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HomeMy WebLinkAbout1990-02-06; City Council; 10472; ENHANCEMENTS TO SAFETY CENTER COMPUTER AIDED DISPATCH AND RECORDS MANAGEMENT SYSTEMS2 +--, $4 d J SAFETY CENTER ATCH AND RECORDS Adopt Resolution No. yfl-/y , approving Amendment No. 1 to the mai agreement to include software support services; approving the purchase of and software to provide backup capability for the Safety Center's Comput Dispatch and Records Management Systems; and transferring funds. ITEM EXPLANATION In December, 1989, the disk drive of the Computer Aided Dispatch (CAD failed. All of the data and software on the disk was destroyed. As a res disk drive had to be replaced; then all software reloaded, and all data re It took a great deal of overtime by many employees to get the computer ope again (including 50 overtime hours by Police personnel). Even with the conc effort of many employees, the system was still unusable for 7 days. We have since analyzed the Safety Center computer operations to determ practices and procedures should be implemented to reduce the possibil., similar occurrence in the future. As a result of that analysis, we have de that the following courses of action are appropriate: 1. Purchase and install an additional disk drive, a new tape drive and s The disk drive and software will provide us with a duplicate of all da tape drive will provide us with the ability to perform full backups at a of down-time for the system. Amend our hardware maintenance agreement with PRC to include maintenanc software on the system. Install a Northern Telecom Memorybank hard drive and tape backup unit Public Safety Records Management System. 2. 3. FISCAL IMPACT 1. a w Cost of purchasing and installing the additional disk drive, a new tal and software is $63,125. Cost of amending the maintenance agreement with PRC to include mainter all software is $20,019. Cost of purchasing and installing the Northern Telecom Memorybank hard dr tape backup unit for the Public Safety Records Management System is $1 The above specified items total $93,944 and funds are available from the Fund's undesignated fund balance. 2. 4 z .. 2 I- 0 4 3. 5 z 3 0 0 * e a 1 I The agreement with PRC also locks in the cost of maintenance for subsequent The maintenance for existing hardware and software for year two will cost $; year three will cost $21,499; year four will cost $23,004; and year five wi- $25,074. Maintenance of the Records Management System will cost approx. $2,000 annually. EXHIBITS 1. Resolution No. 727 -/// , approving Amendment No. 1 to the main. agreement to include software support services; approving the purch hardware and software to provide backup capabil ity for the CAD system i Records Management System; and transferring funds. 2. Amendment No. 1 for the Agreement with PRC/Public Management Services ( 3. PRC Software Maintenance Sub-Agreement. 4. Memorandum from Fire Administration Battalion Chief Stewart Gary dated ( 4, 1990 regarding the Records Management System Tape Backup Options. 5. Memorandum from Police Captain Suttle dated December 14, 1989 regardi Computer Aided Dispatch breakdown. -1 '9 f 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 RESOLUTION NO. 90-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING ACTIONS TO ENHANCE THE SAFETY CENTER'S COMPUTER AIDED DISPATCH AND RECORDS MANAGEMENT SYSTEMS, AND TRANSFERRING FUNDS WHEREAS, a Computer Aided Dispatch and Records Management syste installed and operating at the Safety Center; and WHEREAS, it is necessary to install additional hardware and softb ensure availability of the data; and WHEREAS, it is necessary to keep the hardware and software maintenance agreements. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Car California, as follows: 1. That the above recitations are true and correct. 2. That the Amendment No. 1 for the agreement between the City of Ca Pol ice Department and PRC/Publ ic Management Services ("PRC approved and the Information Systems Director is authorized to si agreement. 3. That the purchase and installation of a RA 82-AA 622 MB D TY81E-DA 6250/1600 bpi tape drive with controller and Disk Software from PRC at a total cost of $63,125 is hereby approved 4. That the purchase and installation of a Northern Telecom 55400/MAC485E Memorybank with 485 Mb, formatted 8" Winchester drive, and 8MM 2.3 66 tape backup from Northern Telecom at a tota of $10,800 is hereby approved. /// /// /// /// 4 t 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 l8 0 W 5. That an operating transfer of $73,925 from the General undesignated fund balance to Data Processing for computer hard hereby approved. Appropriations in the Data Processing I Services Fund in the amount of $73,925 for capital equipmc $20,019 for software maintenance are hereby authorized appropriation from the General Fund‘s undesignated fund bal ana amount of $20,019 for the Police Department’s Technical S Division’s Data Processing account is hereby authorized. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Cou the City of Carlsbad on the 6th day of February , 1990, by the fc vote, to wit: AYES: NOES: None ABSENT: None Council Members Lewis, Kulchin, Pettine, Mamaux and Larson ATTEST: I 19 20 21 22 23 24 25 26 27 28 I ALETHA L. RAUTENKRANZ, City Clerk (SEAL) 0 e I I AMENDMENT NO. 1 FOR THE AGREEMhpT BE?WEEN AND PRC/PUBLIC MANAGEMENT SERVICES ( "PRC" ) CITY OF CARLSBAD V, ("Customer") WHEREAS, the Customer and PRC entered into an Agreement effective July 1, 1989 whereby PRC was to provide Digital Hardware maintenance services for the Customer's MicroVAX 11; and WHEREAS, the Customer desires to amend the scope of the Agreement; and WHEREAS, PRC has agreed to amend the Agreement. Now, therefore it is agreed as follows: 1. Amendment No. 1 shall add the following: a. PRC Basic CAD Maintenance effective January 1, 1990. b. One time updates for the operating and layered products c. Uplifted service for Digital Hardware to DECsystem Support d. Digital Software Maintenance,(SSS and MDDS) effective Januarl software. Service effective January 1, 1990. 1, 1990. 2. Change part I. Scope of Agreement of the Master Maintenance Agreement to the following: A) Services provided for by the executed PRC/Digital Hardware and Software Agreement Exhibit I. €3 of Amendment No. 1 (copy attached), which includes Digital provided maintenance for Digital Hardware, operating system software and layered product software and/or certain third party equipment. 3. Add to part I. Scope of Agreement of the Master Maintenance Agreement the following: B) Services provided for by the executed PRC Software Maintenance Agreement, (copy attached), which include PRC provided software as shown in Exhibit A of th Software Agreement. One time Digital Software updates provided as describe in Exhibit I. A of Amendment No. 1 (copy attached) Installation of the Digital Software Updates is tk responsibility of the Customer. The attached PRC Software Maintenance SubAgreement is added t the Master Maintenance Agreement. C) 4. 0 e I I 5. Part V. Price and Payment of the Master Maintenance Agreement is replaced with the following: Non-Discounted PRC Price PERIOD Number 1 July 1, 1989 through June 30, 1990 1. PRCfligital Hardware and Software Maintenance a. Field Service Agreement $13,566.00 $12,209.00 b. One Time UNate Service $ 5,437.00 $4 , 892.00 PERIOD Number 1 January 1, 1990 through June 30, 1990 2. PRC Basic CAD Maintenance $ 4,000.00 $ 3,600.00 TOTAL FOR PERIOD $23,003.00 $20,701.00 PERIOD Number 2 July 1, 1990 through June 30, 1991 1. PRC/Digital Hardware Maintenance 2. PRC Basic CAD Maintenance $15,888.00 $14,299.00 $ 8,OOO.OO $ 7,200.00 TOTAL FOR PERIOD $23,888.00 $21,499.00 PERIOD Number 3 July 1, 1991 through June 30, 1992 1. PRC/Digital Hardware Maintenance $15,888.00 $14,299.00 2. PRC Basic CAD Maintenance $ 8,OOO.OO $ 7,200.00 TOTAL FOR PERIOD $23,888.00 $21,499.00 0 e 1 PERIOD Number 4 July 1, 1992 through June 30, 1993 1. PRCpigital Hardware Maintenance $17,000.00 $15,300.00 2. PRC Basic CAD Maintenance $ 8,560.00 $ 7,704.00 TOTAL FOR PERIOD $25,560.00 $23,004.00 PERIOD Number 5 July 1, 1993 through June 30, 1994 1. PRCpigital Hardware Maintenance 2. PRC Basic CAD Maintenance $18,530.00 $16,677.00 $ 9,330.00 $ 8,397.00 TOTAL FOR PERIOD $27 , 860.00 $25,074.00 PREVIOUS CCNIWETVATiUE: $ 58,877.00 $ 55,935.00 m c[rJTRA;cT - $124,199!00 $111,777.00 PRICE DIFFERBSCE: $ 85,236.00 $ 55,842.00 6. All other terms and conditions of the Agreement except as changed by this Amendment shall remain in full force and effect. 