstations.
3. If problems arise concerning the Software System, PRC will provide a
reasonable amount of telephone assistance within the schedule and
charges stated in Exhibit B.
4. If Serious problems arise (see 3. Severity Leven and the Customer cannot
correct them by following system management procedures previously
supplied by PRC, PRC will provide assistance to restore the Software
System operations 24 hours a day, 365 days a year without additional
charge to the Customer.
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PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
b. With respect to the Software System, PRC will not perform, or cause to be
performed under the scope of this agreement, duties of database administration.
Database administration shall be the responsibility of the Customer. Should the
Customer request, in writing, PRC's assistance with database administration as
it pertains to the PRC Application Systems installed, PRC will endeavor to
provide database administration services at PRC's then current Time and
Material Rate, unless a Database Agreement is in place.
3. SEVERITY LEVEL
Problems that prevent the actual execution of a critical function of the Software System
specified in Exhibit A shall be defined as "Serious ". Serious system problems include:
a complete system outage;
b. the failure of a major portion of the database engine or message switching
system;
C. in CAD systems, the loss of a major portion of complaint receiving or dispatch
terminals;
d. in CAD systems, the inability to dispatch an area or areas;
e. in CAD systems, the loss of unit suggestion;
f. in CAD systems, the loss of the geographical validation applications;
g. in records systems, the failure of the INCIDENT or INTAKE modules;
h. loss of communications with the mobile data controller, other than such loss due
to malfunction occurring outside of the PRC system;
j. system response times doubling and continuing beyond fifteen (15) minutes,
other than such doubling due to malfunction occurring outside of the PRC
system.
4. RESPONSIBILITIES OF CUSTOMER
The obligations of PRC under this Agreement are conditioned upon:
a. Customer assigning a Coordinator to ensure that Customer's assignments in
connection with this Agreement are met, to coordinate appropriate schedules in
connection with PRC's services hereunder, and to serve to provide other
coordination activities which are necessary for PRC to perform its services
hereunder. As applicable and required, Coordinator shall also be responsible
for distributing Software System corrections to the individual Altaris
workstations.
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PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
b. Customer assigning at least two technically capable individuals, as required by
PRC to assist PRC in performing its services hereunder.
C. Customer performing system and file backup procedures as instructed by PRC.
d. Customer establishing an on -site dial -up line to enable PRC to remotely access
the Software System. Customer, in accordance with a schedule mutually agreed
upon by PRC and Customer, shall connect the dial -in modem, at customer's
cost and expense, in order to enable PRC to remotely access the Software
System. Customer shall also compile programs and run appropriate tests
following each remote access by PRC
e. Customer shall be responsible for controlling security and access to the
computer systems. The Customer shall connect the dial -in modem in a timely
manner to allow PRC to perform maintenance activities, and the Customer shall
provide the appropriate usernames and authorization codes to PRC whenever
maintenance work is to be done.
f. Customer shall not perform any modifications or enhancements to the Software
System or allow any person or entity not specifically authorized by PRC to
perform any modifications or enhancements to the Software System.
g. As applicable and necessary, during the term of the Master Maintenance
Agreement, and any subsequent extensions of the term, Customer shall provide
PRC with a verified copy of the Software System back -up, including Source
Code, on an annual basis, at no cost to PRC, for use in assisting the Customer
during disaster recovery efforts if requested.
h. It is the Customers sole responsibility for insuring System Management
Procedures are performed.
5. TERM
The term during which PRC shall be obligated to perform under Section 2 shall
commence March 16, 2000, and, unless terminated pursuant to the PRC MASTER
MAINTENANCE AGREEMENT shall continue for a period of five (5) years and four
months. PRC and Customer may, by mutual agreement in writing, renew the term or
any renewal thereof, for an additional period of one year.
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PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
6. LICENSE
With respect to each correction to the Software System furnished to Customer under
this Agreement, Customer is granted a non - exclusive, non - assignable, non - transferable
license to use such correction solely as appropriate as part of the Software System as
defined in the "License" Article of the Agreement for the System(s).
7. LIMITATION OF LIABILITY AND REMEDIES
a. Limited Warranty
PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR
IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE).
b. Limitation of Remedy
Customer agrees that PRC's liability hereunder for damages shall not exceed the
annual maintenance fee paid to PRC for the maintenance period in which the
cause of the action occurred.
C. Limitation of Damages
IN NO EVENT SHALL PRC BE LIABLE FOR ANY INDIRECT, CONSE-
QUENTIAL, INCIDENTAL OR TORT DAMAGES.
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PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
- EXHIBIT A -
SOFTWARE SYSTEM
The software system to be maintained under this Agreement including any unique technical
conditions are as follows:
The Customer's Computer Aided Dispatch as defined in the original Functional
Specification Document as submitted to and accepted by the Customer including any
additional contractual work performed by PRC Public Sector, Inc.
The Management Information System as defined in the original Functional Specifica-
tion Document as submitted to and accepted by the Customer including any additional
contractual work performed by PRC Public Sector, Inc.
The Customer's Police Records Management system as defined in the original
Functional Specification Document as submitted to and accepted by the Customer
including any additional contractual work performed by PRC Public Sector, Inc.
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PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
- EXHIBIT B -
SERVICES TO BE PROVIDED
Basic software service shall be provided five (5) days per week from 5:30 a.m. through 5:30 p.m. Pacific
Standard Time excluding PRC holidays (New Years Day, Martin Luther King Day, President's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving, Day After Thanksgiving and Christmas).
Calls made outside the above Basic service times will be billable at the rate of $600 per call for the first
four hours of consultation. Additional consultation will be billable at the rate of $150 per hour. Callers
outside the Basic service times with issues that are not of a critical nature will be informed that the above
charge will be imposed if the call continues.
However, if Serious problems arise (see 3. Severity Level) and the Customer cannot correct them by
following the system management procedures previously supplied by PRC, calls made outside of the
Basic service times will not be billable. In the event Customer has an issue after hours, and after
following established System Manager Guide procedures, it is undeterminable if it is a workstation issue
or a server issue and the Customer calls PRC for assistance, this too will not be billable.
In all other situations, the determination of whether an after -hours call, where service is provided, is
billable will be made solely by PRC.
2. ON DEMAND MAINTENANCE SERVICES - ODMS
ODMS is defined as forty (40) contiguous hours of PRC Programmer services on -site for the "PRC
installed system" (System). Services to be performed by the PRC Programmer are at the discretion of the
Customer. It is advisable to transmit to PRC, prior to the PRC Programmer arriving on site, a list of
work descriptions desired by the Customer. The ODMS to be performed by the PRC Programmer will
be on a "best effort" basis. If the work is not complete or task finished by the PRC Programmer at the
end of forty (40) hours, the Customer has the option to contract for additional ODMS or have PRC
complete the work on a "time and materials" (T &M) basis. The additional ODMS or T &M work will
have to be mutually agreed to and scheduled. ODMS work completed by PRC will then be transferred
and maintained under the Master Maintenance Agreement.
The current rate for ODMS work is $8,900 for a forty (40) hour block. This rate is subject to a
maximum increase of five percent (5 %) per year effective the start of the second year of the PRC
Maintenance Agreement. PRC will provide Customer with the applicable revised ODMS rate upon
request. Customer has the option not to have the PRC Programmer on site, but to perform the work via
remote dial -in. If Customer chooses this option, the price for ODMS does not change.
Authorized Options. (circle one)
On Demand Maintenance Service YES NO
Number of On Demand Maintenance service trips '
Document Prepared 09/12/00 smk0800.doc Page 6
Modification of PRC Master Maintenance Agreement
PRC Public Sector, Inc. (PRC) and the City of Newport Beach (City) entered into
an agreement on 3 -25 -96 that contained the PRC Master Maintenance
Agreement and Sub - Agreements in Appendix F.
Both PRC and the City desire to modify the original PRC Master Maintenance
Agreement and Sub - Agreements per Section V of Appendix F.
Both PRC and City agree to the PRC Master Maintenance Agreement and Sub -
Agreements prepared 9 -12 -2000, and incorporated here by reference.
City of Newport Beach
94")
Signature of Authq ized Representative
HDMgn L• 6 -I PA
PRC PUBLIC SECTOR, INC.:
Da iel t. Hiett
Vice President, Contracts
.Zt WOO oO
Printed Name Date
0 1 T t
Title
Date
• October 24, 2000 C 33�C
Item No. 13 (3��
CITY OF NEWPORT BEACH ..
POLICE DEPARTMENT
t i
I f CC T 4
October 24, 2000 i
APPROVED
TO: Honorable Mayor, Members of the City Council and City Manager
FROM: Bob McDonell, Chief of Police
Tim Riley, Captain, Support Services Division Commander
SUBJECT: Police Department Mission Critical Systems Master Maintenance
Agreement
Authorize the City Manager to approve and execute the Master Maintenance
Agreement between PRC Public Sector, Inc. and the Police Department for our
Computer Aided Dispatch System and Records Management System (hardware and
software), for a period covering March 16, 2000 through June 30, 2005. No additional
funds are being requested this fiscal year to implement the agreement.
BACKGROUND:
On August 28, 1995, the City Council unanimously awarded a bid to PRC Public Sector,
Inc. (PRC) for a Computer Aided Dispatch (CAD) and Records Management System
(RMS) for the Police Department as part of a Strategic Technology Plan. This bid
award included one -time hardware, software, training, and implementation costs. The
City Council also authorized "the Chief of Police to negotiate the acquisition and
implementation contracts, subject to approval by the City Manager and legal review by
the City Attorney" (see attached copy of minutes from City Council Meeting August 28,
1995 in Attachment A).
