HomeMy WebLinkAboutStratus Technologies; 2014-01-01;Technologies
Master Services Agreement
(General Terms and Conditions)
This Master Services Agreement (the "Agreement") is made between Stratus Technologies Ireland Limited, with offices at Unit 275, Block F,
Blanchardstown Corporate Park 2, Ballycoolin, Dublin 15, freland ("Stratus") and Citv ofCarlsbad ("Customer," "City," or "you") with
offices at 2560 Orion Wav. Carlsbad. CA 92010. Stratus agrees to provide the services, as defmed in the applicable Service Addenda (the
"Services"), subject to the terms and conditions contained in this Agreement, for the supported hardware ("Supported Hardware" or "Hardware")
and supported software products ("Supported Software" or "Software") comprismg the system(s) listed in your Service Schedule(s) (each a
"System" or "Covered System"). Stratus' obligations to provide Services are subject to your compliance with all of your obligations under this
Agreement.
Eligibility: Systems first placed under Service within ninety (90) days Irom the System shipment date are automatically deemed Service Ready
and eligible for coverage under this Agreement. Systems first placed under Service more than ninety (90) days from the System shipment date
must first be inspected and certified by Stratus or its authorized service representative as Service Ready. Additionally, Systems, Service coverage
for which has lapsed for a period of ninety (90) days or more, will be subject to inspection and certification, at your expense, before Service
coverage will be reinstated. Such inspection and certification will be at Customer's expense based on Stratus' then prevailing rates. Any work
required to bring the System up to a Service Ready condition will also be at Customer's expense
Stratus Affiliates: The Services shall be provided by Stranis or its affihates. As used herein affiUates means, legal entities that are owned by
Stratus or which are under common ownership with Stratus. In providing such Services Stratus and its affiliates may engage the services of sub-
contractors. The foregoing however shall not relieve Stratus of its primary obligations under this Agreement.
Service Hours: Except as otherwise specified in this Agreement, a Service Schedule, Service Level Addendum, or an Optional Service
Addendum, all Services required of Stratus under this Agreement shall be provided only during the hours of 9:00 A.M. to 5: 00 P.M, Monday
through Friday, excluding locally observed holidays.
1. TERM AND TERMINATION
1.1. Term. Unless otherwise agreed, the initial term for Services shall commence on the Effective Date of this Agreement and shall continue
for a period of one (1) year. Thereafter, the term for Services shall automatically renew for successive terms of one (1) year each unless either
party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the commencement ofthe next term; provided,
however. Customer may terminate this Agreement at any time after the first year by giving sixty (60) days prior written notice of termination to
Stratus.
1.2. Termination for Breach. Either party (the "Non-breaching Partj") may terminate this Agreement in the event the other party (the
"Breaching Party") breaches any of its material obligations (each a "Material Breach") under this Agreement and fails to cure said Material
Breach within thirty (30) days of Breaching Party's receipt of written notice of the Material Breach from the Non-breaching Party. Material
Breach" shall also be deemed to include any instance in which the Breaching Party files a voluntary petition in bankruptcy or under any similar
insolvency law, makes an assignment for the benefit of its creditors, has filed against it any involuntary petition in bankruptcy or under any
similar insolvency law, or a receiver is appointed for, or a levy or attachment is made against, substantially all of its assets, if any such petition is
not dismissed or such receiver or levy or attachment is not discharged within sixty (60) days after the filing or appointment.
2. PRICING, INVOICING AND TAXES
2.1. Service Charges: The service charges that will apply to the Products supported under this Agreement are as set forth in the applicable
Service Schedule. Updates to the Service Schedule may be provided by contacting your local service representative. Unless otherwise specified
in a particular Service Schedule, your service charges will be billed annually and are payable as set forth in Section 3 below. Any prepaid service
charges shall be non-refiindable upon termination of the Agreement, unless termination is due to Stratus' breach. Stratus' obligation to provide
these services is contingent upon your prompt payment of the invoice and any other applicable charges. Payment of any amount invoiced under
this Agreement constitutes your agreement to all ofthe terms and conditions contained herein, to the exclusion of all others. Notwithstanding the
foregoing, at any time, during a service term, if the Operating System of a Covered System is upgraded to a new release, you may be charged
additional Service Fees in which Stratus may incur by a third party.