0 e I IN WITNESS WHEREOF, the parties hereto have executed this amendment, the day and year written below. City of Carlsbad PRC/Public Management Services Signature of Authorized Representative Signature of President Printed Name Printed Name Date Title Date . e e I Exhibit I. A to Amenibnrent No. 1 One Time Software Update Service Part No Description List Price PRC Price QA-OOlAA-H5 VAX/VMS UPDATE TK50 $3,927.00 $3,534.00 QA-925AA-H5 DECSERVER 100 UPDA'lT 459.00 413.00 QA-099AA-H5 COBOL UPDATE TK50 791.00 712.00 Shipping 260.00 233.00 TOTAL $5,437.00 $4,892.00 Prices do not include installation or any applicable sales tax. - e a 9 Exhibit I. B to Amenduent No. 1 (See attached Digital Field Service Agreement, Terms and Conditions and Service Descriptions) FJ fi M m v-4 0 a s ti CU a.rh is3 (-L 0 z=a mm hk Kit-% h I-. z L >rn+ cZU- c1.4 uc 0 k: CL n C- LL XBxSzg 90,4499 c e c*g <E "rnMMM Z1QQ ' 39Wd lN3WdIT103 lWlI9ICl UOad SE:9I €8, €1 3 ;.; I- E LFI # N trJ a 0 0 c1 .. w Lt 0 1 eee <m EQQ ' 39Hd lN3WdIn83 1WlISICI WOdj SE:91 68' 61 Service Des c r i p t i o OECsystem Support Senice FSO No. 34.0 Product Description DECsystem Support provides on-site hardware support, hardware and software telephone assistance and advisory support, access to Digital’s Software Information Network and right-to-use new versions of the software product. Agreement This Service Description, together with (a) the Digital Equipment Corporation US. Standard Terms and Conditions or U.S. Services Terms and Conditions, and (b) the duly executed Field Service Agreement constitute the entire agreement (“Agre ment”) between the parties with respect to its subject matter. Term This Agreement is effective for an initial term of one (I) year from the Commence- ment Date as specified in the attached Field Service Agreement. Thereafter, it may b( cancelled by either party upon thirty (30) days written notice. Prices Prices for Services may be adjusted by DIGITAL after the initial term upon ninety (90) days written notice. Geographic Availability Software Support Services is available in the continental United States, and the Island of Oahu, Hawaii. Eligibility Equipment is eligible for DECsystem Support Service provided it is in good operating condition and DIGITAL’S serviceability requirements and site environmental conditions are met. Any equipment repairs and/or adjustments DIGITAL determines are necessai in order to meet this eligibility will be made at DIGITAL’S Per Call rates and Terms and Conditions then in effect. A properly-licensed DIGITAL sofnvare product is eligible for DECsystem Support Service upon installation of the software. The equipment and software must be properly maintained at the latest DIGITAL revision level and must contain at least the minimum hardware and prerequisite software specified in the applicable Software Product Description (SPD). All DIGITAL-licensed DIGITAL-supported layered software products must be covered by a Software Support Service Agreement. DIGITAL Responsibilities SYSTEM SUPPORT SERVICE ON HARDWARE PRODUCTS Remedial Maintenance DECsystem Support provides on-site hardware service. Remedial hardware maintenanc d be performed continuously until the problem is resolved. DIGITAL wiU automatically activate an accelerated back-up plan to involve the necessary technical resources should some extraordinary problem cause repairs to exceed predetermined time limits Preventive Maintenance Scheduled preventive maintenance (if applicable) is provided during standard hours of coverage in accordance with equipment standards specified by DIGITAL. Labor and Materials DIGITAL, will provide all labor and materials. BUMIItl’” Service ~8)criptio =e Parts Replacement parts may be new or refurbished. Replaced parts become the propeny of DIGITAL. Engineering Modifications DIGITAL will install all applicable field implemented engineering modifications during the standard hours of coverage. Service Representative A designated service representative (if applicable) is assigned to each account to monitor the equipment’s performance and service history. Site Management Guide A Site Management Guide (if applicable), containing schedules, procedures, and logs used for recording and evaluating all information pertinent to the operation and care of the equipment, is provided to Purchaser. Remote Diagnosis DIGITAL will provide remote diagnosis on applicable DIGITAL systems which feature remote diagnosis capability, allowing for quick on-line problem isolation from a remote location. Response Time DIGITAL will respond to a call for remedial hardware service as follows: Road Miles from Response Time DIGITAL Office AND ABOVE ALL OTHER 0-50 2 hrs 4 hrs 5 1-100 4 hrs 4 hrs 101-200 8 hrs 8 hrs 201 and beyond 16 hrs 16 hrs Designated VAX 6200, 8500 Standard Coverage Minimum on-site hardware coverage is 8:OO a.m. to 5:OO p.m., Monday through Friday, except locally observed DIGITAL holidays. Optional Coverage DECservice coverage may be extended up to 24 hours per day, 7 days per week, including holidays. Zone Charges Equipment located beyond one hundred (100) miles from a designated DIGITAL office is subject to zone charge uplifts. SYSTEM SUPPORT SERVICE ON SOFTWARE PRODUCTS New Version Software Licenses The Purchaser will be properly licensed for all new versions of the DIGITAL-licensed sofnvare products that are covered by this Agreement which become available during the Agreement Term. Telephone Assistance Telephone assistance from DIGITAL is provided to assist authorized Purchaser employees in the use of their DIGITAL software and hardware. A toll-free telephone number and CSC access number will be provided. Three (3) Purchaser employees will be authorized to call the Customer Support Center (CSC) for telephone assistance. Digital Software Information Network The Purchaser will have Tymnee access to Digital Software Information Network (DSIN) for on-line software information and solutions to known software problems. In addition, software questions, concerns or problems can be submitted to DIGITAL through this system. me Service Des c r i p t i a Critical On-Site Support On-site support will be provided to assist in the resolution of problems in the soft- ware product which cannot be resolved remotely, and which DIGITAL determines ti be critical. Standard Coverage Telephone assistance for most DIGITAL software products is available from the DIGITAL Customer Support Centers (CSC) 24 hours per day, 7 days per week. Access to DSIN informational databases is available 24 hours per day, 7 days per week. Critical on-site support is available during the coverage hours of this Agreement. Purchaser Responsibilities Purchaser will: Notify DIGITAL immediately of software or equipment malfunction. system malfunction. AUow DIGITAL personnel full and unrestricted access to all equipment and software If security restrictions apply to any or all Purchaser systems to be supported by the Agreement, the Purchaser may be required to assume additional responsibilities for maintaining the equipment and/or software. Notify DIGITAL of any potential safety or health hazards that may exist at the site, i well as provide and/or recommend safety procedures to be followed while at the site. Provide at no charge to DIGITAL a reasonably secure work space and storage facilities, supplies and scratch media (including spare tapes and disk packs) as require1 and full and unrestricted access to all communications facilities. Maintain a current backup copy of the operating system and other applicable software programs and data. Have a Purchaser authorized employee present during service. Provide the name and telephone number of a Purchaser employee who is authorized to direct and approve activity from the CSC in the event of a critical problem. Specifically identify as critical a software problem that causes a system outage or prevents users from accessing a major software application. Not6 DIGITAL of changes in the equipment configuration and/or changes to non- DIGITAL software products installed on the system. Maintain site conditions within the common environmental range of all system device$ (and media) as specified by DIGITAL. Provide and bear the cost of DIGITAL-specified modems and/or data sets, when required for systems having remote diagnosis service. These devices will be connected to a dedicated direct-distance-dialing (voice-grade) telephone line, provided and paid for by the Purchaser. 