The Police Department successfully negotiated a contract with PRC for a new CAD and
RMS that was signed by the City Manager in March, 1996. The CAD system was
installed on May 4, 1998 and the RMS was installed over a period of time between
October 4, 1999 and March 15, 2000. A Master Maintenance Agreement was
contained in the original signed contract with PRC in Exhibit F of that document, listing
general recurring maintenance information. Although the document was part of the
original contract, it was not specifically signed because other required information to
complete the agreement was not available until both systems were fully operational.
The need for a Master Maintenance Agreement (AGREEMENT) for CAD and RMS
was identified from the beginning. The City Council approved the Police Department
PRC Master Maintenance Aftment •
Page 2
Strategic Technology Plan as recommended by our consulting firm, "The Warner
Group" and staff in June 1994, where recurring maintenance costs for CAD and RMS
were identified. The City Council also approved the original contract that contained a
master maintenance agreement for CAD and RMS. Costs related to the first full year of
the AGREEMENT were approved by the City Council in our current (fiscal year 2001)
budget. The remaining years covered by the AGREEMENT will be dealt with during the
normal budgeting process. The AGREEMENT was to begin when the warranty period
expired on the hardware and software on each system, however negotiations on the
amended provisions were not complete until just recently. Both systems are critical to
Police Department operations and they must remain in operation 24 hours per day, 7
days per week.
DISCUSSION:
The AGREEMENT proposed represents a modification to the original contract including
a specific list of equipment, costs for maintenance requests outside the warranty limits
and the rate for enhancements to both systems should they become necessary. A
copy of the AGREEMENT is attached for reference (See Attachment B).
The AGREEMENT was reviewed and approved as to form by Lieutenant Mike Hyams
(Police Department Legal Advisor) and Deputy City Attorney Robin Clauson. We
believe this AGREEMENT provides the necessary software and hardware maintenance
required to operate these mission critical systems 24 hours per day, 7 days per week
for the next five years.
CONCLUSION:
Based on the demonstrated need and contractual obligations, we recommend the City
Council approve the Master Maintenance Agreement between PRC Public Sector, Inc.
and the Police Department and authorize the City Manager to execute it.
Respectfully submitted,
Tim Riley
Support Services Division Commander
Attachments:
Approved-by,
Bob McDonell
Chief of Police
1. Copy of Minutes from City Council Meeting August 28, 1995.
2. Copy of Master Maintenance Agreement
SEP. -29' 00(FRU 10:46 CIT� B. F N. TEL:949�3039 P.002
CITY OF NEWPORT
BEACH
MINUTES
ROLL
CALL
.
�
~
}
oudoil
�
o
x
>0411
M
- -- - --
August 28, 1995
INDEX
34. Report from Chief of Police regarding police Dept/
1M6LEMENTATION OF STtATEGIC TECHNOLOGY strategic
PLAN /810 AWARD, Tech Plan/
Bid Award
Police Chief McDonelf addressed the Councl giving C -3088 138 )
an overview of the needs assessment plan, etc., and
after evalualing the bid responses, asked for Council
to approve the recommendations contained In his
report. .
The City Manager, In response to Council Inquiry as
regards obsolescence, advised that a review was
done by the Acting MS Manager Paul Malkemus to
insure that the plan complies with the C8y-wlda
I
standards beiina used which were adooled
opproximotely three years ago for on of the
departments to make sure )hat the kind of
equipment the City purchases In the future Is, In foot,
compotibie with other sorts of uses and that the kinds
of software and hardware being purchased
m1nim0.es obsolescence. Pertaining to the funding
Issue of the two posilions In recommendation )g). If
the people are not continually trained to ma*W?A
the use of (hose computers, the City wIll not be
•
gattfng full utnlzation of the equipment. Both of
these positions will be added now and, over time,
will replace anticlpaled departures wlihtn the
organization.
Peter Tan. 51123 Lido Sands Drive, addressed the
Counc7 and stated that he is In suppad of the
foregoing praposol. which will update the Police
Department's Communications system as over tlme
the money spent for this system w9 result In their
being able to process data quickly and more
effectively.
Motion
X
Mogan Wqt made tot
All Ayes
1. Approve the following recommendations subject
to the most cent- e90eltvs. muWyear financing or
arranged by the Admin6traLlve services (Finance)
Director and approved by the CI►y Manger.
Authorize the Chief of Fake to negotiate the
acqubRlon and implementation eoMraels, subject
to approval by the City Manager and legal review
by the City Allorney. No additional funds are being
requested this fiscal yew, other than the $440.000
which Is already set aslde few the first year's costs to
Implement the Strategic Technology Pion In the
Depadmeel's budgeted '95 - -'96 /Wet Fode9ure
funds and the Coplfd Budget;
volume 47 • Page 390
SEP. -29' 00(FRI) 10 :46
CITY
WOF N. B.
OF NEWPORT
TEL :94443039
BEACH
P. 003
ROLL
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rnl�
6
.104
9
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A
d
z
o
August 20, 1995
INDEX
a) Relatn the Warner Group to assist In contract Police Dept/
•
negolfallons at a cost of $16,075; system Strategic
Implementation and performance testing for the Tech Plan/
Computer Aided Dispatch and Records Hid Award
Management Systems of a test u $95,000;
system Implementaean far the Jul Management
System of o god of $14,904; and system
Implementation for the Mabee Data Terminal
Project at a cost of $24,356. AD costs are billed
only as the lime Is expended and represent the
maximum estimates for the projects;
b) Award bid to PIC Public Sector, lno., of a cod
of $1,40.03S to purchase a replacement
Computer Aided plsprdch System and Records
Management System, Including one time
ran g, an
Implemenlallon costs;
c) Award bid to 'Computer Deductions, Inc.; at
a cost at $112,916 to purchase a replacement
Tall Management System (Including one time
hardware, soNware, Installation, training, and
Implementation costs), consistent with The
Warner Group's recommendalfom
d) Authorize the expenditure of up to $920,00(11 for
the phased replacement of Incompatible
computer worlalatlons, printers, nehvoddng
equipment and necessary soNware, consistent
with The Wnmer Group's recommendation:
e) Authorize the expenditure of $31,200 for
leasing of Mobile Data Terminal access from the
City of Srse for a period of six (6) months during
thfr nscd year, and a one time start up cod of
$40,000. Authorize the potential expenditure of
$53,000, Including sales fax Io purchase a
second radio repeater for the Mobile Data
Temnlnd System N found necessary during the
project Implementation (radio repealer coverage
maps from 'Motorola' prepared during project
design are inconclusive);
Q Authorize the expenditure of $329,000 to
purchase 40 Mabee Dale Terminals for the
Department's marked police vehkles. Costs
Include hardware, software, Installation, sales fax,
and trelnfng; and
is
Volume 49 • Page 309
5EP. -29' 00(FR1) 10 :41
CITY
CI�OF N. B.
OF NEWPORT
TEL :949 3039
BEACH
MINUTES
P. 004
ROLL
CALL
2
cc
6$p
o�
August 26, 1996
INDEX
g) Consistent with The Warner Group's Police Dept/
recommendation, approve two (2) podlions tar Strategic
the Pollee Department fComeuler Systems Tech Plan/ _
Technician and Ao4Bcallons Anglystfrrolne rl to Bid Award
421141 In ImPlemehlallah and malatenance of the
new systems. Both of these podflons am based
upon existing classelcallons In the CWs
personnel system and w11 he funded for the
remainder of this Nicol year through salary
savings In the 1995.1996 Police Depadmeat
budget.
Meeling adjourned at 1"Ir p.m., In Memory of Ph0 Tozer.
long-time owner of Davey's locker and the Balboa
Pavmon, who passed away July 20, 1995,
The agenda for this meeting was posted on August 23,
1995 ul 12:20 p.m., and Supplemental Agenda was posted
on August 25, 1995, of 12,25 p.m., on the Bulletin Board
located oulslde of the City of Newport Beach
Adminbtrallon Bullding.
•
A n Y_0` - 1
Ys__J/ �
Mayor
ATTEST:
a��pd'4T
O�
4CI,rk
r1
U S
�41FOV,
Volume 0 - Page 390
• 1 •
Modification of PRC Master Maintenance Agreement
PRC Public Sector, Inc. (PRC) and the City of Newport Beach (City) entered into
an agreement on 3 -25 -96 that contained the PRC Master Maintenance
Agreement and Sub - Agreements in Appendix F.
Both PRC and the City desire to modify the original PRC Master Maintenance
Agreement and Sub - Agreements per Section V of Appendix F.
Both PRC and City agree to the PRC Master Maintenance Agreement and Sub -
Agreements prepared 9 -12 -2000, and incorporated here by reference.
City of Newport Beach
Signature of Authorized Representative
Printed Name
Title
Date
PRC PUBLIC SECTOR, INC.:
Daniel M. Hiett
Vice President, Contracts
Date
9 0
PRC MASTER MAINTENANCE AGREEMENT
This Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation,
with an office at 1500 PRC Drive, McLean, Virginia 22102, hereinafter referred to as "PRC ",
and the City of Newport Beach Police Department, hereinafter referred to as "Customer'.
1. SCOPE OF AGREEMENT
PRC will provide the following services:
• Services provided for by the PRC Software Maintenance Sub - Agreement, (copy
attached), which includes PRC provided software as shown on Exhibit A of the
Software Agreement.
• Services provided for by the PRC /Hewlett Packard Maintenance Sub - Agreement
(copy attached), which includes HP provided maintenance for HP Hardware,
operating system software and /or certain third party equipment.