2.2. Price Changes: At any time, and from time to time after expiration of a Service Schedule, Stratus may increase the service charges by
giving you ninety (90) days advance written notice. The price change will apply on the first day of the applicable invoice period on or after the
effective date specified in the Stratus price change notice. Hourly rates, travel charges and one-time charges are subject to change without notice.
2.3. Additional Charges: You may incur additional charges for any Services provided by Stratiis for the following reasons: (i) because of
fire, natural disaster, neglect, misuse, abuse and war or other events or causes of force majeure; and (ii) unauthorized modifications; use of non-
Stratus supplied equipment or software; damage resulting from environmental considerations such as electrical power, heat, cold, or humidity
outside the published product specifications; or operating the System in other than the fiilly redundant mode of operation; and (iii) if we are
required to travel beyond fifty (50) miles or eighty (80) kilometers of the nearest Stratiis service location or use other than private automobile or
scheduled local public tiansportation to provide Services to you.
3. PAYMENT
3.1. Customer shall pay all amounts within thirty (30) days of receipt of an invoice Except m the case of termination for Stratus' material
breach, any and all payments of amounts due under this Agreement are non-reftindable. Customer also agrees to pay amounts equal to any
applicable taxes resulting from any ttansaction under this Agreement that Stratus is obligated to pay upon Customer's behalf except that
Customer shall not be liable for taxes based on Stratus' net income.
3.2. Suspension of Service If Customer's account is ten (10) days or more overdue (except with respect lo charges then under reasonable
and good faith dispute), in addition to any of its other rights or remedies. Stratus reserves the right to suspend Services until such amounts are
paid in ftiU; provided however that no suspension shall take effect until and unless Stiatus has provided Customer at least five (5) business days
prior written notice that Customer's account is overdue.
3.3. Customer agrees to pay Stratus, on demand, interest at the maximum rate permitted by apphcable law for any late payments, together with
any collection and attorney's fees and expenses Stratus incurs in the collection of such overdue amounts.
S800 Master Services Agreement [IR ir EN] [31 MAY 2011]
4. CUSTOMER'S OBLIGATIONS Customer agrees to ensure that, at all times during the term of this Agreement Customer shall:
• For each installation site or System, assign and maintain, a technically skilled employee or agent who will serve as your primary contact
with Stratus for each Covered System; and
• Provide the names and phones numbers of up to four (4) individuals who are authorized to submit calls under this Agreement; and
• Maintain the Covered System(s) in a manner consistent with all appUcable product specifications provided by Stratus or the manufacturer;
and
• Provide at no charge to Stratus access to and use of suitable telecommunications equipment needed to establish data communication over
the Stratus Service Network; and
• Execute diagnostic routines and provide the results to Stratus; and
• Access and make appropriate use of Stratus' Internet home page for technical support information; and
• Notify Stratus of any configuration changes to the original Covered System configuration; and
• Where appropriate, use the provided Stratus hardened drivers; and
• Replace customer replaceable units under the remote direction of the Stratus CAC, Customer Engineer or Stratus Authorized Service
Representative; and
• Perform housekeeping services, such as, cleaning, replacing expendable parts (e.g.: batteries, printer ribbons), performing regular operating
checks and providing necessary supphes pertaining to these services; and
• Ensure that all ofthe data stored on the Covered System(s) is adequately duplicated, documented and protected. Stratus is not responsible
for failure to do so, or for the cost of reconstructing data stored on disks, tapes, or other media that are lost or damaged during the
performance of Services; and
• Ensure that (1) all software installed on the Covered System(s) is properly licensed for use; (2) all non-supported hardware and software
products are fully-compatible with the Stratus-supported hardware and software installed on each Covered System and are fiilly year-2000
compliant; (3) all Covered System(s) are adequately protected against computer viruses; and
• Install Software product updates and upgrades as made available; and
• Maintain and operate at all times all Covered Systems in a fiilly redundant mode of operation.