3 Run any applicable customer-runnabie diagnostics prior to notifying DIGITAL of a DECompatibie Service For the servicing of equipment not manufactured or supplied by DIGITAL, the following applies: Purchaser will furnish at no charge to DIGITAL: (i) maintenance manuals including preventive maintenance procedures and appropriate logic and schematic diagrams as are mutually agreed to by DIGITAL and Purchaser; (ii) such diagnostic aids and test programs as may be developed or used by the original manufacturer or supplier of the equipment in testing to venfy that the equipment operates properly; and (iii) diagnostic and documentation updates that Purchaser receives for the equipment. ‘@S e r v i c e ~ecriptio All such items furnished by Purchaser will remain the property of Purchaser. Any Purchaser furnished items in the possession of DIGITAL at the termination of this agreement will be returned to Purchaser in an “as is” condition. Purchaser, if required by DIGITAL, will at no expense to DIGITAL provide each servicing location with a telephone number and contact(s) of the original manufacturer or supplier to provide technical assistance to resolve service problems. Enhancements recommended by the manufacturer to improve reliability, maintainability and/or safety of equipment shall be installed by DIGITAL on a time and material basis at DIGITAL’S Per Call rates then in effect. DIGITAL‘s installation or servicing of equipment not supplied by DIGITAL neither implies nor warrants the equipment’s compatibility with DIGITAL supplied equipment, or compliance with FCC regulations. DIGITAL’s installation or servicing of such equipment neither constitutes an endorsement of the equipment, nor a grant of any license under any of DIGITAL’S patents, copy- rights, trademarks, or trade secrets. Purchaser acknowledges that DIGITAL reserves the right to assign or subcontract to third parties certain services set forth in this Service Description. If this assignment provision is inconsistent with any other term of this Agreement, this provision will prevail. Exclusions The following services are not included under this Agreement: Service outside of the contracted hours of coverage. Services which in DIGITAL’s opinion are required due to improper treatment or use of the equipment or software. Services required due to authorized attempts by other than DIGITAL personnel to repair, maintain or modify the equipment or software. Services required due to causes external to the DIGITAL-maintained equipment or software. Software product media and documentation updates. Reconfiguration of equipment. Individual software products which have been discontinued or reclassified as “Customer Supported”. These products may be withdrawn from service upon one hundred eighty (180) days prior written notice, which notice shall not be issued prior to the end of the first year of service. Individual hardware products that cannot, in DIGITAL’S opinion, be properly repaired due to excessive wear or deterioration. These products may be withdrawn from service upon ninety (90) days prior written notice, which notice shall not be issued prior to the end of the first year of service. Service Options The following options are available for DECsystem Support Service Purchasers: System Management Service Media and Documentation Distribution Service Termination If either party fails to perform its obligations under this or any other Agree- ment between the parties and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminate this Agreement. EN-01834-12-0000(7M6) COPYRIGHT Q 1988 DIGITAL EQUIPMENT CORPORATION Service D as c r i p t i * #csrrlcr PSD Ir. 1.3 lntroduetkn DEGetvice is Lligital's most comprehensive tm-de hmdwat\p mrrinteMnce service pnxhct. It dengned for mtotnen who #quire maxbmnn system pe&mmce. HisMisms CommittedRespom = Continuous Remedial Hardware Maintenance = Automatic Problem Escalation Fixed Monthly Charge Extended Coverage Engineering Modifications Scheduled Preventive Maintenance (if applicable) Account Representative (if applicable) Site Management Guide (if applicable) Remote Diagnosis (if applicable) Features 1. Committed response to remedial hdware maintenance requests made during contracted hours of coverage. 2. Remedial hardware maintenance will be performed continuously until the problen is resolved. 3, Digital will automatically activate an accelerated back-up plan to involve the necessary technical resources should some extraordinary problem cause repairs to excec determined time limits. 4. Labor and materials are covered by a fixed monthly charge. New standard parts 01 refurbished parts which meet Digital's quality control standards will be provided. Replaced parts become the property of Digital. 5. Coverage can be optionally extended up to 24 hours per day, 7 days per week, including holidays; this may be influenced by local laws, customs or business conditions 6. Digital will install the latest applicable engineering modifications. 7. Scheduled preventive maintenance (if applicable) is provided according to equipment standards specified by DGtal. For 9 hour15 clay agreements, preventive maintenance may be deferred to between 5 p.m. and 8 p.m., if mutually agreed upon. 8. A designated service representative (if applicable) is assigned to each Bccount to monitor the equipment's performance and service history. 9. A Site Management Guide (if applicable), containing schedules, pnmdurrs, and logs used for recording and evaluating all information pertinent to the operation and care of the equipment, is provided to each customer. 10. on-line problem isolation from a remote location. Some Digital systems feature remote diagnosis capability which allows for quick PBIUQW riptlol D e ‘0 a@ervice A- DECservice is available throughout the continental United States, the District of Columbia, the Islands of Oahu, Hawaii, and Alaska with the €allowing conditions: Digital will respond as follows to a call for remedial hardware maintenance service a! follows: Road Miles from Designated Digital Office = Response Commitments fa DECservice Response Time VAX 8500 AND ABOVE ALL OTHER 0-50 2 hrs 4 hrs 51-100 4 hrs 4 hrs 101-200 Shrs 8 hrs 201 and beyond 16 hrs 16 hrs Minimum DECservice coverage is 8:OO a.m. to 5:OO p.m., Monday through Friday, except locally observed Digital holidays. However, locations beyond one hundred ( miles from a designated Digital office require a minimum of 16 hours per day, 5 d per week coverage. Optional Extended Hours of Coverage DECservice can be extended to 12, 16 or 24 hours per day, 5,6 or 7 days per week. Specific details can be obtained from your local Digital office. The initial contract term is one (1) year. It may be cancelled thereafter upon ninety days written notice. Equipment located beyond one hundred (100) miles from a designated Digital officl subject to Zone Charge Uplifts. Zone charge uplifts only applicable to contracts unc $300/month. Equipment is eligible for DECservice provided it is in good operating condition anc Digital’s serviceability requirements and site environmental conditions are met. An equipment repairs and/or adjustments Digital determines are necessary in order to I this eligibility will be made at Digital’s Per Call rates, terms and conditions then in effect. a Standard Hours of Coverage a rn Term = Zonecharges lElisiMlitV ~ResponsiMl~ In order to provide DECservice, Digital must: 1. be immediately notified of equipment malfunction; 2. be allowed full and unrestricted access to dl equipment and communications fz necessary to effect repair, 3. be provided with a reasonable work space and storage facilities; and 4. have a customer representative present during service. Site conditions must be maintained within the common environmental range of all system devices (and media) as specified by Digital. For equipment having remote diagnosis service, customer shall provide and bear th costs of Digital-specified modems and/or data sets, when required. These devices u. co~t~ted to a dedicated direct-distancedialjng (voice-grade) telephone line, provic and paid for by the customer. riptio .os e rv i c e D e.c For Digital’s DECmates I and 11, Rainbow and Professional Personal Computer Systems, customer-runable diagnostics must be run prior to notifying Digital of a~ equipment malfunction. For the servicing of equipment not manufactured or supplied by Digital, the follo applies: 1. DECompatiile Service The customer shall furnish at no charge to Digital: A. maintenance manuals including preventive maintenance procedures and appropriate logic and schematic diagrams as are mutually agreed to by C customer; such diagnostic aids and test programs as may be developed or used by t original manufacturer or supplier of the equipment in testing to verify tl equipment operates properly; and C. diagnostic and documentation updates that the customer receives for th( equipment. All items furnished by Customer subject to this paragraph shall remain the pi of Customer. Any Customer furnished items in the possession of Digital at tl termination of this agreement shall be returned to Customer in an “AS IS” c The Customer, if required by Digital, shall at no expense to Digital provide t servicing location with a telephone number and contaa(s) of the original ma or supplier to provide technical assistance to resolve service problems. 