The above shall be referred to as a sub - agreement.
2. TERM OF AGREEMENT
The term of this Agreement shall commence on March 16, 2000 and shall continue for
a term of five (5) years and 4 months.
3. TERMINATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
year by the Customer for payments due under this Agreement for the current or any
succeeding fiscal year, and the Customer notifies PRC in writing 90 days in advance of
such non - funding, the Agreement shall terminate with no further financial obligation of
the Customer with respect to payment of obligations due after 90 days from the date of
such notice.
4. TERMS AND CONDITIONS
In the event of a conflict, the terms of this Agreement shall take precedence over the
terms and conditions of the sub - agreements.
5. PRICE AND PAYMENT
The Customer shall pay the amount labeled "Total Due," with respect to the period
identified, in Exhibit "A" (attached). ,
Document Prepared 09/12/00 mmk0800.doc Page 1 of 4
0 •
PRC MASTER MAINTENANCE AGREEMENT
The fees for Software Maintenance shall be paid annually in advance. Per call and
block time charges, if selected as options in Item 2 of Exhibit B of the PRC
SOFTWARE MAINTENANCE SUB - AGREEMENT, will be invoiced after the service
is performed.
The fees for PRC /HP Maintenance shall be paid monthly in advance.
Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the
responsibility of the Customer and will be added to the invoices.
Payment terms are net thirty (30) days from date of invoice. PRC reserves the right to
charge interest for late payments at the rate of one and one -half percent (1.5 %) per
month.
6. AMENDMENT OF THIS AGREEMENT
The Customer reserves the right to make changes which would include alterations,
deviations, additions to or deletions from the scope of work of this Agreement, as may
be deemed by the Customer to be necessary or required for the proper completion of
the whole work contemplated.
Any such changes will be set forth in an Amendment/Changes Orders to this
Agreement which will specify the change in work to be performed and any
increase /decrease in compensation due PRC for such work.
7. NOTICES
S.
Any notice required to be given by the terms of this Agreement shall be deemed to
have been given when the same is sent by certified mail, postage prepaid, or courier
service to the respective parties as follow:
Customer: PRC: PRC Public Sector, Inc.
Daniel M. Hiett
Vice President - Contracts
1500 PRC Drive
McLean, Virginia 22102
PRC is an independent contractor under this Agreement, and not an employee or agent
of Customer. All payments hereunder shall be made to PRC Public Sector, Inc. No
deductions shall be made from the payments provided for under Article V above for
any reason including taxes, workman's compensation or insurance.
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9 0
PRC MASTER MAINTENANCE AGREEMENT
9. ENTIRE CONTRACT
This Agreement and attached Sub - Agreement(s) represent the entire and integrated
agreement between the parties hereto and supersedes all prior and contemporaneous
negotiations, representations, understandings, and agreements, whether written or oral,
with respect to the subject matter hereof. This Agreement may be amended only by
written instrument signed by the parties hereto.
City of Newport Beach Police PRC PUBLIC SECTOR, INC.:
Department:
Signature of Authorized Representative
Printed Name
Title
Date
�� _ )
Daniel M. Hiett
Vice President, Contracts
Date
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PRC MASTER MAINTENANCE AGREEMENT
Exhibit 'A'
Price and Payment.
Document Prepared 09/12100 mmk0800.doc Page 4 of 4
PRC/HP MAINTENANCE SUB - AGREEMENT
This Sub - Agreement is entered into between PRC Public Sector, Inc., 1500 PRC Drive, McLean,
VA 22102, (hereinafter referred to as "PRC ") and, City of Newport Beach Police Department,
(hereinafter referred to as "Customer ").
PRC is an authorized dealer of computer products, services and distributed software of Hewlett
Packard (HP) Corporation (hereinafter referred to as "HP "). PRC hereby sells to Customer, the
maintenance services of HP for the described HP products, appropriate third party products and/or
HP operating system software on the terms and conditions as follows:
I. TERM OF SUB - AGREEMENT
This Sub - Agreement shall be valid from March 16, 2000. This Agreement shall be valid for five (5)
years and 4 months from the effective date. This Sub - Agreement may be terminated according to the
terms of the PRC MASTER MAINTENANCE AGREEMENT.
H. SCOPE OF MAINTENANCE
The services to be performed by HP are as detailed on the HP Service Description attached as Exhibit
"A" hereto, and made a part hereof, for all purposes. It is understood that PRC is selling the HP level
of service as shown on said Service Description. Should HP at any time alter any of the terms,
conditions, or services offered under such Description such changes shall automatically become part
of this Sub - Agreement. Should Customer not be able to comply with such changes, Customer may
terminate this Sub - Agreement with ninety (90) days prior written notice to PRC. PRC will provide
a reasonable amount of troubleshooting during regular business hours to determine if problem is
hardware or software related.
M. EQUIPMENT SERVICES
The equipment, which shall be maintained under this Sub - Agreement, is as described on Exhibit "B"
attached hereto and made a part hereof, for all purposes. Equipment is eligible for service under this
Sub - Agreement provided it is in good operating condition and HP's serviceability requirements and
site environmental conditions are met.
IV. HP STANDARD TERMS
This Sub - Agreement is subject to the terms of HP's current published U.S. Standard Terms and
Conditions, a copy of which is attached as Exhibit "C" hereto. Should HP at any time alter such
Standard Terms and Conditions, this Sub - Agreement shall be deemed to have incorporated such
alterations into Exhibit "C ".
Document prepared September 12, 2000 HMK0800.doc Page 1
• •
PRC/HP MAINTENANCE SUB - AGREEMENT
V. PRC MASTER AGREEMENT
This Sub - Agreement is subject to the terms and conditions of a PRC Master Maintenance Agreement,
and the terms and conditions of such Master Maintenance Agreement shall prevail in the event of a
conflict with the terms of this Sub - Agreement.
Document prepared September 12, 2000 HMK080O.doc Page 2
Exhibit "X'- Price and Payment*
City of Newport Beach Police Dept.
Period No. 1: March 16, 2000June 30, 2000
HP Hardware /Software Support
PRC Basic Software Maintenance:
CAD:
Oracle
Total Due Period No. 1:
Period No. 2: July 1, 2000June 30 2001
HP Hardware /Software Support
PRC Basic Software Maintenance:
CAD:
RMS:
Oracle
Total Due Period No. 2:
Period No. 3: July 1, 2001 - June 30, 2002
• Newport Beach Police Dept.
Exhibit "A" Price and Payment
$6,456
$6,227
$3,533
$16,216
$35,652
$21,510
$4,889
$11,130
$73,180
HP Hardware /Software Support
$36,331
PRC Basic Software Maintenance:
CAD:
$23,661
RMS:
$21,510
Oracle
$11,687
Total Due Period No. 3: $93,188
Period No. 4:July 1, 2002 -June 30, 2003
HP Hardware /Software Support
$37,349
PRC Basic Software Maintenance:
CAD:
$26,027
RMS:
$23,661
Oracle
$12,271
Total Due Period No. 4: $99,309
Period No. 5: July 1, 2003- June 30, 2004
HP Hardware /Software Support $39,047
PRC Basic Software Maintenance:
CAD: $28,630
RMS: $26,027
Oracle $12,885
Total Due Period No. 5: $106,589
exha0800 revised 9 -8.xis Page 1
Period No. 6: July 1, 2004 - Jun *O, 2005 • Newport Beach Police Dept.
Exhibit "A" Price and Payment
HP Hardware /Software Support $40,745
PRC Basic Software Maintenance:
CAD: $32,925
RMS: $29,931
Oracle $13,529
Total Due Period No. 5: $117,130
exha0800 revised 9 -8.xls Page 2
PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT A
to
PRC/HP Maintenance Sub - Agreement
(See attached HP Service Descriptions.)
®HEWLETT*
PACKARD
HP SYSTEM SUPPORT SERVICE
.EXHIBIT An
BP system support lnncluding Critical Systems support), Business Continuity Support, and Telecom Critical
Support services .('NP system support service") are governed by this exhibit and the RP Terms and
Conditions Of Sale and Service er HP Business Terms.
1. SeMees tndWad
RP System Support service provides the following features for RP systems and specified non -BP systems.
Not all of the features are offend with every service or supported system. Included and optional
features for NP System Support service will be provided pursuant to the specifications set out in the
applicable attached specifications sheet. Some service features have prerequisites. service features may
include one or more of-the following:
• Hardware support
♦ Hardware call -to- repair cdaaitmeut
• Weekday and after -hears software assistance
• Flexible tall submittal
• Hemste support, including RP Predictive Support software
• Unhanced remote support
• License to Use software Updates
• Software madia and documentation
• RP Electronic support center
• Telecom platform tall- to-reatOration
• Escalation management
• Preventive maintenance
• Operations checkup
• Critical care services
• Priority - system recovery
• Righ Availability observatory (selected products)
• Network support
• Complete network documentation and configuration inventory
• Smote network support tools
• HP Fault Notifies (selected products)
• Installation, configuration, and verification of systems and network
• Installation of software updates
• lip PowerPatch tapes (selected products)
• Patch management assistance
• Ope)rational- reviews
• Interoperability review (selected products)
• System release planning seminars or operating system update planning
• Assigned NP support team, which may include one or more of the following: assigned NP technical
COnaultent, assigned HP account support engineer, assigned NP Response Center engineer, assigned HP
coatenec engineer. assigned Project Implementation Manager, and assigned HP contract administrator
• Media retention
• Extended Hardware coverage
• Par -call services
• Technical consulting topics
• Training (subject to local availability)
2 pnsegtdahss
HP reserves the right to mks the final judgment as to whether Customer adequately meets the
prerequisites for NP system Support services outlined in this exhibit.
a. mtinimum system Configuration. Except for systems capable of diagnostic self -test, HP System
support service requires, at a minimum, that a system include a central processing unit (CPO), a
Peripheral capable Of reading standard RP diagnostics and verification tests, and a peripheral
that allows RP to interact fully with the covered products.
b. Ohi.foia tbverage. A11 products constituting the minimum system configuration must be covered under
the same RP system support service and at the same hardware service level.
e. Coonmotars and fables. All products covered Under BP system Support service must be interconnected
by cables or connectors listed in the appropriate manutacturer's documakation as compatible with
the CPO. For products that do not meet this requirement, service is available at MP's standard
service rates.
