HomeMy WebLinkAbout13 - Police Department Critical Systems Master MaintenanceCITY OF NEWPORT BEACH
POLICE DEPARTMENT
October 24, 2000
October 24, 2000
Item No. 13
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
RECOMMENDATION:
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 Agreement
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,
-2� (�;
tai
Tim Riley, Capn
Support Services Division Commander
Attachments:
Approv y,
Bob McDonell
Chief of Police
1. Copy of Minutes from City Council Meeting August 28, 1995.
2. Copy of Master Maintenance Agreement
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34. Report from Chief of Pollee regarding POlice Dept/
IMPLEMENTATION OF STBATEGIC TECHNOLOGY Strategic
PLAN /BID AWARD, Tech Plan/
Bid Award
Police Chief McDonell addressed the Council. plying C -3068 (38)
an overview of the needs assessment plan, ate.. and
after evaluating the bid re3ponsesr asked for Council
to approve the recommendatlons contained In his
report.
The City Manager, In response to Council inquiry as
regards obsolescence, advised that a review was
done by the Acting MIS Manager Paul Molkemus to
insure that the plan compiles with the C"cla
standards being used which were adopted_
approximotely three years ago for all of the
departments to make sure that the kind or
equipment the City purchases In the future h, In fact
compatible with other soft of uses and that the kinds
of software and hardware being purchased
minlmbes obsolescence. Pertaining to the funding
Issue of the two aosilions In recommendatlon tg). If
the people ore not continually trained to maxln*e
the use of those compuiers, the City will not be
•
getting full utillmillon of the equipment. Both of
these posltlom will be added now and, over time,
will replace antlelpated departures within the
orgonhatlon.
Peter Ton. 5023 Lido Sands Drive, addressed the
Council and slated that he is In support of the
foregoing proposal. which will update the Police
Department's communications system as over time
the money spent for this system will result In their
being able to process data quickly and more
effectively.
Notion
x
Motion wqr made to:
All Ayes
1. Approve the following mcomtn►ndollons subject
10 the most cost - effective. mufti-yew financing as
arranged by the Administrative Services (Finance)
Director and approved by the City Manager.
Authorise the ChIN of Police to negonde the
aequbtron and Implementation contracts, subject
to approval by the City Manager and legal review
by the CRY Allomey. No additional funds are being
requeded this fiscal year, other than the $440,000
•
which Is already %of aside lair the first year's costs to
Implement the Strategic Technology Plan In the
Departmehl's budgeted '95 '96 Asset Forfeiture
funds and the Copnnl Budget;
Volume 47 • Pape 388
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a) Retain The Warner Group to assist M contract Police Dept/
nagoifations of a cost of $16,875: system Strategic
Implementation and performance testing for the Tech Plan/
Computer Aided Dispatch and Records Bid Award
Management Systems at a cost of 595.000;
system implementation for the Jog Management
System at a cost of $14,904: and system
Implementation for the Moble Data Terminal
Project at a cost of $22,356. Ali costs are b01ed
only as the time Is expended and represent The
maximum estimates for the projects:
b) Award bid to PIC Public Sector, Inc.. at a cost
of $1.440,035 to purchase a replacement
Computer Aided Wspalch System and Records
Management System, Including one time
--
- �r , m q , ro n ng, an
Implementation costs
c) Award bid to "Computer Dedvctlons, Inc..' at
a cost at $112,916 to purchase a replacement
Jali Management System Qnclvding one time
hardware, software. Installation, training, and
Implementation costs), consistent with The
Warner Group's recommendalion;
•
d) Authorize the expenditure of up to $320.000 for
the phased rePlocement of Incompatible
computer workstations, pdnlms, networking
equipment and necessary software, consistent
With The Warner Group's recommendation:
o) Authorize the expenditure of $31.200 for
leasing of MobBe Data Terminal access from the
City of Brea for a period of six (6) months during
this Racal year, and a one time start up cod of
$40,000. Authorize the potential expenditure of
$53.000. Including sales tax, to purchase a
second radio repealer for the Mobile gala
Terminal System It found necessary during the
project Implementation (radio repealer coymage
maps from 'Motorola" prepared during project
design are Inconclusive);
f) Authorize the expenditure at $329.000 to
purchase 40 Mobile Data Terminals for the
Department's marked ponce vehicles. Costs
Include hardware. software. Installation, sales tax,
and Irglnfng: and
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DJ Consistent with The Warner Group's
POlice Dept/
recommendation, approve two (2) positions for
Strategic
the Pollee Department (Comoulel Systems
Tech Plan/
Technician and AppOcallons Angllyst/Trolnerl to
Bid Award
assist In Implementation and maintenance of the
new sysfems. Both of these positions we based
upon exbling classifications In the Cfly's
personnel system and wm be lunded for the
remainder of this fiscal year through salary
savings In the 1995.1999 Pollee Department
budget.