5. WARRANTIES
5.1. WE WARRANT THAT WE WILL PROVIDE, IN A GOOD AND WORKMAN LIKE MANNER, THE SERVICES DESCRIBED IN
THIS AGREEMENT AND IN EACH SERVICE SCHEDULE AND ANY ADDENDA ATTACHED THERETO.
5.2. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND/OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, SUITABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT
UNINTERRUPTED OR ERROR-FREE OPERATION OF A SYSTEM OR THAT ALL PRODUCT ERRORS OR DEFECTS WILL BE
CORRECTED.
6. LIMITATION OF LIABILITY IN NO EVENT SHALL STRATUS, ITS AFFILIATES OR THEIR RESPECTIVE SUB-
CONTRACTORS BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFIT OR BUSINESS, OR FOR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, 'WHETHER ARISING IN AN ACTION OF CONTRACT, TORT
OR OTHER LEGAL THEORY. EXCEPT WITH RESPECT TO LOSSES OR DAMAGES ARISING FROM BODILY INJURY (UP TO AND
INCLUDING DEATH), BREACH OF CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE AND WILFULL MISCONDUCT, THE
LIABILITY OF STRATUS', ITS AFFILIATES, AND THEIR RESPECTIVE SUB-CONTRACTORS FOR DAMAGES FOR ANY CAUSE
WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), SHALL BE LIMITED TO THE
AMOUNT THAT CUSTOMER WOULD HAVE PAID TO STRATUS FOR THE PREVIOUS TWELVE (12) MONTHS OF SERVICE FOR
THE PRODUCT (S) THAT IS THE SUBJECT OF THE CLAIM.
7. STRATUS PROPERTY Support software, including diagnostic routines. Active Service Network or Remote Service Network Agents
and SNMP Agents, as well as support tools, and documentation ("Property"), which we supply under this Agreement, are and shall at all times
remain Stratus' exclusive property Except where required by law, you agree not to make such Property available or disclose the contents thereof
to any third parties other than your employees and conti^ctors who are performing services for you and have a need to access such Property in
relation to the Systems covered under this Agreement. You agree to take appropriate action, by instruction or agreement with your employees
and contractors who are permitted access, to satisfy your obligations under this Agreement. Further, you agree to immediately return all such
Property to us upon the expiration or termination of this Agreement and or applicable Service Schedule.
8. CHANGES TO THE AGREEMENT TERMS hi order to maintain flexibility in the manner, in which we provide service, we may,
after the initial term of a Service Schedule, change the terms and conditions under which the Products listed on that Service Schedule are serviced
under this Agreement, including any Addenda, by giving you not less than ninety (90) days prior written notice. These will only apply as of the
effective date we specify in the notice. You have thirty (30) days from receipt of a change notice in which to reject, in writing the change, and
thereby terminate this Agreement and all affected Service Schedules. Failure to reject the change indicates your conclusive acceptance of the
change. Except as stated above, for a change to be valid it must be in writing and signed by both of us. Additional or different terms in any order
or written communication from you are void.
9. CONFIDENTIALITY
9.1. "Confidential Information" shall mean any information held disclosed in confidence by one party (the "Discloser") to the other party
("Recipient") in connection with this Agreement. Confidential Information shall be so designated by Discloser in writing at the time of
disclosure and if disclosed orally or in any form other than documentation marked with a legend designating it as such, shall be identified by
Discloser as confidential or proprietary and reduced to writing and provided to the Recipient within fifteen (15) days of the date of the oral
disclosure.
9.2. Recipient shall not disclose to any third party the other party's Confidential Information and shall limit access and use to those of its
employees and agents who require such access and use in connection with its rights and obligations under this Agreement. Recipient shall take
appropriate action with its employees and agents to satisfy its obHgations hereunder and shall protect Discloser's Confidential Information as it
protects its own Confidential Information of like significance, but in any event with not less than a reasonable degree of care.