Revision Date Olact 1999 Revision Number 2
®HEWLETT*
PACKARD
d. sortwase Support. All HP systems for which execution of diagnostic tests is softwars-dependent
mat, at a mini— , be covered by an HP System Support service that provides periodic software
updates.
a. CCSerage Rsquirassnte. for HP system Support service orders that include software support, all
systcbs (including PC Server systems) supported by one system manager, except PC clients, must be
covered by a contractual HP software support service. However, for RF System Support service
orders for PC servers that include software support, all PC servers supported by one system
manager most he covered by a contractual HP software support service.
f. (light to Copy Doamentatim. Costumer may copy documentation updates for use with other systems
covered by an HP System Support service that provides software support.
q: Software Uosoaas. Customer can purchase HP System Support service only for software for which
Customer has rightfully acquired an appropriate software license.
h. Software and Duemsotstion Updatme, for each software product covered under HP System support
service, Customer oust select, if applicable, at least one copy of software and documentation
updates by designating the appropriate media options. This prerequisite does not apply to PC
systems, except PC software whose functionality depends on software that resides on systems
covered by HP System support service.
1. Dsaigmagd Csllere and 2=4 -44 Rsgaizsssats. The following contacts for HP must be designated and
trained through completion of the appropriate HP training courses as defined by HP: system manager
and alternate, after normal business hours authorised caller; It applicable, network operator and
alternate; if applicable, application software manager sad alterzater and if applicable,
additional $P Response Center callers. Only the designated callers cam-use the HP Response Center.
J. Ordering options. For HP System Support service that provides software support, Customer must
r- -^•��� ^� �- +rte- -- - -rr- -• ___. -� r -_ - - -- _r��. -. �__ - _____._- __ -�__ -- - r- ______ -.
maxlmnao number of users for the supported HP system, and application software.
k. Causal Order gees-. The HP System Support service central order group must have Daly one system
manager and include the system with the fastest processor speed and largest number of users. Both
the central order group and add -on order groups mat be of the saga HP or now-UP product family
and must have the sere system manager.
1. Remote sr -pert. For RP to provide remote support, Customer must give authorisation and provide
access to a qualified modem, as well as access to one voice-grade telephone line and one data -
quality telephone line or network with terminations near the systm. For support using either the
High Availability Observatory or remote network support tools, Customer must allow SP to install
and provide HP adequate space for and access to an aP -owned workstation or PC, as well as provide
a dedicated ISDN line and an Internet e-mail connection, and for High Availability Observatory, an
HP or Customer-owned router. For support using HP Fault Notifier, Customer suet provide Internet
email connectivity. For HP Network Availability Monitoring, custamer oust provide a dedicated WAN
connection to HP that has *bandwidth of at least 56 Kilobits per second. For services with a call
to repair Ccmnitment on network interconnect devices, Customers must also provide an alternative,
non - dedicated data - quality telephone line and madam or a network connection to the console port of
the network device. If RP cannot access a system remotely, HP may Verge standard service rates if
on -site service is needed.
a. SP bleatronla support Canter. HP Electronic Support Center is available via the World Ride Web.
With a Web browser, Customer can access the RP Electronic Support Canter. Ftp access Is required
for some electronic services. Designated Callers who submit RP Response Center calls via SP
Electronic Support Center must meet the aame training requirements as the system manager. Use of
WP Support Tools available via the Electronic Support Center requires agreement to the HP Support
Tool License Terms.
n. Winismas Network Configuration. Customer must have at least one system on the network covered under
UP System Support service.
o. Country boundaries. All systems supported by one system manager must be located within the same
country.
p. bligibility. For certain coverage levels and support offerings, Customer mat suet the UP-
specified minimum monthly billing to be eligible.
3. Se;ylce LhnftUom
a. Hardware, Beftware, and Network support. Any services involving hardware, software, or network-
related problems not covered by the contractual service ordered will be subject to NP's standard
service rates.
Revb an Daft 01ott•1080 Revblm Number 2
9
IMHEWLETT"
PACKARD
HP SYSPEM SUPPORT SERVICE
0
b. M&3d-- OH Limitations. Products operated in excess of their maximum usage rate (as specified in
a product's data sheet or operating mannal) cannot be covered by HP System Support service, but
can be serviced at AP's standard service rates.
e. Obsolete Products. HP may cover obsolete hardware and software products that are beyond their
specified support period using reasonable efforts as determined by HP.
d. Lwterfaew and Accessories. HP may cover cables, connectors, accessories, and interfaces under the
same hardware service level purchased for the products with which they are used.
a. supported Software Persians. Unless otherwise specified by HP, RP provides contractual support
only for the current version and immediately preceding version of HP software, and only when the
software is Used with hardware that is included in HP- specified configurations. Tf support
coverage lapses, additional fees may be required to casume support coverage. HP will support
specified versions of selected aon-BP software, but will not support the software any longer than
the vendor supports it. For non -Hp software, HP provides contractual support only for software
versions that are documented as supported on specified configuration.
f. Hon -RP Sofhrarm. Support for arm-HP software covered by HP contractual support services is
limited, Unless otherwise specified by HP, to telephone assistance and, if available to RP from
the third -party software vendor, patches, workarounds, and updates. lip's decision on how long to
offer HP support for selected versions of nou -SP software is final.
V. waarB Students. HP is mot liable for the performanct or nonperformance of third -party hardware or
software vendors, their products, or their support services, including design flaws in and /or
incompatibility with nom -RP products.
h. W Softmerm on Mon-UP systems. HP System Support service for specified UP software products Used
problem reporting, Hp Hleetronic support Center information access and call submittal, License to
Use software updates, and patches.
S. Ssealation sdnagonant. on -site assistance for critical software problems is limited to systems
Supported by one System manager and situated within a 12.5 Mile (20 kilometer) radius of each
other. Software problems with systems situated beyond this limit that require on -site assistance
will be subject to additional charges at HP's standard service rates.
j. Access to the RP VAspaaes center. HP Response Center use is limited to the system manager for the
operating system and subsystem software; if applicable, the network operator for the network; if
applicable, the application software managers) for each family of HP application software; and.
if purchased, the After -hours coverage system manager, and additional HP Response Center callers.
In the absence of any of these managers, the HP Response Center is available to their designated
alteruatbs.
k. Somme Cc" support. For HP source code software covered under HP System Support service,
assistance is limited to problems that can be duplicated on the current version of the object code
of the particular software. HP charges Customer at SP's standard service rates for may other
assistance required.
1. Sp Predictive Support, RP High Availability Observatory, and UP Sault ltetifier (Selected
Products). RP is not responsible if HP Predictive Support software, RP High Availability
Observatory, or RP Fault Notifier does not identify, track, or remedy system or peripheral
problems prior to actual occurrence.
s. ltetwork software coverage without Network support. support for HP network software that provides
multivendor node connectivity is limited to product -usage and problem - solving assistance and
software update materials, unless network support is purchased.
U. Travel somas. Customer sites located beyond 100 miles (160 kilometers) of a primary HP Support
Responsible Office may be subject to travel charges, longer response times, reduced restoration or
repair commitments, and reduced coverage hours as specified in RP•s worldwide Customer Support
Travel and Office Directory. Availability of some coverage levels is based on distance from a
Primary HP support Responsible Office.
o. exclusions. RP system support service does not include implementation assistance (except for
Telecom Critical Support) or assistance that involves program development, coding, isolation
coding problems, date recovery regardless of the cause of data 1033 or hardware malfunctions, and
problems or investigation time relating to the use of privileged mode code on HP 1000 systems.
RP System support service does not include consulting unless a consulting option has been
purchased. RP System Support service is not a substitute for any formal training offered by HP.
P. Availability. Some HP System Support service features and coverage levels are subject to local
availability.
6 Page S / 7
Revision Date 01-na -1660 Revision Number 2
0 •
1BHEWLETT*
PACKARD
HP SYSTEM SUPPORT SERVICE
q. eonsa0blas, Osar Replaceable parts, Red Maintmmoa Site. RP system support services do not
include the provision and installation by SP of consummbles, user replaceable parts or maintenance
kits.
4. Cud~ftaPoTaN HMS
a. Product List. Customer mast maintain and provide to RP a current list of products supported under
HP System Support service.
b. aoeeae. Customer must provide SP with the following;
1) access to the products covered under RP System Support service
2) Adequate working Space and facilities within a reasonible distance of the products
S) Aeces$ to and no* of all information, internal resources, and facilities determined necessary
by HP to service the products
4) Per the Scheduled support level, Customer must designate a single work azea acceptable to RP at
Customer site. This area mast include shelves or racks for 4ncosing and outgoing products,
adsgeate open bench Work space, adequate poser and lighting, and access to a telephone. Before
having a product serviced under the scheduled support level, Customer mast:
a) Maintain a written log of model number, serial nmiber, and currant failure symptoms and be
,prepared to provide this information to Up upon request before the scheduled visit.
b) Locate all failed units to be zepaired during a scheduled visit -at the designated work area
before the MP customer engineer arrives.