Meeting adjourned at 10:07 p.m.. In Memory of Phil Tozer.
long•tkne owner of Davey's locker and the Balboa
Pavilion. who passed away July 20, 1995.
The agenda for this meeting was posted on August 23,
1995 al 1220 p.m., and Supplemental Agenda was posted
on August 25, 1995, of 12:25 p.m„ on the Bulletin Board
located ouldcle of the City of Newport Beach
Adminbiraflon Building.
Mayor
ATTEST:
City Clerk
. V T
�CrFppts`r
Volume 47 - Page 390
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
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 mmkOgOO.doc Page I of 4
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
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:
8. 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.
Document Prepared 09/12/00 mmk0800.doc Page 2 of 4
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 Authorized Representative
Printed Name
Title
Date
'lei B'1' 1 1 '
PRC PUBLIC SECTOR, INC.:
Daniel M. Hiett
Vice President, Contracts
Date
Document Prepared 09/12/00 mmk0800.doc Page 3 of
PRC MASTER MAINTENANCE AGREEMENT
Exhibit "A"
Price and Payment:
Document Prepared 09/12/00 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.
III. 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 IRVIK0800.doc Page 2
Exhibit "A" - Price and Payment
Citv of Newport Beach Police Dept.
Period No. 1: March 16, 2000 -June 30, 2000
HP Hardware /Software Support
PRC Basic Software Maintenance:
CAD:
Oracle
Total Due Period No. 1:
Period No. 2: July 1, 2000 -June 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
$21,51 D
$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.xls Page 1
Period No. 6: July 1, 2004- June 30, 2005
HP Hardware /Software Support
PRC Basic Software Maintenance:
CAD:
RMS:
Oracle
Total Due Period No. 5:
Newport Beach Police Dept.
Exhibit "A" Price and Payment
$40,745
$32,925
$29,931
$13,529
$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.)
® C oe _EACHIBiT'T
IT SYSTEM SU"DRT SERVICE
HP System Support (including Critical Systems Support) , Business Continuity Support, and Telecom Critical
Support services .( -HP System Support service'I are governed by this exhibit and the HP Terms and
Conditions of Sale and Service or HP Business Terms.
1. O*rvkes Included
HP System Support service provides the following features for HP systems and specified non-RP systems.
Not all of the features are offered with every service or supported system. Included and Optional
features for HP System Support service will be provided pursuant to the specifications set Out in the
applicable attached specifications sheet. Some service features be" prerequisites. Service features may
include one or more of -the following:
• Hardware support
• Hardware call -to- repair commitment
• Weekday and after -hours software assistance
• Flexible call submittal
• Remote support, including HP Predictive Support software
• Enhanced remote support
• License to Use software updates
• Software modis and documentation
• BP Electronic Support Center
• Telecom 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 Rotifier (selected products)
• Installation, configuration, and verification of systems and network
• Installation of software updates
• HP PowerPatch tapes (selected products)
• Patch management assistance
♦ operational-reviews
♦ Interoperability review (selected products)
♦ System release pluming seminars or operating system update planning
♦ Assigned HP support team, which may include one Or more of the following: assigned HP technical
consultant, assigned RP account support engineer, assigned HP Response Center engineer, assigned HP
customer engineer, assigned Project Implementation Manager, and assigned HP contract administrator
♦ Media retention
• Extended Hardware coverage
♦ Per -call services
♦ Technical consulting topics
♦ Training (subject to local availability)
2. PnW"Uftfts
HP reserves the right to make the final judgment as to whether Customer adequately meets the
prerequisites for HP System Support services Outlined in thin exhibit.
a. mi1:a..a Bysbna 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 (CPU), a
peripheral capable of reading standard HP diagnostics and verification tests, and a peripheral
that allows RP to interact fully with the covered products.
b. Uniform Covers". 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. Cennaotors end 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 MP's standard
service rates.