2. Enhancements recommended by the manufacturer to improve reliability, maintainability and/or safety of equipment shall be installed by Digital on a time material basis at current Per-Call rates. 3. The servicing by Digital of equipment not supplied by Digital in no way sw nor warrants compatibility with Digital supplied equipment? nor compliance with regulations. 4. Digital, by servicing the above mentioned equipment, does not warrant compatibility with equipment supplied by Digital if the equipment (inclusive of software) supplied by Digital is modified in any way. The following maintenance services are not included under DECservice: 1. service outside of the contracted hours of coverage; 2. services which in Digital’s opinion are required due to improper treatment 01 the equipment; 3. services required due to unauthorized attempts by other than Digital persom repair, maintain or modify the equipment; or 4. services required due to causes external to the Digital-maintained equipment Unless otherwise specifically contracted, DECservice does not include any applic travel charges, reconfiguration of equipment or coverage on locally observed Digj holidays. If either party fails to perform its obligations under this or any other agreement 1 the parties and such failure continues for a period of twenty (20) days after writ0 notice, the other party shall have the right to terminate this agreement. B. limitations Termination Service 68 s c r i p t i Software Support Service FSO lo. 28.0 Product Description Software Support Service provides software telephone assistance and adv support, access to Digital’s Software Information Network, and the right to-use new versions of the software product. This Service Description, together with (a) the Digital Equipment Corpo U.S. Standard Terms and Conditions or U.S. Services Terms and Condit and (b) the duly executed Field Service Agreement constitute the entire agreement (“Agreement”) between the parties with respect to its subject ma This Agreement is effective for an initial term of one (1) year from the Commencement Date as specified in the attached Field Service Agreeme Thereafter, it may be cancelled by either party upon thirty (30) days wrii notice. The Software Support Service Agreement must be coterminous with the System Support Service Agreement (if applicable). Prices for services may be adjusted by DIGITAL after the initial term UI ninety (90) days written notice. Software Support Service is available in the continental United States, an Island of Oahu, Hawaii. Agreement Term Prices Geographic Availability Eligibility A properly-licensed DIGITAL software product is eligible for Software Support Service upon installation of the software. The equipment and sof must be properly maintained at the latest DIGITAL revision level and m contain at least the minimum hardware and prerequisite software specifie in the applicable Software Product Description (SPD). All DIGITAL-licensed DIGITAL-supported layered software products m be covered by a Software Support Service Agreement. New Version Software Licenses The Purchaser wd be properly licensed for all new versions of the DIG1 licensed software products that are covered by this Agreement which bec available during the Agreement term. Telephone Assistance Telephone assistance from DIGITAL is provided to assist authorized Purch employees in the use of their DIGITAL software. A toll-free telephone number and CSC access number will be provided. Three (3) Purchaser emp will be authorized to call the Customer Support Center (CSC) for telephc assistance. DIGITAL Responsibilities IUMIiUTM m qervice De ecription Digital Software Information Network The Purchaser wdl have Tymnetm access to Digital Software Information Network (DSIN) for on-line software information and solutions to known software problems. In addition, software questions, concerns or problems can be submitted to DIGITAL through this system. Critical On-Site Support On-site remedial support will be provided to assist in the resolution of problems in the software product which cannot be resolved remotely, and which DIGITAL determines to be critical. Travel Charges On-site support for equipment located more than one hundred (100) miles from a designated DIGITAL office is subject to DIGITAL'S current travel charges. Response Commitments for Software Support Service Telephone assistance for most DIGITAL software products is available from the DIGITAL Customer Support Centers (CSC) 24 hours per day, 7 days per week. Access to DSIN informational databases is available 24 hours per day, 7 days per week. Critical on-site support wd be available during the hours of the System Support Service Agreement. If no System Support Service Agreement exists, on-site services are available during the normal business hours of the local DIGITAL Field Service office, excluding locally-observed holidays. Purchaser Responsibilities Purchaser will: Notify DIGITAL immediately of sobaare or equipment malfunction. Allow DIGITAL personnel full and unrestricted access to all equipment and software. If security restrictions apply to any or all Purchaser systems to be supported by the Agreement, the Purchaser may be required to assume additional responsibilities for maintaining the equipment and/or software. Notify DIGITAL of any potential safety or health hazards that may exist at the site, as well as provide and/or recommend safety procedures to be followed while at the site. Provide at no charge to DIGITAL a reasonably secure work space and storage facilities, supplies and scratch media (including spare tapes and disk packs) as required, and full and unrestricted access to alI communications facilities. Maintain a current backup copy of the operating system and other applicable software programs and data. Have a Purchaser authorized employee present during service. Provide the name and telephone number of a Purchaser employee who is authorized to direct and approve activity from the CSC in the event of a critical problem. Specifically identify as critical a software problem that causes a system outage or prevents users from accessing a major software application. Notify DIGITAL of changes in the equipment configuration and/or changes to non-DIGITAL software products installed on the system. a= Service @ e s c r i p t Exclusions The following services are not included under this Agreement: Services which in DIGITAL’S opinion are required due to improper or use of the equipment or software. Services required due to unauthorized attempts by other than DIG11 personnel to repair, maintain or modify the software product. Services required due to causes external to DIGITAL, or to equipme software not furnished by DIGITAL. Software product media and documentation updates. Individual software products which have been discontinued or reclass “Customer Supported”. These products may be withdrawn from serv upon one hundred eighty (180) days prior written notice, which notic not be issued prior to the end of the first year of service. Services not covered under Software Support Service may, upon reqL provided at DIGITAL’S Per Call rates and Terms and Conditions thc effect. Service Options The following options are available for Software Support Service Purc System Management Service Media and Documentation Distribution Service Termination If either party fails to perform its obligations under this or any other ment between the parties and such failure continues for a period of t (30) days after written notice, the other party shall have the right to I this