S800 Master Services Agreement [IR ir EN] [31 MAY 2011]
9.3. Exceptions. The obligations set forth in this Section shall not apply to information (a) known to Recipient prior to disclosure; or (b) which
is or becomes pubUcly known through no wrongfiil act of Recipient; or (c) received from a third party under no confidentiality obligation with
respect to the Confidential Infonnation; or (d) required to be disclosed under law, administrative, or court order, or in an arbiti-ation or litigation
arising out of a dispute between the parties or thefr successors or assigns. If Recipient is legally required to disclose any Confidential
Infonnation, it shall, to the extent allowed and practicable, provide Discloser prompt notice of such requirement so that Discloser may seek a
protective order or other appropriate remedy or waive compUance with respect to that disclosure.
9.4. Remedies. Each party agrees that, in addition to any other remedies available, the other shall be entitied to injunctive relief to enforce the
terms of this Section 9.
10. INSURANCE Stratus will obtain and maintain for the duration of the Agreement and any and all amendments, insurance on behalf of
Stt^tiis and its affiliates (coUectively "Stratus"), against claims for injuries to persons or damage to property which may arise out of or in
connection with perfonnance ofthe services by Stratiis or its affiliates. The insurance will be obtained from an insurance canier admitted and
authorized to do business in the State of Califomia. The insurance canier is required to have a cunent Best's Key Rating of not less than "A-:V".
10.1 Coverages and Limits.
Stratiis will maintain the types of coverages and minimum limits indicated below, unless City Attomey or City Manager approves a lower
amount. These minimum amounts of coverage will not constihite any limitations or cap on Sti-ahis' indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be earned by Stratiis
pursuant to this Agreement are adequate to protect StiTittis. If Stratiis beUeves that any required insurance coverage is inadequate. Stratus will
obtain such additional insurance coverage, as Stiatus deems adequate, at Stiatus' sole expense.
10.1.1 Commercial General LiabiUtv hsurance. $1.000.000 combined single-limit per occunence for bodily injury, personal injury and
property damage. If the submitted poUcies contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occunence Umit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Stntas' work for City). $1,000,000 combined single-limit per
accident for bodily injury and property damage.
10.1.3 Workers' Compensation and F.mnlover's Liabilitv. Workers' Compensation limits as required by the Califomia Labor Code and
Employer's Liability limits of $ 1,000,000 per accident for bodily injury.
10.2. Additional Provisions. Stratus will ensure that the policies of insurance required under this Agreement contain, or are endorsed to
contain, the following provisions:
10.2.1 The City will be named as an additional insured on General Liability.
10.2.2 This insurance shaU be in force during the Hfe of the Agreement and any extensions of it and will not be cancelled without Sft-atus
providing thirty (30) days prior written Notice to City sent by Certified mail to the above -stated address.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Stiatus will fiimish certificates of
insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Stratiis fails to maintain any of these insurance coverages, then City will have the option to declare
Stratiis in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required
coverages. Stiattis is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from
Stratus or deduct the amount paid from any sums due Stratus under this Agreement.
11. INDEMNIFICATION Stiahis agrees to indemnify and hold hamiless the City and its officers, officials, and employees from and against
all claims, damages, losses and expenses including attorneys' fees directiy related to the perfonnance of the services described herein caused by
the negUg'ence, recklessness, or willful misconduct of Sfratiis or its affiliates as defined above. The parties expressly agree that any payment,
attorney's fee. costs or expense City incurs or makes to or on behalf of an injured employee under die City's self-administered workers
compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
12. GENERAL
12.1. We will provide Service only at the location(s) specified in the Service Schedule unless we agree otherwise, in wnting.
12.2. Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party 's express wntten consent.
Any attempt to make any such assignment or tiansfer without the express written consent of the other party will be deemed void.
Notwithstanding the foregoing, either party shall have the right to assign this Agreement to any of its affiUates or in connection with the sale or
tiansfer of all or substantially all of its assets.