Review Dare 01-ocr -1980 Revision Nu nber 2
HEW LETT-
PACKARD
HP 3YSPEM SUPPORT SERVICE
d, software support. All SP systems for which execution of diagnostic tests is software- dependent
must, at a minimum, be covered by an HP System Support service that provides periodic software
updates.
0. Cowraga Raquie+mants. For HP System Support service orders that include software support, all
systems (including PC Server systems) supported by one eyatem manager, except PC Clients, must be
covered by a contractual HP software support service. However, for HP System Support service
orders for PC servers that include software support, all PC servers supported by one system
manager must be covered by a contractual RP software support service.
f. Right to Copy Doo®antatien. Customer may copy documentation updates for use with other systems
covered by an HP System Support service that provides software support.
q. Software Liposee. Customer can purchase HP System Support service only for software for which
Customer has rightfully acquired an appropriate software license.
h. Softwap and Documentation Updates. For each software product covered under HP Byer= Support
service, Customer must 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 SP System Support service.
1. Designated Callare and asp: Ragaisvants. The following contacts for HP must be designated and
trained through completion of the appropriate HP training Coureae ee defined by HP: system manager
and alternate; after normal business hours authorized caller; if applicable, network operator and
alternate; if applicable, application software manager and alternate; and if applicable,
additional all Response Center callers. Only the designated callers Can -aaa the HP Response Center.
J. ordering options. For HP System Support Service that provides software support, Customer suet
— p'wau.see- the- HP- Syetvm- support- se'ft. product- optSOp (s7�1[ o ces omen a processor,
maximum number of users for the supported HP system, and application software.
k. C@utX%1 Order group. 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 add-on order groups moat be of the $ame HP or non -Hp product family
mad meet have the same system manager.
1. Reaota support. For HP to provide remote support, Customer auat give authorization 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 most allow Hp to install
and provide HP adequate space for and access to an HP -owned workstation or PC, as well as provide
a dadicafed 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 most provide Internet
email connectivity. For HP Network Availability Monitoring, custoner most provide a dedicated WAR
connection to HP that has a bandwidth of at least 55 Kilobits per second. For services with a call
to repair commitment on network interconnect devices, Customers meat also provide an alternative,
non - dedicated data-quality telephone line and modem or a network connection to the console port of
the network device. If HP cannot access a system remotely, HP may charge standard service rates if
on -site service is needed.
m. EP Electronic support Cantar. HP Electronic Support Center is available via the World Wide Web.
With a Web browser, Customer can access the RP Electronic Support Center. Ftp access is required
for some electronic services. Designated Callers who submit NP Response Center calls via HP
Electronic Support Center must meet the same training requirements as the system manager. Use of
HP Support Toole available vie the Electronic Support Center requires agreement to the HP Support
Tool License Terms.
c. Minimum satwork Configuration. Customer must have at least one system on the network covered under
HP system support service.
o. Country soumdaries. All systems supported by one system manager must be located within the awe
country.
p. Eligibility. For certain coverage levels and support offerings, Customer must meet the Up-
specified minimum monthly billing to be eligible.
& service Llmhaeons
a. Hardware, software, and Network support. Any services involving hardware, software, or network-
related problems not covered by the contractual service ordered will be subject to HP'S standard
service rates.
Revision Data ObactdSB9 Revision Number 2
HEWLETTO
PACKARD
HP SYSTEM SUPPORT SERVICE
b. Msw4 ' Use Limitations. Products operated in excess of their maximum usage rate (as specified in
a product's data sheet or operating manual) cannot be covered by HP System Support service, but
can be serviced at HP's standard service rates.
c. 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. Dmterfaoes and Amasasories. RP may cover cables, connectors, acceaeories, and interfaces under the
same hardware service level purchased for the products with which they are wed.
a. supported Software Veraiaas. 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 used with hardware that is included in HP- specified configurations. If support
coverage lapses, additional fees may be required to resume support coverage. HP will support
specified versions of selected non-RP software, but will not support the software any longer than
the vendor supports it. For non -HP software, RP provides contractual support only for software
versions that are documented as Supported on specified configurations.
f. Hon -SP Software. Support for non -SP software covered by HP Contractual support services is
limited, unless otherwise specified by RP, to telephone assistance and, if available to SP from
the third -party software vendor, patches, workarounds, and updates. RP's decision on bow long to
offer RP support for selected versions of non -HP software is final.
g. Roc -MP PVO&=ts. RP is not liable for the performance or nobperformance of third -party hardware or
software vendors, their products, or their support services, including design flaws in and /or
incompatibility with non-HP products.
h. UP Software oa Non-M Systems. HP System Support service for specified RP software products Used
ith designated a ssa tofrwre— saslataaCe�softNn -_
problem reporting, Hp Electronic Support Center information access and call submittal, License to
Use software updates, and patches.
i. ssealation asaoagsnt. 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 RP's standard servica rates.