.- .rkdoy -be e a t to provide information regarding
the number and type of products requiring repair.
e. Operating Proaadurae. Customer must follow routine operating procedures as specified in the
manufacturers' product operating manuals.
d. Osage -Level Chasgas. Customer moat allow SP to install or remove usage meters on specified
electromechanical device$. Osage charges may be charged separately.
•. eisgooetic(141ntaunw Sottwava (Selected products). Customer most allow HP to keep system and
network diagnostic and maintenance programs resident m customer's system or site for the
exclusive purpose of performing diagnostics and maintenance. Prior to submitting a software
problem report to RP, Customer may be required to assist SP in running these HP- supplied programs.
Customers with RP Righ availability Observatory or with RP Predictive Support software must use
the eleckronic data transfer capability it provides to inform RP of events identified by the
software. Customer acknowledges that Customer has no ownership interest in diagnostic hardware or
software provided by HP and that HP may remove these diagnostic programs and say HP -owned modems,
Workstations or PCs, network devices, or remote access device* upon termination of RP System
support service.
f. Service Requests. Prior to placing a service request with RP, customer may be required to run Re-
supplied diagnostic programs.
q. Revision Levels. Customer =at maintain all associated system hardware and firmware, except PC
Systems. at the latest RP- specified configuiation and code revision level. For PC systems, -
Customer most maintain all associated system hardware and firmware at a revision level specified
by RP. Customers must maintain SP- supported non -RP software at a code revision level specified by
RP.
h. Teleeemnieations charges. Customer is responsible for all telecommunications charges associated
with using RP Electronic Support Center and with installing and maintaining ISDN links to RP
Response Centers.
L. Temporary Proeadaraa. Customer Is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sought.
J. Year 2000 preparation. Customer must enure that its environment is Year 2000 compliant. RP system
Support service coverage is limited to the ability of RP branded products specified as Year 2000
compliant to correctly process, provide, or receive date data (i.e., representation* for month,
day and year) . customer must promptly apply and test in its environment all Year 2000 updates and
patches made available by RP. HP System Support service does not cover the inability of products
not manufactured by RP and non - compliant RP products to correctly process, provide, or receive
date data or the inability of these products to properly exchange date data with any products
covered by HP System Support service.
Revision Dam 01oct -1000 Revidon Nmber2
inHEWL.ETTO
PACKAPD
His SYSTEM SUPPORT SERVICE
L Soft woo Lk~ and copyrights
a. Updataa.
1) HP grants Customer a License to Use software updates provided by HP under an HP system Support
service that provides software support.
2) Io addition, HP grants customer a License to Use and copy one copy of the updates received from
HP for each RP software product license for which Customer has purchased an HP System Support
service that provides software support. The license to topy updates en additional systems is
not available for HP 9000 Series 1500 systems.
5) Customer agrees that the Lice"* to One and copy the updates is governed by the RP Software
License Sena in effect on the date HP ships the update to Customer. said HP Software License
Terms are hereby made a part of this exhibit.
Is. UP Update osnmrship. Customer acknowledges that it does not own and boa no right to, title to, or
interest in the updates except as set forth in the HP Software License Term.
a. Cepyrigbt and Trademark Notices. Customer agrees to reproduce and conspicuously affix copyright
and trademark notices from the original software or documentation on each copy of an update that
Customer makes or obtains from an electronic data source, such as HP Hlectrotic Support Center.
t. Mumve ddrNsheor%coverege
The following.. additional terms and conditions apply to orders for at System support service that
include multivender network coverage.
user :.z�yr._Hp -hai daoE� wrking relationships with select vendors, know as Affiliates, who
assist in the delivery of multivendor support. For purposes of AP's appointment as a Special Agent
during multivendor coverage, Non - Affiliate refers to other vendors of products in Customer's
network.
Is. vexfosaanee of Affillatr and at is not liable for pactoxmance or nonperformance
of Affiliates and Non - Affiliates, their products, or their support services.
a. Operational Netaofk. Customer's astmck mat be Verified by Hp as fully operational before RP
System Support service, including network coverage, begins. This prerequisite is automatically met
It coverage commamtea upon completion of Hp's network configuration services. Otherwise,
HP performs verification at RP's standard service rates.
d. Sappneted Camaeiieme. All network connections and products covered under RP System Support
service with network coverage mat be agreed upon by HP.
a. earvlew eegwsts. Prior to or after placing a servita request with HP, Customer will run RP or
non -HP product or network diagnostic self -test programs, as appropriate. customer moat then
contact the appropriate product vendor if a specific product is found to be at fault. upon request
from RP daring a service call, Customer will enable, operate, or disable the Rp-to -RP and /or Rp-
to- non -HP CPR data ca®mazications subsystem products.
f. Network Imfosmatton. Customer scut identify current product version numbers and system
configuration information for all products on-the network. Customer must notify HP when major
-
topology changes occur on the network.
g. Nom -Cup Service Osntsecls. To take advantage of HP System Support service benefits, Customer must
purchase service contracts from Affiliates and Non - Affiliates that maintain appropriate support
service levels for non -iiP products.
7. Warranty Matatenanbs ManagesneM
RP provides warranty maintenance management for designated noo -HP hardware produces if HP is
appointed as a Special Agent as set out in section S during the warranty period of the non -HP
product. For purposes of RP's appointment as a Special Agent during warranty maintenance management,
Non - Affiliate refers to manufacturers of the designated non -HP hardware products, or authorized
service providers for such manufacturers who are obligated to provide services during warranty.
L Appobdbnard of W sus Spacial Agent
!base terms and conditions are effective only when HP offers and Customer appoints RP as a special
Agent in dealing with specified Hon - Affiliates during multivendor problem management or during
warranty maintenance Management, as evidenced by execution of an attachment to this exhibit. This
attachment is provided by HP when necessary.
B FW5 /7
Revidor Date 01at -1099 Revhdon Number 2
(jam HEWLETT*
�7J PACKARD
BP SYS mm sumRT SERVICE
a. scope of Agency. Upon appointment, Custemer authorises RP to represent customer in dealings with
specified Ron- Affiliates in the process of network fault isolation and problem resolution, or
managamut of a service Call during the warranty period for non -RP hardware products. RP's
authority to represent Customex is limited to the following activities:
1) RP directly contacts No - Affiliates for the purpose of (a) initiating a service call by a Ron -
Affiliate for remote or on -sits assistance with Customer's network and equipment, or (b)
requesting Ron - Affiliate's (specified in Appendix a to the appointment attachment for warranty
maintenance management) pesiarmance of its obligations only duzinq the warranty period.
2) RP directly follows up with Ron - Affiliates throughout the network problem resolution process or
until the non -RP hardware warranty problem is resolved.
3) UP facilitates communication among Ron - Affiliates and between RP and Roo-Affillates in the
process of network fault isolation and problem resolution.
b. Relationship betweoom parties. This appointment will not:
1) be construed to create the relationship of employer and employee partnership or joint venture
between RP and Customer or its employees.
2) Preclude RP from acting as a special Agent for multivendor problem management for other
parties, or from performing warranty maintenance management for non -SP products for other
parties.
3) Preclude RP from continuing in the business of multivendor problem management, even if Customer
is also-An the business of providing similar services.
a) Allow SP or eustomr to ute
C. customer Raspons -14ties for Appointasat.
1) In order to appoint RP as a special Agent, custamar.must sign the attachment provided by RP.
2) Customer must write letters of notification to specific Ron - Affiliates listed in the appendix
of the appropriate attachment. These letters must explain the scope of agency and a copy rust
be sent to RP. The appendix can only be modified in writing upon mutual agreement of both
parties.
3) Customer =at provide RP with a list of non -RP products on the network, including their
respective names, model numbers, serial numbers, and firmware and software revision numbers,
along with copies of applicable support contracts for these products.
a) customer must provide RP with, and keep current, a list of the Non - Affiliate contacts and a
list of the non -RP hardware products for which RP will provide warranty maintenance management,
including products' numbers, products' serial numbers, dates of purchases /delivery, warranty
period and service level, and, if applicable, software license and revision numbers.
5) Customer meat provide RP with a copy of the warranty terms and conditions applicable to all
non -RP hardware products, and a copy of "treaty entitlement, such as the proof of purchase,
validating warranty for non -RP hardware products for which RP will provide warranty maintenance
management.
6) Customer must provide to RP in writing all information that my have a direct effect on the
operation or cost - effective maintenance of the network, or on the warranty maintenance
m nagement of non -RP hardware products.
7) customer understands the limited scope of Re's authority as a Special Agent and agrees not to
obligate RP beyond the terms and conditions set out in this exhibit.
9) customer is solely responsible for dealing directly with Boa- Affiliates concerning any
transaction that requires a purchase order for non -Re support services.
9) Customer must sebmit a service claim during warranty if a Ron - Affiliate requires such a
submission directly from Customer.
d_ miscellaneous.
1) 13mttation of Liability. RP is not liable for any damage or claims Wade against Customer or RP
that axe caused by Customer's failure to perform its obligations under Section S or by service
contracts with Ron - Affiliates.