Agreement. EN-01836-12-0000(7M6) COPYRIGHT 0 1988 DIGITAL EQUIPMENT CORPORATION Service @scripti I Media and Documentation Distribution Service FSD No. 31.0 Product Description Media and Documentation Distribution Service is designed for Purchasers who receive through warranty or service Agreement the right to install upd versions of the software and need to receive the media and documentatior: for the update. This Service Description, together with (a) the Digital Equipment Corporal US. Standard Terms and Conditions or US. Services Terms and Conditio] and (b) the duly executed Field Service Agreement constitute the entire agreement (“Agreement”) between the parties with respect to its subject matte This Agreement is effective for an initial term of one (1) year from the Commencement Date as speclfied in the attached Field Service Agreement. Thereafter, it may be cancelled by either party upon thirty (30) days writte notice. The Media and Documentation Distribution Service Agreement must be coterminous with the Warranty or Service Agreement covering the software product. Prices for Services may be adjusted by DIGITAL after the initial term up0 ninety (90) days written notice. Media and Documentation Distribution Service is available in the United States. Agreement Term Prices Geographic Availability Eligibility A properly-licensed DIGITAL software product with an active Warranty or Service Agreement which provides for license updates is eligible for Media and Documentation Distribution Service. DIGITAL Responsibilities DIGITAL wlll provide: (i) new software releases and interim updates made generally available on designated media. (ii) improvements and enhancements to Software Reference Manuals made generally available. (iii) a DIGITAL Newsletter which includes information about software enhancements, software changes, programming notes, and documentation corrections, if applicable. ~flI€lnmT” m(0~ervice ~ecriptio 1 t’ Exclusions The following services are not included under this Agreement: The right to install the software update. Individual software products which have been discontinued or reclassified as “Customer Supported”. These products may be withdrawn from service upon one hundred eighty (180) days’ prior written notice, which notice shall not be issued prior to the end of the first year of service. The following options are available for Media and Documentation Distributioi Service Purchasers: Documentation Update Service If either party fails to perform its obligations under this or any other Agree- ment between the parties and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminatc this Agreement. Service Options Termination EN-01839-12-M)00(7M6) COPYRIGHT 0 1988 DIGITAL EQUIPMENT CORPORATION m m . 1' DIGITAL EQUIPMENT CORPORATION U.S. STANDARD TERMS AND CONDITIONS The following are the Terms and Conditions under which Digital Equip- Payment for Products and Distributed Software is due thirty (30) da ment Corporation I"D1GITAL") sells and licenses Products, Services, and from the date of delivery, provided Purchaser maintains crec Distributed Software in the United States of America. 1. Ddlnltlons arrangements satisfactory to DIGITAL. Payment for Services and fees forwhich no "delivery"of Products is involved is due upon me! of invoice. Cancellation or -heduling by Purchaser of an order for Produ& Distributed Software thirty 130) days or less prior to the acknowledg delivery date will be subiect to a charge to Purchaser of five pew (5%) of the list price of the products or Distributed Software tc maximum of ten thousand dollars (S 10,OOOt. Rescheduling of an or( is subject to acceptance by DIGITAL. DIGITAL facility are fifty percent (50%) of the course price if cancel fourteen ( 14) days or less prior to the scheduled start date. Cancellat charges may also be incurred as specified in the applicable Sen Description in the event of Purchaser's cancellation of Sewi furnished under agreement Products or Distributed Software will be installed by DIGITAL Purchaser's facility in the United States if the price includes installat or if Purchaser separately purchases installation services. Availabi of installation is specified in the Rice List. Installation shall deemed complete upon the successful execution of DIGITI diagnostic programs. Purchaser is responsible for preparation of a and suitable site in accordance with DIGITAL'S site specifications 6. Payment I. I "Equipment" refers to computer systems (excluding Software). related hardware. accessories. and spare parts listed in the Rice List. Equipment may be manufactured using refurbished compo- nents or may have been used internally for ongoing reliability testing. Spare parts may be refurbished. I .2 "Software" refers to software products (including databases), listed in the Price List, supplied with Equipment, or otheFwise supplied or developed by DIGITAL including packaged application software and software supplied in connection with Services. The term "Software" applies to all parts of Software, and to new releases. updates, and modiflcations of Softwme, but does not include Distributed Software. 1.3 "Distributed Software" refers to third-party software products. including databases. licensed directly to Purchaser by a third party and identified as such. libraries. and other publications listed in the Price List or supplied with Software or Equipment listed in Price List or supplied in connection with Services. The term "Documentation" does not include Software Product Descriptions, SeM'ce Descriptions. Soft- ware, or Distributed Software. I .5 "Services" refers to DIGITAL standard software services. equip- ment services and educational services, for which there is a Service Description, but does not refer to custom services. 1.6 "Products" refers to Equipment, Software, and Documentation or other products furnished under these Terms and Conditions, but not to Services or to Distributed Sofhvare. For Software. other licensed Products and Distributed Software, the term "purchase" means "license" and the term "Purchaser" means "Licensee." i .7 "Rice List" refers to the DIGITAL published price list i) appli- cable to the Products or Services that are the subject of a particular order, and ii) that is current when the order is accepted. 1.8 "Software Product Descriptions" ("SPDs") refers to documents of this name and any addenda thereto which provide Software specifications, warranty, and license information for Software described therein. 1.9 "Service Descriptions" refers to documents of this name which provide information regarding DIGITAL'S and Purchaser's obliga- tions for Services provided under these Terms and Conditions. Prices and fees for Products. Distributed Software, and Services will be as specified in an authorized DIGITAL quotation that is current at the time an order is accepted, or in the absence of a quotation, shall be DIGITAL'S standard prices and fees specified in the Price List Fees for and services included with Software licensed under a Periodic Payment License ("PPL") may be changed by DIGITAL upon ninety (901 days' written notice. Prices and fees are exclusive of and Purchaser is responsible for all applicable taxes on the sale. license. or use of Products and Distrib- uted Software or on the provision of Services. except for taxes based on DIGITAL'S net income. 7. mllation and Reschcd~ chages Cancellation charges for regularly scheduled courses conducted i 1.4 "Documentation" refers to manuals, handbooks. maintenance 8. [&tion 9. warranty 9.1 Equipment Equipment is warranted by DIGITAL to Purchaser aeinst def in workmanship and material during the applicable warr period. 9. I .I The warranty period for Equipment is specified in the E List. The period begins on the date installation is comple or upon delivery if the Equipment is customer installal If DIGITAL is prevented from installing Equipment by cai beyond its control for more than thirty (30) days from the of delivery, the warranty period will commence on thirtieth (30th) day after delivery. 