J. Acosae to the SP Response Center. HP Response Center we 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 manager(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 managers, the RP Response Center is available to their designated
alternates.
k. source Cods Support. For HP source code software coveted under RP System Support Service,
assistance is limited to problems that can be duplicated on the current version of the object code
of the particular software. RP charges Customer at HP'S standard service rates for any other
assistance requited.
1. RP Predictive Support, RP High Availability Obsarvatory, and HP Fault Notifier (Salaetmd
Products). RP is not responsible if RP Predictive Support software, HP High Availability
Observatory, or HP fault Notifies does not identify, track, or remedy system or peripheral
problems prior to actual occurrence. '
m. Notwor)c softwata 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.
n. Travel Soaes. 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 coemitments, 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 RP 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 data loss or hardware malfunctionS, and
problems or investigation time relating to the use of privileged mode code on HP 3000 systems.
RP System support service does not include consulting unless a consulting option has been
purchased. SP 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
RevLvion Date 01oct-LIM Revision Number 2
HEWLETT*
PACKARD
HP SYSTEM SUPPORT SERVICE
q. Consembles, Osen Replaceable Parts, and Maintenance kits. HP System Support services do not
include the provision and installation by HP of coasumables, user replaceable parts or maintenance
kits.
4. Custa"wRespoilsN des
a. Preduet List. Customer West maintain and provide to HP a Curren[ list of products supported under
HP System support service.
b. Access. Customer must provide HP with the following:
1) Access to the products covered under HP System Support service
2) Adequate working space and facilities within a reasonable distance of the products
3) Access to and use of all information, internal resources, and facilities determined necessary
by HP to service the products
U For the Scheduled Support level, Customer most designate a single work area acceptable to HP at
Customer site. This area West include shelves or racks for $ncoming and outgoing products,
adequate open bench work space, adequate power and lighting, and access to a telephone. Before
having a product serviced under the Scheduled support level, Customer must:
s) Maintain a written log of model number, serial number, and Curren[ failure symptoms and be
,prepared to Provide this information to HP upon request before the scheduled visit.
b) Locate all failed units to be repaired during a scheduled visit-at the designated work area
before the HP customer engineer arrives.
c) Call Ho the workday bufors the d _ _ ... t0 pi ._._.. . .. ..
.._ ..... _, w. say b£�[he�eCheduleil uses[ [o provide infocma[!on regarding
the number and type of products requiring repair.
c. operating Proosdarw. Customer moat follow routine operating procedures as specified in the
manufacturers' product operating manuals.
d. 9ssgs -LSvel Charges. Customer must allow SP to install or remove usage meters on specified
electromechanical devices. Osage charges may be charged separately.
e. Diagnostic/l4intemence software (selected Products). Customer must allow HP to keep system and
network diagnostic and maintenance programs resident on Customer's system or site for the
exclusive purpose of performing diagnostics and maintenance. Prior to submitting a software
problem report to HP, Customer may be required to assist PP in running these HP- supplied programs.
Customers with HP High Availability Observatory or with NP Predictive Support software must use
the electronic data transfer capability it provides to inform HP 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 any HP -owned modems,
vorks[a[iona or PCs, network devices, or remote access devices upon termination of HP System
Support service.
f. service Requests. Prior to placing a service request with HP, Customer may be required to run HP-
Supplied diagnostic programs.
q. Revision Levels. Customer moat maintain ell associated system hardware and firmvare, except PC
Systems, at the latest UP- specified configaia[ ion and code revision level. For PC systems,-
Customer Must maintain all associated system hardware and firmware at a revision level specified
by HP. Cna[omera mnS[ maintain HP- sapPOrted non -HP Software at a code revision level specified by
HP.
Is. Telecommunications Charges. Customer is responsible for all telecommunications charges associated
with using HP Electronic Support Center and with installing and maintaining ISDN links to HP
Response Centers.