5 Page 6/ T
Revision Date 03ec61999 Revises, Nun%ber 2
0
HEWLETT•
PACKARD
HP SYSTEM SUPPORT SERVICE
2) Indemnity. Customer agrees to indemnify and hold RP harmless from any liability, expense, or
loan, including attorneys' fees, incurred as a result of any claim that my be made against RP
by any third parties that arise out of H'P•s discharge of authorised duties as stated here or
Customer's failure to perform its obligations Under Section a of this exhibit or the service
costratt with such third parties. The indemnities provided here will survive termination of
this exhibit.
P. Mfwepansmn.
a. aP Product Slnaanty VP9M1dm- if HP System Support Service that provides hardware support is
ordered with the initial purchase or lease of RP hardware products with a 90 day on -site warranty
or 1 year return -to-Hp warranty, the service level ordered or the warranty coverage level,
whichever provides the better service level, will be provided during the on -site warranty period.
A 1 year return -to-HP warranty must be converted to a 90 day on -site warranty to qualify. Days of
coverage and on -site response times can be upgraded for an additional charge during the warranty
period for most hardware products.
b. SwbmoatiantOre. Notwithstanding anything to the contrary in RP Term add Conditions of Sale and
Service, RP reservea the right and Costumer consents to We use of subcontractors to assist in
the provision of RP System Support Service as HP dens appropriate'. without notice to Customer.
o. Misplacement Parts. Replacement parts provided under Np System Support Service may include new
Parts, equivalent to new parts, parts that are functionally equivalent to or better than the
replaced part, or whole unit replacements. Replacemnt parts guy or soy not be manufactured in
Trade Agreement Act compliant countries.
d. Warranty Status of rMn-W Products_ Ron -RP products will be serviced is accordance with this
Agreement, irrespective of warranty status.
e. RP Sigh Availability Cbsersatory. For support which includes the RP High Availability Observatory
(RAO) Equipment, customer must comply with the terms and conditions of the HAO Attachment to this
txhibit.
S page ? /7
Revision Dale 01ott -1909 Revision Number 2
PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT B
to
PRC/HP Maintenance Sub - Agreement
(See attached the listed equipment to be maintained along with model no.,
serial no. and monthly HP list maintenance charges).
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9
PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT C
to
PRC/HP Maintenance Sub - Agreement
(See attached HP US Standard Terms and Conditions.)
ac0 EXHIBIPT�
HP MUS AND CONDITIONS OF SALE ANA SERVICE
HP'S sale of Products and Support and RP's license of Software are governed by thee, HP 7eres and
Conditions of Sale and Service.
1. DEFf1(Tum
a) "Delivery" means standard HP shipping to and arrival at the receiving area at the "Ship 7o"
address in the country where Customer's order is placed, unless otherwise indicated on the
quotation.
b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products
or Support.
c) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that
are determined by HP to be available from HP upon receipt of Customer's order. - Custom Products-
mans Products modified, designed or manufactured to meet Customer requirements.
d) "Software" means one or more programs capable of operating on a controller, processor or other
hardware Product ("Devito^). Software is either a separate Product, included with another Product
(- Bundled Software`), or fixed in a Device and not removable In normal operation ('Firmware ").
e) "Specifications" means specific technical information about HP Products which is published in HP
Product manuals and technical data sheets in effect on the date HP ships Customer's order.
f) "Support` means hardware maintenance and repair; Software updates and maintenances training; and
other standard support Services provided by HP. "Custom Support" means any agreed non-standard
Support, including consulting and custom project secviee$.
2 PRICES
-Sac cry c arges, unless otherwise indicated on the quotation, and are valid for
the period indicated on the quotation or for the applicable purchase agreement ordering period,
whichever expires first. Prices remain valid for 180 days from the original order date unless
otherwise indicated on the quotation. Change orders that extend Delivery beyond those validity
periods become new orders at prices in effect when HP receives the change orders. Support prices,
except for Custom and prepaid Support, may be changed by HP upon 60 days written notice.
b) Prices are exclusive of, and Customer will pay, applicable sales, use, service, value added or
like taxea, unless Customer has provided HP with an appropriate exemption certificate for the
Delivery jurisdiction.
a) All orders are subject to acceptance by HP. Product orders mat specify Delivery within 180 days
from order date, unless otherwise agreed or indicated on the quotation.
b) Customer will specify Ship To addresses within the country where the order is placed, unless
otherwise agreed.
cl Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge_
Customer will pay all charges for returning Products to HP's shipping location if Product orders
are cancelled after shipment.
4. DELIVERY
HP will make reasonable efforts to meet Customer's Delivery requirements. If HP is unable to meet
Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such
agreement, Customer's sole remedy is to cancel the order.
t. SHIPMENT AND RISK CF LOSS
HP will ship according to HP's standard commercial practice, and risk of loss and damage will pass to
Customer at Ship To address. If special packing or shipping instructions are agreed, charges will be
billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to
Customer's carrier.
G. INSTALLAMM AND ACCWTANCE
a) Product installation information is available with Products, on quotations or upon request.
Installation by HP, when included in the purchase price, is complete when the Product passes We
installation and test procedures.
Revision Date 22 nov�1999 Revision Nuad)w B
Pr3ntes Date T Marrb2006
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
b) rot Products with installation included in the purchase price, acceptance by Customer occurs upon
completion of installation by HP. For Products without Installation Included in the purchase
price, acceptance by Customer occurs upon Delivery, and will be presumed unless Customer
demonstrates within 10 days after Delivery that the Product does not pass UP's established test
procedures or programs.
C) If Customer schedules or delays installation by HP more than 30 days after Delivery, Customer
acceptance of the Produetial will occur on the 31st day after Delivery.
7. PAYMENT
al Payment terms are subject to HP credit approval. Payment is due 30 days from "P'a invoice date.
Invoices for contractual support services and maintenance will be issued in advance of the Support
period_ HP may change credit or payment terms at any time when, in HP's opinion, Customer's
financial condition, previous payment record, or the nature of Customer's relationship with HP so
warrants.
b) HP may discontinue performance if Customer fails to pay any sum due, or fails to perform under
this or any other HP agreement if, after 10 days written notice, the failure has not been cured_
e) Title to hardware Products will pass upon the later of full payment or Delivery of Products.
S. WARRANTY
al Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from HP will receive the -et
a
------- eaet�er- naves- eueF r ue s to another country where HP has Support presence, then Customer will
receive the destination country standard warranty.
cl Customer may receive a different warranty when the Product is purchased as part of a system. HP
reserves the right to change the warranty. such changes will affect only new orders.
dl The warranty period begins on the date of Delivery, or the data of Installation. if installed by
HP. If Customer schedules or delays installation by HP more than 30 days after Delivery, the
warranty period begins on the 313t day after Delivery.
e) If Customer transfers a Product to another user, warranty service is available to that user for
the remainder of the warranty period_
f) HP warrants HP hardware Products against defects In materials and workmanship. HP further
warrants that HP hardware Products conform to Specifications. These warranties do not include
periodic recalibratfon (recommended for some HP Products), unless specifically covered In the
warranty terms for such Products.
g) HP warrants that Software will not fail to execute its programming instructions due to defects in
materials and workmanship when properly 'installed and used on the Device designated by HP. HP
further warrants that HP owned standard Software will substantially conform to Specifications. HP
done not warrant that Software will operate in hardware and software combinations selected by
Customer, or meet requirements specified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
i) HP warrants that each HP hardware, software, and ftrware Product delivered under these HP Terms
and Conditions of Sale and Service will be able to accurately process date data (including, but
not limited to, Calculating, comparing, and sequencing) from, into, and between the twentieth and
twanty -first centuries, and the years 1999 and 2000, including leap year calculations, when used
In accordance with the Product documentation provided by NP (including any instructions for
installing patches or upgrades), provided that all other products (e.g. hardware, software,
firmaece) used in combination with such HP Product(a) properly exchange date data with it. It the
Specifications require that specific HP Products must perform as a system in accordance with the
foregoing warranty, then that warranty will apply to those HP Products as a system, and Customer
retains sole responsibility to ensure the Year 2000 readiness of its information technology and
business environment. The duration of this warranty extends through January 31, 2001. To the
extent permitted by local law, this warranty applies only to branded HP Products and not to
products manufactured by others that may be sold or distributed by HP. This warranty Section 6 1)
applies only to HP Products shipped after July D1, 1996. The remedies applicable to this section,
6 f), are those provided in Section 6 1) below. Nothing in this warranty will be construed to
limit any rights or remedies provided elsewhere in these HP Terms and Conditions of Sale and
Service with respect to matters other than Year 2000 compliance.
EIS Paye216
Revision Date 2Znov -1969 Revision Number 6
PrhAlna Irate 7 March 2609
• •
®HEWLETT*
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HP TERMS AND CONDMONS OP SALE AND SERVICE
]) If HP receives notice of defects or non - conformance to hardware Specifications, or substantial
non- wnformanee to HP owned standard Software Specifications during the warranty period, HP will,
at its option, repair land recalibrate only as necessitated by repaira), or replace the affected
Products. If HP is unable, within a reasonable time, to repair, replace or correct a defect or
non - conformance in a Product to a condition as warranted, Customer will be entitled to a refund of
the purchase price upon prompt return of the Product to HP. Customer will pay expenses for return
of such Products to HP. HP will pay expenses for shipment of repaired or replacement Products.
kl HP warrants that HP Support will be provided in a professional and workmanlike manner. HP will
replace, at no charge, parts which are defective and returned to HP within 10 days of delivery.