9.1.2 Warranty service will be provided in the United Stati either Purchaser's facility or a DIGITAL repair facilit specified in the Rice Ust 9.2 Software 2. Orders, Prices and Fees DIGITAL warrants to Purchaser that Software designate warranted in the SPD or the Price List will conform to the applicable to the Software at the time an order is accepted term of the warranty and the manner in which DIGITAL will rei any nonconformance is specified in the SPD or the Rice Liz other Software is provided "as is". DIGITAL does not warrar the execution of Software shall be uninterrupted or error fre DIGITAL does not warrant the form or content of Distrll Software or Documentation, both of which DIGITAL providc is." Certain Distributed Software is warranted by the third The warranties provided in Subparagraphs 9.1 and 9.2 are lii warranties and do not apply to a) Many Products. other than Equipment or Software. whicr be sold or licensed by DIGITAL The above are sold or kc "as is." or are warranted directly to Purchaser by a third or b) conditions resulting from improper use of the Equipm Software or operation of the Equipment outside the sp environmental conditions, or c) conditions resulting from causes external to the Equi after delivery. or d) conditions resulting from modifications to Equipm Software other than modifications made by DIGITAL. 9.3 Distributed Software and Documentation 3. Taxes 9.4 Limitation of Warranty 4. Dellvery Products and Distributed Software will be delivered F.O.B. DIGITAL'S plants. Purchaser will be responsible for constructed transportation charges, and for insurance at rates in effect at the time an order is accepted. Purchaser may elect to provide its own insurance by providing specific written notice to DIGITAL. DIGITAL reserves a purchase-money security interest in each Product delivered and, in the case of authorized resellers, in any proceeds of the Product including accounts receivable. Purchaser agrees to sign upon request, any document necessary to perfect DIGITAL'S security interest. 5. Securlty Interest e 1 1.2 Standard License Terms a ' .I ' 9.5 Service Warranty DIGITAL warrants that Sewices will be provided in a workmanlike manner in accordance with the Service Description applicable at the time of order. I I .2. I Software Execution Purchaser may execute the Software on the Licens Processor, and may load, copy or transmit the Softwa in whole or in part. only as necessary for execution on t Licensed Processor. except that i) Purchaser may execi the Software (except diagnostic Software) on anoti single processor or equipment configuration on temporary basis during a malfunction which prevei execution of the Software on the Licensed Processor. a THE ABOM: WARRANTIES ARE THE EXCLUSIVE WARRANTIES, may load. transmit. or copy the Software as necessary AND NO OTHER WARRANTY, EXPRESS OR IMPLIED, SHALL such temporary execution; and, ii) Purchaser may ma APPLY. DIGITAL SPECIFICALLY DISCLAIMS THE IMPLIED archival copies of the Software as provided in t WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A Copyright Law of the United States. PARTICULAR PURPOSE. The term "Licensed Processor" shall mean a proces! or equipment configuration of the type specified in t license. i) the serial number of which is specified in t DIGITAL license cefiificate furnished by DIGITAL or in 1 Software license order acknowledged by DIGITAL. 01 none is so specified. ii) on which the Software is f executed pursuant to the license grant. I I .2.2 Modification and Merger Purchaser may i) modify the Software (in machi readable form only). or ii) merge modified Software unmodified Software into other software. to fa adaptations intended solely for execution by Purcha on the Licensed Processor. Any part of the Softw included in such adaptations will continue to be subj to these Terms and Conditions and of the applical Software license. Purchaser may make the Software available to employees and agents to the extent needed to exerc: its llcense hereunder. Purchaser may also make Software available to eligible related parties (as defir in a Shared Access Agreement) which have execute1 Shared Access Agreement agreeing to be bound by the terms of Purchaser's license, and to their employc and agents in accordance with the terms of the Shai Access Agreement Purchaser shall not make the Softw available in any form to any parties except thc identified in this Subparagraph 11.2. To the extent that the Software contains any confiden or trade secret information, the Software and information it contains are licensed to Purchaser punu to a confidential relationship. Purchaser expres acknowledges this confidential relationship and agree keep the Software and information in confidence provided herein. Purchaser's license is pers~nal and nonexclusive, and r not be transferred without DIGITAL'S express cons except as provided in DIGITAL'S Software Lice] Transfer Policy stated in the Price List in effect at the ti of transfer. 11.2.5 Record Keeping Purchaser shall keep complete and accurate record! uniquely identifying the Software and the Licen! Processors (through retention of the DIGITAL issi license certificate or othenvise) and b) indicating wh the Software is located. Whin thirty (30) days a receivinga request from DIGITAL, Purchasershall prov copies of the applicable records to DIGITAL, anc DIGITAL reasonably believes that the Software has bc made available to any third - or executed (excep permitted by these Terms and Conditions) on any ot processor or equipment configuration durlng the tern the license, Purchaser shall pfovide an explanation. all other legal notices. including but not limited to 01 proprietary notices and notices mandated governmental entities, on all complete or mal COP adaptations, or transmissions of the Software. DIGITAL transfen no title to or ownership of any Sob to Purchaser or any third party. Except as explicitly forth in these Terms and Conditions, Purchaser shall execute, use. copy, or modify the Software or take action Inconsistent with DIGITAL'S intellectual ptop rights in the Software. Purchaser shall not decompilc 9.6 Remedies Purchaser's remedies for DIGITALS obligations under Paragraph 9 are as set forth in Paragraph I5 9 7 Disclaimer of Warranties IO. Patents and Copwts 10.1 Defense and Indemnification DIGITAL shall defend, at its expense, any claim (including any suit) brought against Purchaser alleging that any Equipment, Software or Documentation furnished hereunder infringe a United States patent, copyright, or mask work right, and shall pay all costs and damages finally awarded, provided that Purchaser gives DIGITAL prompt written notice of such claim. and information, reasonable assistance and sole authority to defend or settle the claim. In the defense or settlement of the claim, DIGITAL may obtain for Purchaser the right to continue using the Equipment, Software or Documentation replace or modify the Equipment, Software or Documentation so they become non-infringlng. or, if such remedies are not reasonably available. grant Purchaser a credit for the Equipment, Software or Documentation as depreciated and accept their return. DIGITAL shall not have any liability if the alleged infringement is based upon the use. license or sale of the Equipment. Software or Documentation In combination with other products (including software) not furnished by DIGITAL DIGITAL DISCLAIMS ALL OTHER LIABILITY FOR VIOLATION, MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND FURTHER DISCLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSEOUENTIAL DAMAGES. 11.2.3 Access to Software 10.2 Patent License For Equipment which has a UNIBUS or @BUS interconnection bus, DIGITAL grants to Purchaser a non-transferable license under U.S. Patent 3,815,099, effective on DIGITAL'S acceptance of Purchaser's order for the Equipment, to manufacture, but not to have manufactured, up to ten (IO) Devices (as defined below) for connection to the Equipment through the bus. and to use or, to the extent that Purchaser is authorized by DIGITAL to resell the Equipment under a written agreement and any applicable addendum thereto. to sell a system containingthe Equipment and the manufactured Devices. The term "Mce" means a memory or peripheral unit adapted to be directly connected to the bus, or an interface for a memory or peripheral unit enabling it to be connected in such a way that the connected memory or peripheral unit is covered by one or more claims of U.S. Patent 38 15,099. Purchaser receives no right to use any Software except by the grant of a Software license by DIGITAL A Software license identifies the Software and the pnxessor or equipment configuration on which the Software may be executed and may identify additional license terms. 