I. Temporary Prooedmru. Customer is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sough[.
J. Year 2000 Preparation. Customer anus[ 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 for man[h,
day and year) . Customer ems[ promptly apply and [es[ in its environment all Year 2000 updates and
patches made available by HP. NP System Support service does not cover the inability of products
not manufactured by HP and non- coaplian[ NP 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.
6 Page4 /7
Revision Date 01c WDW Revidon Number
HEWLETT'
PACKAPO
HP SYSTEM SUPPORT SERVICE
5. software ucense and Cop0ghts
a- Updates.
1) Hp grants Customer a License to On software updates provided by UP under an NF System Support
service that provides software support.
2) In addition, HF grants Customer a License to Use and Copy one copy of the updates received from
HP for each HP software product license for which Customer has purchased an HP System Support
service that provides software support- The license to copy updates on additional systems is
not available for HP 9000 Series 1500 Systems.
71 Customer agrees that the License to On and copy the updates is governed by the HP Software
License Terms in effect on the date HP ships the update to Customer- Said HP Software License
Terms are hereby made a part of this exhibit -
b. UP Update Oanerahip- Customer acknowledges that it does not own and has no right to, title to, or
interest in the updates except as set forth in the BP Software License Terms.
o. Copyright and Tradammsk potion- 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 Electronic Support Center-
6. MufflV"X f Network cavenga
The following, additional terms and conditions apply to orders for HF System Support service that
include multivendor network coverage.
•e�iliatss=- AP-haa- days -IOped working relationships with select vendors, known as Affiliates, who
assist in the delivery of multivendor support. For purposes of RP's appointment as a Spacial Agent
during multivendor coverage, Non - Affiliate refers to other vendors of products in Customer's
network.
b. Performance of Affl -Ust" and Naa-Attillstes- " is not liable for performance or nonperformance
of Affiliates and Non - Affiliates, their product$, or their support services_
c. Operational Network. Customer's network must be verified by RP as fully operational before HF
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 NP's standard service rates.
d. Supported Connections_ All network connections and products covered under HP System Support
service with network Coverage must be agreed upon by UP.
e. seavtoe Negwnta. Prior to or after placing a service request with NP, Customer will run OF or
non -UP product or network diagnostic self -test programs, an appropriate. Customer mast then
contact the appropriate product vendor if a specific product is found to be at fault. upon request
from HP during a service call, Customer will enable, operate, or disable the NF -to-HP and /or OF-
to-non-HP CPU data communications subsystem products.
f. Network Information. Customer moat identify Current product version numbers and system
configuration information for all products on -the network_ Customer must notify RF when major
topology changes occur on the network.
g. Nee -HP Service Contract.. To take advantage of HF System Support service benefits, Customer =at
purchase service contracts from Affiliates and Non - Affiliates that maintain appropriate support
service levels for non-HP products.
7. Vft.My Maintenance Management
HP provides warranty maintenance management for designated non-HP hardware products if HF is
appointed as a Special Agent as set out in Section S during the warranty period of the non -HF
product. For purposes of We appointment as a Special Agent during warranty maintenance management,
Non - Affiliate refers to manufacturers of the designated non -NF hardware products, or authorized
service providers for such manufacturers who are obligated to provide services during warranty.
B. AppoiMnewd of NO as Special Agent
These terms and conditions are effective only when NP offers and Customer appoints RF as a Special
Agent in dealing with specified Non-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 NF when necessary.
6 PageS /7
Revision Date 01-oct -1999 Revtsiof Nwv dm 2
V�,� HEWLETT°
L'0 PACKARD
HP SY'SIW SUPPORT SERVICE
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 call during the warranty period for non -HP hardware products. NP's
authority to represent Customer is limited to the following activities:
1) ap directly contacts Non-Affiliates for the purpose of (a) initiating a service call by a Non -
Affiliate for remote or on -site assistance with Customer's network and equipment, or (bl
requesting Non - Affiliate's Ippecified in Appendix K to the appointment attachment for warranty
Maintenance management) performance of its obligations only during the warranty period.
2) HP directly follows up with Non - Affiliates throughout the network problem resolution process or
until the non -HP hardware warranty problem is resolved.
3) HP facilitates communication among Non - Affiliates and between HP and Non - Affiliates in the
process of network fault isolation and problem resolution.
b. Relationship betwosa Parties. This appointment will not:
1) Be construed to create the relationship of employer and employee partnership or joint venture
between HP and Customer or its employees.