1) Sane newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
m) The above warranties do not apply to defects resulting from improper or inadequate meintenance or
calibration by Customer; Customer or third party supplied software, interfacing or supplies;
unauthorized modification; improper use or operation outside of the Specifications for the
Product; abuse, negligence, accident, loss or damage In transit; improper site preparation; or
unauthorized maintenance or repair.
n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
S. SUPIPCRT
a) Customer may order Support from HP's then_cur __t_St.p� _zi..or- Same — Support —ta
r uc s may not be available in all countries. Orders for Support are subject to the teems of
the Support Exhibit or quotation In effect on the date of order.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's
reasonable opinion, in good operating condition.
c) HP may, at no additional charge, modify Products to improve operation, supportability and
reliability, or to meet legal requirements.
d) Relocation of Products is Customer'a responsibility. Relocation may result in additional Support
charges and modified service response times. Support of Products moved to another country is
subject to availability.
e) HP will provide Support for products not supplied by HP when approved by HP In writing. HP will
provide Support for HP Products when Customer allows HP to perform modifications if requested by
HP under Section 9. c) above. Customer is responsible for removing any products not eligible for
Support to allow HP to perform Support services. If Support services are made more difficult
because of such productls), HP will charge Customer for the extra work at HP's standard rates.
f) Support does not cover any damage or failure caused by:
1) use of non -HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation by
Customer, work or modification by people other than HP employees or subcontractors, or other
causes beyond HP's central; or
s) inability of any non -HP products In Customer's environment to correctly process, provide or
receive date data (i.e., representations for month, day, and year), and to properly exchange
data data with the Products supplied by HP.
g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer files, data or programs. Customer will have a representative present when HP
provides Support services at Customers site. Customer will notify HP if Products are being used
in an environment which poses a potential health hazard to HP employees or subcontractors; HP say
require Customer to maintain such Products under HP supervision.
h) Customer may delete Products under Support or cancel Support orders upon 30 days written notice_
Upon 60 days written notice, HP may cancel support orders or delete Products no longer included in
HP's Support offering.
10. LICENSES
-Use- means storing, loading, installing, executing or displaying Software on a Device.
Revision Due 22.nov-1999
�j7 HEWLETTO
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HP TERMS AND CONDITIONS OF SAIZ AND SERVICE
(.- I I .
-Software License" means the Use authorization In) for the Software specified by HP in its quotation,
Lnvoice or other documentation. Each Software License has a corresponding License Fee.
"License Fee" means the fee or fees designated by HP for Use of Software. Different License Feea may
apply to particular Software if more than one Software License is available for that Software.
a) In return for the License Fee, HP grants Customer a non - exclusive license to Use the Software
listed in Customer's order in conformance with the applicable Software License. Details of the
types of Software Licenses offered are available from HP on request. If no Software License is
specified, than, In return for the applicable fee, HP grants Customer a license to Use one copy of
the Software on one Device at any one time. All Software Licenses will be perpetual unless
terminated, transferred or otherwise specified.
If Customer is an HP authorized reseller, Customer may aublicenae the Software to an end -user for
Its Use, or (1f applicable) sublicense the Software to an HP authorized reseller for subsequent
distribution to an end -user for its Use. These subllcenses must incorporate the terms of this
Section to in a written sublicense agreement, which will be made available to HP upon request.
b) Unless otherwise permitted by HP, Customer may only make copies or adaptations of the Software for
archival purposes or when copying or adaptation is an essential step in the authorized Use of the
Software on a backup Device, provided that copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.
c) Customer must reproduce all copyright notices in or on the original Software on all permitted
copies or adaptations. Customer may not copy the Software onto any public or distributed network.
d) Bundled Software or Firmware provided to Custome y._only_.be_ used- when-operating Tree 'aseoea ed
— Device -1n configurations as so or subsequently upgraded by HP. Customer my transfer Firmware
only upon transfer of the associated Device.
e) Updatea, upgrades or other enhancements are available under HP Support agreements. HP reserve,
the right to require additional licenses and fees for Use of the Software on upgraded Devices.
fl The Software is owned and copyrighted by HP or by third party suppliers. Customer's license
confers no title or ownership and is not a sale of any rights in the Software, its documentation,
or the media on which they are recorded or printed. Third party suppliers may protect their
rights in the Software In the event of any infringement.
gl Customer will not disassemble or decompile the Software without HP's prior written consent. Where
Customer has other rights under statute, Customer will provide HP with reasonably detailed
information regarding any Intended disassembly or decompilation_ Customer will not decrypt the
Software unless necessary for legitimate use of the Software.
h) Customer's Software License is transferable subject to NP's prior written authorization and
payment to HP of any applicable fees. Customer will immediately upon transfer deliver all copies
of the Software to the transferee. The transferee must agree in writing to the terms of
Customer's license. ALI license terms will be binding on involuntary transferees, notice of which
is hereby given. Customer's license will automatically terminate upon transfer.
L) HP may terminate Customer's or any transferee's or sublicensee's Software License upon notice for
failure to comply with any applicable license terms. Immediately upon termination, the Software
and all copies of the Software will be destroyed or returned to HP. Copies of the Software that
are merged into adaptations, except for individual pieces of data In Customer's or transferee's or
sublicensee's data base, will be removed and destroyed or returned to HP. With HP's written
consent, one copy of the Software may be retained subsequent to termination for archival purposes.
J) If the Software is licensed for use in the performance of a U.S. government prime contract or
subcontract, Customer agrees that Software 10 delivered as "Commercial computer software" as
defined in DEARS 252.227 -7011 (Jun 1995) or as a "commercial Item" as defined In FAR 2.101(a), or
as "Restricted computer software" as defined In FAR 52.227 -19 (Jun 19571 (or any equivalent agency
regulation or contract elausel, whichever is applicable. Customer agrees that the regulations and
obligations in Exhibit US apply to all such Software and that the Software is adequately marked
when the Restricted Rights legend in Exhibit Ul is affixed to the Software media. Customer
further agrees that the Software has been developed entirely at private expense.
It. INTELLECTION. PROPERTY RR#ITS
a) HP will defend or settle any claim against Customer, (or third parties to whom Customer is
authorised by HP to Isbell or sublicense), that Products or Support (excluding Custom Products and
Custom Support), delivered under these HP Terms and Conditions of Sala and service infringe a
patent, utility model, industrial design, copyright, trade secret, mask work or trademark In the
country where Products are used, sold or receive Support, provided Customer:
Revision Date 22aov1999 lt"4,4 nNumber0
Pdntbs( Date 7 Mach 2909
®NEWLETTe
PACKARD
HP TERMS AND CONDITIONS OF SALE AND SERVICE
11 promptly notifies HP in writing; and
2) cooperates with HP in, and grants HP sole control of the defense or settlement.
b) HP will pay infringement claim defense coats, settlement amounts and court- awarded damages. If
such a claim appears likely, HP may modify the Product, procure any necessary license, or replace
St. If HP determines that none of these alternatives in reasonably available, HP will refund
Customer's purchase price upon return of the Product If within one year of Delivery, or the
Product's net book value thereafter.
cl HP has no obligation for any claim of infringement arising irmet
1) HP'S compliance with Customer's designs, specifications or instructions;
2) HP's use of technical information or technology provided by Customer;
3) Product modifications by Customer or a third party;
1) Product use prohibited by Specifications or related application notes; or
5) use of the Product with products not supplied by HP.
d) These terms state HP's entire liability for claims of intellectual property infringement.
m UMRATION of UAB1UTY AND REMEIES
a) Products are not specifically designed, manufactured or intended for sale as parts, components or
assomblle_s_ for thhlan_L t.. rt,..., ae y.
ustomer is solely liable if Products or Support purchased by Customer are used for .these
applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or
liability in Connection with such use.
b) To the extent HP is held legally liable to Customer, We liability is limited to:
1) payments described in Sections 8 and 11 above;
21 damages for bodily injury;
31 direct damages to tangible property up to a limit of u_5- 51,000,000;
m) other direct damages for any claim based on a material breach of Support services, up to a
maximum of 12 months of the related Support charges paid by Customer during the period of
material breach; and
5) other direct damages for any claim based on a material breach of any other term of these HP
Terms and Conditions of Sale and Service, up to a limit of U.S.SI, ODD,000 or the amount paid to
HP for the associated Product, whichever is less.
c) Notwithstanding Section 12 b) above, to no event will HP or its affiliates, subcontractors or
suppliers be liable for any of the following:
1) actual lose or direct damage that is not listed in 12 b) above;
21 damages for loss of data, or software restoration;
3) damages relating to Customer'a procurement of substitute products or services )i.e., •coat of
cover-); or
l) incidental, special or consequential damages Sincluding downtime costs or lost profits, but
excluding payments described in Section 11 above and damages for bodily injury).
d) THE REMEDIES IN THESE HP TERNS AND CONDITIONS OF SALE AND SERVICE ARE CUSTCHER'S SOLE AND
EXCLUSIVE REMEDIES.
13. GENERAL
e) Transactions may be conducted through Electronic Data Interchange )•tDI•) or other electronic
Methods, as agreed.
b) HP will not be liable for performance delays or for non - performance, due to causes beyond its
reasonable control.
C) If either party becomes Insolvent, is unable to pay its debts when due, files for bankruptcy, is
the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the
other party may cancel any unfulfilled obligations.