12.3. The waiver or failure of either Party to exercise in any respects any right provided for herein shall not be deemed a waiver of that or any
other right hereunder. . n •
12.4. This Agreement as supplemented by the specific Service Schedule and any associated Addendum thereto as executed by the Parties,
constihites the entire agreement between the Parties for the subject matter hereof and supersedes all prior and contemporaneous wntten and oral
representations, proposals, negotiations and communications. In the event of any inconsistency or conflict between this Agreement and a Service
Schedule, the Service Schedule shall prevail.
12 5. This Agreement, the transactions occumng and services provided hereunder shall in aU respects be govemed by and enforced in accordance
with the laws of the jurisdiction where our affiliate dehvering the Services is organized. If Services are delivered by our affiliate in the Umted
States, the laws ofthe State of Califomia (except for the conflict of law principles thereof) shall govern and confrol.
(Remainder of Page Intentionally Left Blank - Signature Page Follows)
IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Agreement as indicated below.
Stratus Technologies Ireland Limited
By:
Name:
Tide:
Date:
By:
9
Name:
Titie:
Date
fioXsTOFORM.
S800 Master Sery6es Agr^fi^ipriffiN] [31 MAY 2011]
SJL G. EDMONSON
Stratus IMaster Services Agreement
SERVICE SCHEDULE
This Service Schedule is subject to and made a part ofthe Master Services Agreement between Stt-atiis Technologies Ireland Limited and _Citx
ofCarlsbad The Effective Date of this Service Schedule shall be the date of initial installation of the following System(s) unless a
different Effective Date has been agreed and listed below. Stratus agrees to provide and you agree to pay for the Services selected and
described in the Agreement and any Optional Services selected below for the System (Hardware and Software) listed below.
1. Effective Date: [Date of installation or other date agreed date] January 1. 2014
2. Customer Contacts:
Please provide fiiU details for the Primary Contact and up to four Named Contacts. Any subsequent changes to the Named Contacts should be
submitted to your local Stratus Representative.
Primary Contact Name: Maria Callander
Address:
Carlsbad Police Department
2560 Orion Way, Carlsbad, CA 92010
Phone: (760) 931-2176
Email: maria.callander(%carlsbadca.gov
Facsimile: (760 ) 931-2182
Named Contact Name (1): Sean Reese Named Contact Name (2): George Khalil
Address:
Carlsbad Police Deoartment
Address:
Carisbad Police Department
7560 Orion Wav Carlsbad. CA 92010 7560 Orinn Wav. Carlsbad. CA 92010
Phone; (760) 931-2212 Phone: (760) 931-2182
Email: sean.reese(Sicarlsbadca.gov Email: George.khalil(ffi,carlsbadca.gov
Facsimile: ( ) Facsimile: ( )
Named Contact Name (3): Joe Stephenson Named Contact Name (4): Lisa Vante
Address:
Carlsbad Police Department
Address:
Citv ofCarlsbad
7560 Orion Wav Carlsbad. CA 92010 1635 Faradav Ave. Carlsbad. CA 92008
Phone: ( ) Phone: ( )
Email: joe.stephenson(^carlsbadca.gov Email: lisa.vante(gcarlsbadca.gov
Facsimile: ( ) Facsimile: ( )
Carlsbad addendum Page 1 of 3
3. Selected Service Levels for the Microsoft Windows Operating System
DESCRIPTION OF SERVICES OPTION
SELECTED
SYSTEM(s)
System
Model # Qty Site ID Location Service Charges
SLR\Kh LCl tL:
Iotal \MurHiicc
(111hides ViL-nnnn Wiraii"*•> iifp'ilj_
*Uptime Guarantee 2700 1 334.30 ( arlsbad.C V $<)K8 (in
System Assurance
PUIforni Support
llarilwarcSuppnil
OPTIONM. SFRMCIS.