2) Preclude HP from acting as a Special Agent for mmltivendor problem management for other
parties, or from Performing warranty maintenance management for non -HP products for other
parties.
3) Preclude HP from continuing in the business of multivendor problem management, even if Customer
is also.Sn the business of providing similar services. _
1) All" RP or Customer to use each other'.s_tzadexw�t o: rr.d•_n'= s_i._W,y_,- ,,;�,.�fr,
e. Customer Re- '— "_ ±bi.1.1ties for APpointmeat.
1) In order to appoint HP as a Special Agent, Customer.must sign the attachment provided by HP.
2) Customer Must write letters of notification to specific Non - Affiliates listed in the appendix
of the appropriate attachment. These letters Bust explain the scope of agency and a copy must
be sent to HP. The appendix can only be Modified in writing upon mutual agreement of both
parties.
3) Customer Maser provide HP with a list of non-BO 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.
u Customer must provide HP with, and keep currento a list of the Non- Affiliate contacts and a
list of the non -HP hardware products for which RP will provide warranty maintenance management,
including products' numbers, products' serial numbers, date$ of purchases /delivery, warranty
period and service level, and, if applicable, software license and revision numbers.
5) Customer must provide HP with a copy of the warranty terms and conditions applicable to all
non-11p hardware products, and a copy of warranty entitlement, such as the proof of purchase,
validating warranty for non -HP hardware products for which HP will provide warranty maintenance
management.
6) Customer must provide to HP 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 -HP hardware products.
7) Customer understands the limited scope of Hp's authority as a Spacial Agent and agrees not to
obligate HP beyond the terms and conditions set out in this exhibit.
9) Customer is solely responsible for dealing directly with Ron- Affiliates concerning any
transaction that requires a purchase order for non -HP support services.
9) Customer must submit a service claim during warranty if a Non - Affiliate requires such a
submission directly from Customer.
d_ lliaoallaasoue.
1) Limitation of Liability. HP is not liable for any damage or claims made against Customer or RP
that are caused by Customer's failure to perform its obligations under Section 9 or by service
contracts with Non- Affiliates.
5 Page 617
Revision Dare 01ect -1800 Revidan Number 2
HEWLETT*
VJ PACKARD
HP SysrEM SUPPORT SERVICE
2) T,aamn+iy. 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 may be made against HP
by any third parties that arise not of Ire's discharge of authorized duties as stated here or
Customer's failure to perform its obligations under Section 4 of this exhibit or the service
contract with such third parties. The indemnities provided here will survive termination of
this exhibit.
9. Mlscenaromm
a. NP Product Warranty Ppgrada_ If RP System Support service that provides hardware support is
ordered with the initial purchase or lease of HP 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 smut be converted to a 90 day on -site warranty to qualify. Days of
coverage and on -site response time can be upgraded for an additional charge during the warranty
period for most hardware products.
b. Subcontractors. Notwithstanding anything to the contrary in RP Trims and Conditions of Sale and
Service, SP reserves the right and Customer consents to NP's use of subcontractors to assist in
the provision of HP System Support service as HP deems appropriate, without notice to Customer.
a. Replacement Parts. Replacement parts provided under HP 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 wait replac mamts. Replacement parts may or may not be manufactured in
Trade Agreement Act compliant countries -
d- vrarsanty status of Won-Q Products. Noo -Sp products will be serviced in accordance with this
Agzeem ftt irrespective of warranty status
SP sigh Availability [bsarvatoW. For support which includes the SP Sigh Availability Observatory
'(RAO) Equipment, customer moat comply with the terms and conditiona of the HAO Attachment to this
Lxhibit.
5 Psge7 /7
Revision Date 01oct -1099 Revision Nrunber 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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PRC/HP MAINTENANCE SUB - AGREEMENT
EXHIBIT C
to
PRC/HP Maintenance Sub - Agreement
(See attached HP US Standard Terms and Conditions.)
HEWLETT* CD "'C"
EXHIBIT
HP TERMS AND CONDITIONS OF SALE AND SERVICE
OP's sale of Products and Support and RP's license of Software are governed by these HP Terms and
Conditions of Sale and Service.
1. DEFDOWNS
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.
cl -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 t "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 1'Flrmrare").
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.
fl "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.