Els pagests
Revision !late ZZw 1999 Revkim Number S
PrindU Date T Marc, 200D
U
®HEWLETT•
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HP TEAMS AND CONDITIONS OF SUE AND SERVICE
E
d) Neither party may &&sign any rights or obligations hereunder without prior written consent of the
other party.
e) Customer who exports, re- exports or imports Products, technology or technical data purchased
hereunder, assumes reaponsibillty for complying with applicable laws and regulations, and for
obtaining required export and Import authorizations. HP may suspend performance if Customer is in
violation of applicable regulations.
f) Disputes arising in connection with these HP Terms and Conditions of Sale and Service will be
governed by the laws of the country and locality in which HP accepts the order.
q) Provisions herein which by their nature extend beyond the termination of any sale or license of
Products or Support will remain in effect until fulfilled.
h) These HP Terms and Conditions of Sale and Service and any Exhibits constitute the entire agreement
between HP and Customer, and supersede any previous communications, representations or agreements
between the parties, whether oral or written, regarding transactions hereunder. Customer's
additional or different terms and conditions will not apply. Customer's purchase or license of
Products and Support will constitute Customer's acceptance of theme HP Terms and Conditions of
Sale and Service, which my not be changed except by an amendment signed by an authorized
representative of each party.
Revision Dats'G.00v -1999 Revision Number
pdntin6 Date 7 Mwch Plwr)
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
SUB - AGREEMENT effective March 16, 2000, between PRC Public Sector, Inc., 1500 PRC
Drive, McLean, Virginia 22102 ( "PRC ") and City of Newport Beach Police Department,
( "Customer ").
1. SOFTWARE SYSTEM
For the purpose of this Sub - Agreement, the "Software System" shall mean the PRC
Computer Software System (Software System) identified in Exhibit A.
2. BASIC SOFTWARE SUPPORT SERVICES
a. With respect to the Software System, PRC agrees to perform, or cause to be
performed, the following maintenance services:
1. PRC will retain a complete copy o t e o tware ystem source c e.
2. If during the term of this Agreement, (a.) the Customer discovers defects
in the Software System such that same will not perform in accordance
with PRC's design; (b.) the Customer notifies PRC of such defects; and,
(c.) such defects are reproducible, then PRC shall provide, or cause to
be provided, timely corrections of such defects. As applicable and
required, Customer shall be responsible for installing corrections to
individual Altaris workstations.
3. If problems arise concerning the Software System, PRC will provide a
reasonable amount of telephone assistance within the schedule and
charges stated in Exhibit B.
4. If Serious problems arise (see 3. Severity Level) and the Customer cannot
correct them by following system management procedures previously
supplied by PRC, PRC will provide assistance to restore the Software
System operations 24 hours a day, 365 days a year without additional
charge to the Customer.
Document Prepared 09/12/00 smkO800.doc Page 1
9 0
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
b. With respect to the Software System, PRC will not perform, or cause to be
performed under the scope of this agreement, duties of database administration.
Database administration shall be the responsibility of the Customer. Should the
Customer request, in writing, PRC's assistance with database administration as
it pertains to the PRC Application Systems installed, PRC will endeavor to
provide database administration services at PRC's then current Time and
Material Rate, unless a Database Agreement is in place.
3. SEVERITY LEVEL
Problems that prevent the actual execution of a critical function of the Software System
specified in Exhibit A shall be defined as "Serious ". Serious system problems include:
a
b. the failure of a major portion—of-the database engine or message switching
system;
C. in CAD systems, the loss of a major portion of complaint receiving or dispatch
terminals;
d. in CAD systems, the inability to dispatch an area or areas;
e. in CAD systems, the loss of unit suggestion;
f. in CAD systems, the loss of the geographical validation applications;
g. in records systems, the failure of the INCIDENT or INTAKE modules;
h. loss of communications with the mobile data controller, other than such loss due
to malfunction occurring outside of the PRC system;
j. system response times doubling and continuing beyond fifteen (15) minutes,
other than such doubling due to malfunction occurring outside of the PRC
system.
4. RESPONSIBILITIES OF CUSTOMER
The obligations of PRC under this Agreement are conditioned upon:
a. Customer assigning a Coordinator to ensure that Customer's assignments in
connection with this Agreement are met, to coordinate appropriate schedules in
connection with PRC's services hereunder, and to serve to provide other
coordination activities which are necessary for PRC to perform its services
hereunder. As applicable and required, Coordinator shall also be responsible
for distributing Software System corrections to the individual Altaris
workstations.
Document Prepared 09/12/00 smk0800.doc Page 2
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
b. Customer assigning at least two technically capable individuals, as required by
PRC to assist PRC in performing its services hereunder.
C. Customer performing system and file backup procedures as instructed by PRC.
d. Customer establishing an on -site dial -up line to enable PRC to remotely access
the Software System. Customer, in accordance with a schedule mutually agreed
upon by PRC and Customer, shall connect the dial -in modem, at customer's
cost and expense, in order to enable PRC to remotely access the Software
System. Customer shall also compile programs and run appropriate tests
following each remote access by PRC
e. Customer shall be responsible for controlling security and access to the
computer systems. The Customer shall connect the dial -in modem in a timely
manner to allow PRC to perform maintenance activities, and the Customer s
provide the appropriate usernames and authorization codes to PRC whenever
maintenance work is to be done.
f. Customer shall not perform any modifications or enhancements to the Software
System or allow any person or entity not specifically authorized by PRC to
perform any modifications or enhancements to the Software System.
g. As applicable and necessary, during the term of the Master Maintenance
Agreement, and any subsequent extensions of the term, Customer shall provide
PRC with a verified copy of the Software System back -up, including Source
Code, on an annual basis, at no cost to PRC, for use in assisting the Customer
during disaster recovery efforts if requested.
h. It is the Customers sole responsibility for insuring System Management
Procedures are performed.
5. TERM
The term during which PRC shall be obligated to perform under Section 2 shall
commence March 16, 2000, and, unless terminated pursuant to the PRC MASTER
MAINTENANCE AGREEMENT shall continue for a period of five (5) years and four
months. PRC and Customer may, by mutual agreement in writing, renew the term or
any renewal thereof, for an additional period of one year.
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6.
7.
0
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
LICENSE
With respect to each correction to the Software System furnished to Customer under
this Agreement, Customer is granted a non - exclusive, non - assignable, non - transferable
license to use such correction solely as appropriate as part of the Software System as
defined in the "License" Article of the Agreement for the System(s).
LIMITATION OF LIABILITY AND REMEDIES
a. Limited Warranty
PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR
IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE).
b. Limitation of Remedy
Customer agrees that PRC's liability hereunder for damages shall not exceed the
annual maintenance fee paid to PRC for the maintenance period in which the
cause of the action occurred.
C. Limitation of Damages
IN NO EVENT SHALL PRC BE LIABLE FOR ANY INDIRECT, CONSE-
QUENTIAL, INCIDENTAL OR TORT DAMAGES.
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PRC SOFTWARE MAINTENANCE SUB - AGREEMENT
- EXHIBIT A -
SOFTWARE SYSTEM
The software system to be maintained under this Agreement including any unique technical
conditions are as follows:
2.
The Customer's Computer Aided Dispatch as defined in the original Functional
Specification Document as submitted to and accepted by the Customer including any
additional contractual work performed by PRC Public Sector, Inc.
The Management Information System as defined in the original Functional Specifica-
tion Document as submitted to and accepted by the Customer including any a Shona
contractual work performed by PRC Public Sector, Inc.
3. The Customer's Police Records Management system as defined in the original
Functional Specification Document as submitted to and accepted by the Customer
including any additional contractual work performed by PRC Public Sector, Inc.
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0
PRC SOFTWARE MAINTENANCE SUB- AGREEMENT
- EXHIBIT B -
SERVICES TO BE PROVIDED
1. Basic software service shall be provided five (5) days per week from 5:30 a.m. through 5:30 p.m. Pacific
Standard Time excluding PRC holidays (New Years Day, Martin Luther King Day, President's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving, Day After Thanksgiving and Christmas).
Calls made outside the above Basic service times will be billable at the rate of $600 per call for the first
four hours of consultation. Additional consultation will be billable at the rate of $150 per hour. Callers
outside the Basic service times with issues that are not of a critical nature will be informed that the above
charge will be imposed if the call continues.
However, if Serious problems arise (see 3. Severity Level) and the Customer cannot correct them by
followi pg the astern mans ement procedures previously supplied by PRC, calls made outside of the
Basic service times will not be billable. In the event Customer has an issue after hours, and after
following established System Manager Guide procedures, it is undeterminable if it is a workstation issue
or a server issue and the Customer calls PRC for assistance, this too will not be billable.
In all other situations, the determination of whether an after -hours call, where service is provided, is
billable will be trade solely by PRC.
2. ON DEMAND MAINTENANCE SERVICES - ODMS
ODMS is defined as forty (40) contiguous hours of PRC Programmer services on -site for the "PRC
installed system" (System). Services to be performed by the PRC Programmer are at the discretion of the
Customer. It is advisable to transmit to PRC, prior to the PRC Programmer arriving on site, a list of
work descriptions desired by the Customer. The ODMS to be performed by the PRC Programmer will
be on a "best effort" basis. If the work is not complete or task finished by the PRC Programmer at the
end of forty (40) hours, the Customer has the option to contract for additional ODMS or have PRC
complete the work on a "time and materials" (T &M) basis. The additional ODMS or T &M work will
have to be mutually agreed to and scheduled. ODMS work completed by PRC will then be transferred
and maintained under the Master Maintenance Agreement.
The current rate for ODMS work is $8,900 for a forty (40) hour block. This rate is subject to a
maximum increase of five percent (5 %) per year effective the start of the second year of the PRC
Maintenance Agreement. PRC will provide Customer with the applicable revised ODMS rate upon
request. Customer has the option not to have the PRC Programmer on site, but to perform the work via
remote dial -in. If Customer chooses this option, the price for ODMS does not change.
Authorized Options. (circle one)
On Demand Maintenance Service YES NO
Number of On Demand Maintenance service trips
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