1 1.1 Grant of Software License On DIGITAL'S acceptance of Purchaser's order for a Software license DIGITAL grants Purchaser a Software license as provided below. For Software supplied by DIGITAL with Equipment or in connection with Services (except the Software indicated in Paragraph 13) or for Packaged Applications Software. Purchaser's order for Equipment or Services or the Packaged Application Software shall constitute the order for a Software License. Purchaser's license shall continue unless terminated as provided herein. These Terms and Conditions govern the license granted by DIGITAL to Purchaser and Purchaser's obligations thereunder. DIGITAL grants no Software licenses whatsoewr, either explicitly or implicitly. except by acceptance of an order for a Software license. Storage media which Purchaser receives from DIGITAL may contain certaln Software for which DIGITAL has not accepted an order from Purchaser for a Software license. If Purchaser desires to license this Software. Purchaser must obtain the appropriate Software licenses from DIGITAL. Technical means may be Incorporated in Software to prevent Purchaser's access to unlicensed Software. 1 1.2.4 Personal. Nonexclusive Licenses ll.~areUcenee purchaser agrees to reproduce DIGITAL'S copyright i 11.2.6 License Limitation, Reverse Engineering 0 a I .I ' reverse assemble the Software. or analyze or otherwise 13. Malntenancc Meted Diagnostic Software. Documentation. equipment or other mat used by DIGITAL in the performance of installation, warrant Services may be furnished with Products or stored at Purcha facility. DIGITAL grants no title or license to such material, ai remains the exclusive property of DIGITAL. Purchaser agree properly secure such material and not to use it in any manner or r it available to third parties without DIGITAL's prior consent. Purchaser hereby acknowledges that it will not export any DIG Products, Distributed Software or technical data (e.g., any tech information relating to Products or Distributed Software. writte otherwise). or any product incorporating Products, Distrib Software, or DIGITAL technical data, without first obtaining reqi US. Government export licenses. Purchaser further acknowledges it is knowledgeable about U.S. Government export licer requirements or that it will become so prior to engaging, di& indirectly, in any export transaction involving Products, Distrib Software, or DIGITAL technical data. examine it for reverse engineering the Software or for reverse engineering any hardware or firmware implementation of the Software. I 1.3 Additional License Terms If Purchaser orders certain Software licenses, additional or modified terms may apply as indicated or referenced below: I 1 .3. I Software License Order Without Media If Purchaser's order specifies a Software license for which no corresponding media order is required by DIGITAL, then on DIGITAL'S acceptance of the order, DIGITAL will grant to Purchaser the additional right to load, copy, or transmit a version of the Software already licensed to Purchaser and in Purchaser's possession for execution only on the Licensed Processor specified in Purchaser's order. Additional terms apply to all Software license orders for source code Software. Purchaser must execute an appropriate source license agreement to obtain a license for source code Software. Applicable license terms and fees, if any, for newversions of the Software are specified in the Price List. Software orders specifying a PPL license require payment of initial fees and ongoing periodic fees. Purchaser may terminate a PPL license effective at the end of any payment period on ninety (90) days prior written notice to DIGITAL. 11.3.5 Terms in Price List or SPD For certain licenses additional or modified terms may apply as indicated and/or referenced in the Price List, the applicable SPD or Service Description. 14- w 11.3.2 Sources 15* Remedks and Ihnhtions 15.1 DIGITAL'S entire liability and Purchaser's remedies arf forth in this Paragraph 15. except as provided in Subparag 10.1. These remedies are Purchaser's exclusive remedies are in lieu of any other remedy at law or in equity. 15.2 In all situations involving performance or nonperformant Equipment and Software furnished hereunder. Purcha remedy is II repair or replacement by DIGITAL (at DIGI' option) of defective Equipment if notified by Purchaser a defect within the warranty period, or 2) remedy, by DIGIT, the manner specified in the SPD, of a nonconformanc Software to the applicable SPD during the stated war period. If DIGITAL fails to perform its warranty or SE responsibilities. or if Purchaser has any other claim relatc Products or Services purchased or licensed from DIG Purchaser shall be entitled to recover only direct damage: only up to the limits set forth in Subparagraph 15.3. i I .4 License Termination 15.3 DIGITAL'S LIABILITY TO PURCHASER FOR ANY C/ WHATSOEVER SHALL BE LIMITED TO THE GREATER OF MILLION DOLLARS ($1.ooO,OOO.oO) OR THE PURCHASE F DlGITAL may terminate any licenses granted and any Software PAID TO DIGITAL FOR THE PRODUCTS AND SERVICES ' orders placed hereunder if Purchaser neglects or fails to perform ARE THE SUBIECT OF PURCHASER'S CLAIM. THIS LIMITA or observe any of its obligations to DIGITAL under these Terms WILL APPLY REGARDLESS OF THE FORM OF ACI and Conditions, and such condition is not remedied within ten WHETHER CONTRACT OR TORT, INCLUDING WITk (IO) days after written notice has been given to Purchaser. Termination, whether by DIGITAL or Purchaser, shall apply to all LIMITATION NEGLIGENCE. THE FOREGOING LIMITA versions of the Software licensed for execution on the Licensed DOES NOT APPLY TO DAMAGES RESULTING F Processor. PERSONAL INJURY CAUSED BY DIGITAL'S NEGLIGENCE. Before any termination by Purchaser becomes effective, and in 15.4 IN NO EVENT WILL DIGITAL BE LIABLE FOR ANY DM the event of any termination by DIGITAL, Purchaser shall i) return RESULTING FROM LOSS OF DATA OR USE, LOST PROF17 to DIGITAL any license certificate furnished by DIGITAL, ii) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. destroy all copies of all versions of the Software in Purchaser's 15.5 Any action against DIGITAL must be brought within eigl possession, iii) remove all portions of all versions of the Software ( 18) months after the cause of action arises. from any adaptations made by Purchaser and destroy such portions, and iv) certify in writing that all copies, including all those included in Purchaser's adaptations, have been destroyed in accordance with DIGITAL'S standard Destruction of Software certification. 11.3.3 Newversions 11.3.4 PPL 16. hned p,.,,hions DIGITAL Products are manufactured for standard commercial use are not intended to be sold or licensed for use in critical safety sy! in nuclear facilities. DIGITAL may require additional con& safeguards for other nuclear, mass transportation, and av DIGITAL is not responsible for delay or failure to perfor obligations due to causes beyond its reasonable control. Install warranty, and Services to be performed at Purchaser's facility mi be performed if DIGITAL reasonably believes conditions a Purchaser's facility represent a safety or health hazard to any Dl( Neither party may assign or transfer any of the rights, dutie obligations listed above without the written consent of the other Service Descriptions, SPD's. and the provisions in the Pricc applicable to Products, Services or Distributed Software that ai subject of Purchaser's order shall be considered part of these ' and Conditions and are provided to Purchaser, or if not provide available to Purchaser on request. DIGITAL'S acceptance of Purch order will form an agreement subject only to these Term! Conditions. These Terms and Conditions will supersede any pn communications. representations. or agreements by either whether verbal or written including any terms and conditio Purchaser's order. Any modification to these Terms and Cond must be in writing and signed by authorized representatn DIGITAL and Purchaser. This agreement is governed by and con! under the laws of Massachusetk I I .5 Distributed Software applications. Distributed Software is licensed in accordance with the terms and conditions of the third-party license agreement accompanying the Distributed Software. Purchaser shall not load, execute, modify. copy, disclose, transfer, or otherwise use the Distributed Software except as provided in the applicable third party license agreement. employee. 