2 PRJCES
nc1We— Delivery 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 150 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 taxes, unless Customer has provided HP with an appropriate exemption certificate for the
Delivery jurisdiction.
3. ORDERS
a) ALL orders are subject to acceptance by HP. Product orders must specify Delivery within ISO 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 OP's shipping location if Product orders
are cancelled after shipment.
a. DELNERY
Hp will make reasonable efforts to meet Customer's Delivery requirements. If OP 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.
S. INSTALLATKMI AND AWMAMCE
a) Product installation information is available with Products. on quotations or upon request.
Installation by OP, when included in the purchase price. is complete when the Product passes HP'S
installation and test procedures.
Revision Date 22noK1999 Revision Number 6
Ptb tjne Date 7 March 2000
HEWLETT'
PACKAPO
HP TERMS AND CONDITIONS OF SALE AND SERVICE
b) For 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 14 days after Delivery that the Product does not pass HP'S established teat
procedures or programs.
c) If Customer Schedules or delay$ Installation by HP more than 30 days after Delivery, Customer
acceptance of the Product(a) will occur on the 31st day after Delivery.
T. PAYMENT
a) Payment terms are subject to HP credit approval. Payment IS due 30 days from He's 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 We opinion, Customer'a
financial condition, previous payment record, or the nature of Customer's relationship with HP so
warrants.
b) HP may discontinue performance if Customer falls to pay any sum due, or fails to perform under
this or any other HP agreement lf, 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__sta0dard_[az
aT a eu r uc S to another country where HP has Support presence, then Customer will
receive the destination country standard warranty.
c) 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 15 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 recallbratlon (recommended for some HP Products), unless specifically covered In the
warranty terms for such Products.
g) He warrants that Software will not fall 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
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.
11 HP warrants that each HP hardware, software, and flraware Product delivered under these HP Terms
and Conditions of Sale and Service will be able to accurately process date data (lncluding, but
not limited to, calculating, comparinq, 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 1e.g. hardware, software,
firmware) used In combination with such HP Product(s) properly exchange date data with It. If the
Specifications require that specific He 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 9 1)
applies only to HP Products shipped after July Ol, 1998. The remedies applicable to this section,
S 1), are those provided In Section s 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.
E16 Page 2 /6
Revision Dale 22rov -1099 Revitian Number 6
reading Date 9 March 2000
IN/(���� HEWLETT*
PACKARD
HP TERMS AND COMMONS OF SALE AND SERVICE
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, He will,
at Its option, repair land recallbrate only as necessitated by repalrsl, 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.
k) 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 retuined to HP within 90 days of delivery.
11 Some 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 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 OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE,
9. SUPPORT
a) Customer may order Support from NP's t, h_nsurre t sumport- oftering_ Some- Support- -f and- rel'ated�—
r ucts may not be avallable In all countries. Orders for Support are subject to the terms of
the Support Exhibit or quotation Ln effect on the date of order.
b) To be eligible for Support, Products must be at current speclfled revision levels and, In He's
reasonable opinlon, 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'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. cl 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 productle), 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'z control; or
91 inability of any non -HP products in Customer's environment to correctly process, provide or
receive date data 11.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 files, data or programs. Customer will have a representative present when HP
provides Support aervlces at Customer's site. Customer will notify HP it 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 90 days written notice, HP may cancel Support orders or delete Products no longer included in
HP'S Support offering.
le. LICENSES
-Use" means storing, loading, installing, executing or displaying Software on a Device.
Revision Date 22eov -0% Revision Number 9
Pdraing Date 7 Match 2000
HEWLETT*
PACKARD
HP TERMS AND CONDITIONS OF SALE AND SERVICE
- Software License' means the Use authorization(s) for the Software specified by HP In its quotation,
Invoice 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 Fees 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. Detalls of the
types of Software Licenses offered are available from HP on request. If no Software License is
specified, then, 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 aubllcense the Software to an end -user for
Its Use, or 41t 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 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 adaptations of the Software for
archlval 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.
dl Bundled Software or Firmware provided to Customs may _0nly_be- uaed -- when - operating -the asaoe ate d
Device `- vr. {figurations as so or subsequently upgraded by HP. Customer may transfer Firmware
only upon transfer of the associated Device.
a) 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_
f) 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.