Extended Business Hours Field Service FRU Replacement
(12x5)
Extended Business Hours Field Service FRU Replacement
(24x5)
Saturday Field Service FRU Replacement (8x6)
Weekend/Holiday Field Service FRU Replacement (8x7)
Weekend/Holiday Field Service FRU Replacement (24x7)
Full CRU/FRU Onsite Replacement, Normal Service Levels
(8x5)
Full CRU/FRU Onsite Replacement, Normal Service Levels
(74x5)
Full CRU/FRU Onsite Replacement, Normal Service Levels
(24x7)
•The Uptime Guarantee (the "Guarantee") is subject to the following additional terms and resttictions: (1) only Systems covered under the Total Assurance Service
Level qualifies for the Guarantee; and (2) the Guarantee must be selected at time of initial System purchase; and (3) the Guarantee is subject to the terms and
conditions set forth in the Uptime Guarantee Addendum.
OPTIONAL SERVICES
Selected Optional Services (if applicable). You may supplement your selected Service Level coverage by purchasing additional on-site support services offered by
Sttatijs as described above. These services are provided as part of a Service Level and may not be purchased on a standalone basis.
IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Service Schedule as indicated below.
Stratus Technologies Ireland Limited
By:
Name
Title:
Date:
By;
Name
Title:
Date
OlLL jhw^ML^
TO FORM
PAUL G. EDMONSON
Assistant City Attorney
City of Carlsbad
Carlsbad addendum Page 2 of 3
SERVICE ADDENDUM
Total Assurance Service Level for Stratus Systems Running the IMicrosoft Windows Operating System
All defmitions and terms contained in the Master Service Agreement and the Service Schedule apply to this Addendum. The terms of this Addendum shall conti-ol m
the event of inconsistencies.
1. Severity Level Definitions
1.1. Critical: A problem that causes your System to become completely unavailable to users.
1.2. Serious: A problem that substantially impairs System operation.
1.3. Moderate: A problem that does not substantially impair System operation.
1.4. Mmor: A problem that does not impair the operation of your System. It is non-conforming behavior that can be avoided or ignored.
2. Customer Assistance Centers (CAC) Services: Sttatus will use best commercial efforts to provide remote and telephone Hardware and Software support within
the times described below, depending on the severity of the problem, for problems reported by you via telephone or e-mail.
2.1. Critical: Stiatiis will acknowledge receipt ofthe problem within thirty (30) minutes. Sti-atiis will provide CAC services (i) on a continuous basis until the System
is restored to service; and (ii) on a priority basis until a suitable workaround is provided or until all material aspects ofthe System's fimctionality are restored.
2.2. Serious: Stratiis will acknowledge receipt of the problem within two (2) hours. Sfratiis will provide CAC services on a priority basis until the System's
functionality is restored or a suitable workaround is found.
2.3. Moderate: CAC services will be provided during local business hours only. SQ-atiis will acknowledge receipt of the problem withm four (4) hours. SO-atiis will
use reasonable efforts to resolve the problem or provide a work around within seven (7) calendar days.
2.4. Minor: CAC services will be provided during local business hours only. Sti-atiis will acknowledge receipt of the problem within four (4) hours. Mmor problems
will be corrected in a manner and within a time frame as determined by Sti-attis in its sole discretion.
3 Remote System Support and Monitoring: Sfratus will provide 7x24 remote system support and monitoring of Covered Systems through an elecfronic
connection between each such Covered System and the Sfratiis CAC, using the Active Service Network. Remote System Support, if applicable, may mclude one or
more of the following:
3.1. Hardware problem auto notification. The System will automatically generate a call to Sfratiis CAC notifying us of a Hardware failure; and
3.2. Automatic parts replacement: Sfratiis' CAC will disburse a part replacement based on the System's automatically generated calls;
3.3. Access to Software downloads, uploads and on-line diagnostic routines; and
3.4. System report auto notification initiated by and relating to Software installations and system reboots.
4. Software Support: StiTitiis will provide 7 x 24, unUmited access to the Stratus CAC for assistiince with software problems related to the currently supported
version ofthe Sti-atiis Software, Operating System and supported non-Sfrattis Software identified in your Service Schedule (individually and/or collectively heremafter
referred to as "Supported Software"). Sfratiis technical support and uptime engineers will provide root cause problem determination and rehef, available Software
updates and bug fixes as well as information and assistance related to Software featiires. Telephone Software Support applies to the following:
4.1. Sfratiis Software: Sfratiis will maintain Supported Sfratiis Software such that it will inter operate with the then Sfratiis-supported release ofthe Wmdows operatmg
systcni.