g) Customer will not disassemble or decomplle the Software without WP's prior written consent_ Where
Customer has other rights under statute, Customer will provide HP with reasonably detailed
Information regarding any Intended disassembly or decompllatlon. Customer will not decrypt the
Software unless necessary for legitimate use of the Software_
h) Customer's Software License is transferable subject to WP'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 terms will be binding on Involuntary transferees, notice of which
Is hereby given. Customer'a license will automatically terminate upon transfer.
i) HP may terminate Customer's or any transferee's or sUbllcensee'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
subllcensee'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 is delivered as 'Commercial computer software' as
defined in DFARS 252.221 -1014 (Jun 1995) or as a 'commercial Item' as defined In FAR 2.101(a), or
as - Restricted computer software' as defined In FM 52.227 -19 (Jun 1967) for any equivalent agency
regulation or contract clausal, 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 19 affixed to the Software media_ Customer
further agrees that the Software has been developed entirely at private expense.
11. INTELLECTUALPROPERTY m3mTB
a) HP will defend or settle any claim against Customer, for 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:
Revision Date 22,MV IM Revlslon Number 6
PrinunR Due 7 Much 2000
INHEWLETT*
PACKARD
HP TERMS AND CONDITIONS OF SALE AND SERVICE
11 promptly notifies HP in writing: and
21 cooperates with HP in, and grants, HE sole control of the defense or Settlement.
b) HE WILL pay infringement claim defense costs, settlement amounts and Court- awarded damages. If
such a claim appears likely. HP may modify the Product, procure any necessary license, or replace
it. If HE determines that none of these alt ernatives 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) HE has no obligation for any claim of infringement arising from:
1) HE's compliance with Customer's designs, specifications or instructions;
2) HE'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) uce of the Product with products not supplied by HP.
d) These terms state HP'S entire !lability for claims of intellectual property infringement.
12. UMITATION OF LIABU Y AND REMEDIES
a) Products are not specifically designed, manufactured or intended for sale as parts, components or
assemblies_ for the piano; hq,_ conatructi unrma intonancer -oF- direct— oparatkon� r ac 3- ice: - --
ustomer is solely liable if Products or Support purchased by Customer are used for .these
applications. Customer will indemnify and hold HE harmleas from all loss, damage, expense or
!lability in connection with such use.
b) To the extent HE is held legally liable to Customer, HE's !lability is limited to:
11 payments described in Sections 8 and 11 above,
2) damages for bodily injury,
3) direct damages to tangible property up to a limit of U.S.U.000,000;
41 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
51 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.$1,000,000 or the amount paid to
HP for the associated Product, whichever is less.
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,
2) damages for loss of data, or software restoration,
3) damages relating to Customer's procurement of substitute products or services 41.e., "cost of
cover'); or
1) incidental, special or consequential damages )including downtime costs or lost profits, but
excluding payments described in Section 11 above and damages for bodily injury).
d) THE REMEDIES IN THESE HE TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES.
13. GENERAL
a) Transactions may be Conducted through Electronic Data Interchange ("EDI ") or other electronic
methods, as agreed.
b) HE 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, flies 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 page& /0
Revision Date 22nm,109 ReyWon Number 6
Pf6tdnA Date 7 March 20D0
HEWLETT'
PACKARD
HP TERMS AND CONDMONS OFSALE AND SERVICE
d) Neither party may assign any rights or obligations hereunder without prior written consent of the
other party.
e) Customer who exports, re- exports or imports Products, technology or technlcai data purchased
hereunder, assumes responsibility for complying with appLLcabie Laws and reguiations, and for
obtaining required export and import authorizations. HP may suspend performance if Customer is in
violation of appLicabie reguiations_
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 LocaLLty in which HP accepts the order.
g) Provisions herein which by their nature extend beyond the termination of any saie or License of
Products or Support wiii remain in effect until fulfilled.
h) These HP Terms and Conditions of Saie and Service and any Sxhibits 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 wiii not apply. Customer's purchase or License of
Products and Support wiii constitute Customer's acceptance of these HP Terms and Conditions of
Sale and Servica, which may not be changed except by an amendment signed by an authorized
representative of each party.
Revision Date 22 -nowiM Revision Number 6
PmindM Date 7 March 2(W
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 SystFm 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 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.
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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 of 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—sharl
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:
1. 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.
2. The Management Information System as defined in the original Functional Specifica-
tion Document as submittea to and accepted Dy the customer mcmarng any
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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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 Leveq 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 - ODDIS
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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