4.2. Microsoft Windows Support: For Critical and Serious problems related to the Microsoft Windows operating system kernel, Sfratiis will provide priority access to
Windows certified Sti^atiis engineers, who will work collaboratively with Microsoft support personnel to address problems fraced to a Microsoft product.
5. Active Service Manager Services: Sfratiis will provide user-authenticated access to the following Sfratiis 7x24 elecfronic support services:
5.1. Service event call logging and monitoring;
5.2. Sfratus' technical Knowledgebase;
5.3. Software downloads; and
5.4. Product and service notifications
6. Hardware Remedial Services: Sfratiis will provide Hardware Remedial Services, which may include one or more ofthe following:
6.1. Advanced Parts Exchange - Next Business Day: Sfratiis will use commercially reasonable efforts to ship Hardware replacement parts within the same busmess
day of receiving an automatically-generated call through Remote System Support or by way of a Telephone request that is received prior to 5:00 P.M. local time.
Resttictions may apply in certain countiies. Sfratiis will pre-pay the cost of shipping the replacement part to the requested location. A next-busmess-day delivery
carrier chosen by Sfratiis will make shipments. Each replacement part shipment will also include shipping material and a pre-paid freight bill for retiim ofthe defective
part. The defective part must be retiimed to Sfratiis within fourteen (14) calendar days from the date of reported failure. Ifyou fail to do so, Sfratiis will bill and you
will pay the list price ofthe replacement part shipped. Sfratiis assumes all risk of loss or damage to parts that are in fransit to and from the location.
6.2. On-Site Hardware Support: ff Sfratiis detennines that it is necessary to do so, Sti-atiis will provide on-site Hardware support Services at its cost and expense
including labor, parts and material necessary to repair the System, which may include one or more ofthe following:
(1) Same Day Emergency On-Site Services: Sfratiis will provide same day emergency on-site service if die System experiences a Cntical problem and it
catmot be recovered through remote support means.
(2) Next Business Day On-Site Services: Sfratiis will provide next business day on-site service if die System experiences a Serious problem and cannot
be recovered through remote service means.
6.3. Hardware On-Site Support Services Conditions:
(1) You agree to render all reasonable assistance and to cooperate fiilly with Sfratiis' service representative or agent. Additionally, you agree to ensure
his/her ability to work witiiout interruption or interference.
(2) Upon arrival at flie site, subject to Sfratiis' reasonable judgment, on-site Services will be provided until the System is operational or as long as
reasonable progress is being made. Work may be temporarily suspended if additional parts or resources are requfred, but will resume when they
become available.
(3) Travel expenses incurred in fraveling to and from a System site located more than fifty (50) miles [eighty (80) kilometers] from the nearest Sfratiis
service center will be charged to and paid by you.
Carisbad addendum Page 3 of 3
stratus
Technologies
May 5, 2014
Ms. Maria Callander
Cityof Carlsbad
2560 Orion Way
Carlsbad, CA 92010
Re: Signature authority for the Master Services Agreement No. IRE221828
Dear Ms. Callander,
Per your request, I am confirming that Bill O'Dwyer is a Director of Stratus Technologies Ireland
Limited, and as such, has the authority to execute, sign, negotiate and approve the company's Customer
Service and Product agreements, including the Master Services Agreement, No. IRE221828 attached.
Best regards, f.
Frederic
Director'
Stratus Technologies Ireland Limited, Unit 275, Block l-'. BlanchH nisi own Corpoiato Park 1, Ballycoolin, Dub;;p. 15
Tel: +353 1 897 (7OOO, Fa,x +3.53 1 897 (^040, www.stTatus.com
Dfrectors: WiUiam O'Dwyer (Ireland) and F.S. Prifty (U.S.) Registered in Ireland No. 298520 Registered office: 25/28 North Wall Quay, Dublin 1