12. Resemation of Propem Rlghts 12.1 The purchase or license of DIGITAL Products does not convey any right to combine or connect DIGITAL Products, protocols. or system architectures with products other than Authorized Products where DIGITAL has one or more patents covering such combination or connection. Authorized Products are I) products covered by an express license between DIGITAL and Purchaser, 2) produrn distributed di,.&,,, or indirely by DIGITAL, or 3) products distributed directly or indirectly by any Licensee of DlGlTAL whose license includes the right to resell or sublicense such products. 12.2 Except as expressly set forth in these Terms and Conditions, DIGITAL grants no right. title, or interest in its intekctual property rights to Purchaser. I, a , I. ' PRC so= - SuB-AGmEMmT AGREEMENT effective January 1, 1990 between PRC Public Management Services, Inc., 1500 Planning Research Drive, McLean, Virginia 22102 ("PRC") and City of Carlsbad prrti---.p----J--u.c ( "Customer"). 1. Software System For the purpose of this Agreement, the "Software System" shall mean the computer software system identified in Exhibit A. 2. Software supPo rt Services With respect to the Software System, PRC agrees to perform, or cause to be performed, the following maintenance services: a) b) If during the term of this Agreement, (a.) Customer discovers defects in the Software System such that same will not perform in accordance with PRC's design; (b.) Customer notifies PRC of such defects; (c.) such defects are reproducible, then PRC shall provide, or cause to bf provided, timely corrections of such defects. If problems arise concerning the Software System, PRC will provide 2 reasonable amount of telephone assistance within the schedule anc charges stated in Exhibit B. PRC will retain a complete cow of the Software System source code. c) 3. Responsibilities of Custamer The obligations of PRC under this Agreement are conditioned upon: a) Customer assigning a coordinator to ensure that Customer'$ 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. b) Customer assigning at least two technically capable individuals, as required by PRC to assist PRC in performing its services hereunder. c) Customer to perform system and file backup procedures as instructec by PRC. d) Customer ensuring that appropriate journal logs are, on a dail] basis, copied onto tape and that the appropriate data base is, on i weekly basis, copied onto tape or disk and that full tape backup i: taken before and after each batch run which changes the data base. Document prepared December 20, 1989 Page 1 of I e e , .I ' PRC WFmAFtE v SUB-- e) Customer, in accordance with a schedule mutually agreed upon by PRC and Customer, (i) running file integrity programs and forwarding the results to PRC and (ii) printing data base maps and forwarding them to PRC. Customer periodically running the data base purge programs in order to keep the data base at an efficient level and to reduce the need for file continuations. g) 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 Customer shall be responsible for controlling security and access to the computer systems. The Customer shall connect the dial-in modem in a timely manner to allow PRC to perform maintenance activities, and the Customer shall provide the appropriate usernames and authorization codes to PRC whenever maintenance work is to be done. i) Customer shall not perform any modifications to the Software System or allow any person or entity not specifically authorized by PRC to perform any modifications to the Software System. f) h) 4. Twill - The term during which PRC shall be obligated to perform under Section 2 shall commence January 1, 1990, and, unless terminated pursuant to the PRC MASTER MAINTENANCE AGREEMEW shall continue for a period of 4 years six months. PRC and Customer may, by mutual agreement in writing, renew the term or any renewal thereof, for an additional period of one year. 5. License With respect to each correction to the Software System furnished to Customer under this Agreement, Customr is granted a non-exclusive, non- assignable, non-transferable license to use such correction solely as appropriate as part of the Software System. Document prepared December 20, 1989 Page 2 of 5 m a I <? ' PRC so- - suB-€GmzmNr 6. Limitation of Liability and Remedies a) Limited Warranty PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR IMpLIEc (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FImSS FOR P 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 EVE" SHALL PRC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR TORT DAMAGES. 7. Price Escalation A. term of this Agreement unless otherwise stated. B. PDP systems shall be subject to a 10% price increase per year during the For all other systems the price increases shall be: Year 1 - 0% Year 2 - 5% over Year 1 Year 3 - 0% over Year 2 Year 4 - 5% over Year 3 Year 5 - 0% over Year 4 Document prepared December 20, 1989 Page 3 of ! 0 a I ,7 a PRC SOETwAm lmmmwwm - EXHIBIT A SOE-IWARE 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 system as defined in the original Detailed System Design as submitted to and accepted by the Customer including any additional contractual work performed by PRC/Public Management Services. Document prepared December 20, 1989 Page 4 of 5 e 0 , 6) PRC som - SUB-- . EXHIBIT B SERVICES TD BE PEUJVIDED 1. Basic software service shall be provided five (5) days per week from 5:30 a.m. through 5:30 p.m. Pacific time excluding PRC holidays. Calls made outside the above Basic service times will be billable. 2. Authorized Options. (check the appropriate box) YES NO 00 a) Bnergency Contact Service (Including PRC holidays) Calls @ $600 each Customer may call PRC's emergency contact service number outside Basic Service hours. Customer shall pay flat $600 fee regardless of the time or effort required to fix the problem within thirty days of receipt of an invoice for the same. b) On Demand Maintenance Service YES No 00 number of On Demand Maintenance service trips at $5,000 each for a total of $ . PRC will provide up to forty (40) hours of On Demand Maintenance per trip. Each On Demand Maintenance service trip includes travel and expenses for only one (1) visit to Customer's site. The 40-hour time On Demand Maintenance will be delivered in one continuous trip to the Customer's site . Document prepared December 20, 1989 Page 5 of 5 0 e , a. ’ . January 4,1990 TO: INFORMATION SYSTEMS DIRECTOR FROM: Fire Administration Battalion Chief RECORDS MANAGEMENT SYSTEM - TAPE BACKUP OPTIONS Per our discussion this date, here are the options and pricing for additional hard drive storage and tape backup methods for the Public Safety Records Management System. Option 1: Requirements: Utilize the MicroVax I1 as a file server and tape backup system. 3 Fast Path 4 gateways @ $ 2,000 ea. 50 session PacerLink license 50 session Pacershare license $ 2,000 50 session PacerPrint license $1,000 $ 6,000 $ 8,000 ____---__- Total: $ 17,000 Technical issues: 1. No tape backup for nodes, without creating mirror images onto the D.E.C. hard drive, which isn’t big enough. 2. Appleshare server must be off-line to be put onto 9 track tape. 3. Tape backups and restores require I.S. staff to handle. 4. File server performance slightly slower to nodes, due to extra gateways and processing inside V.M.S. 5. Requires additional gateways and network redesign, which is more to go wrong in the future. 6. Puts all of Public Safety’s computing “eggs” onto one C.P.U. bus. Option 2: Requirements: Install a Northern Telecom Mernorybank hard drive and tape backup unit. Model SS400/MAC485E Memorybank with 485 Mb, formatted, 8” Winchester hard drive, 8mm 2.3 GB tape backup. cost: $ 10,000 Technical Issues: 1. Unattended tape backup for Appleshare file server and nodes. 2. File server stays up during backups. 0 0 L q x8 ’ INFORMATION SERVICES DIRECTOR page 2. January 4,1990 3. Users from nodes can recover files from tape without the help of I.S. staff. 4. This unit has the best price/performance specifications of anything else available in the Macintosh market. I have included the Northern Telecom information for your use. I also have coming from them information on the new node backup software, as well as a formal price quote on letterhead. Please call if you require any further information. & S WART GARY Attachment e e . I. e DECEMBER 14,1989 TO: POLICE CHIEF FROM: Capt. Suttle COMPUTER AIDED DISPATCH BREAK DOWN On Friday December 8th, the Computer Adided Dispatch CPU experienced a hardware failure. Specifically, in computer terms, the hard disk "crashed", or suffered rendered it useless. What this meant was that all operating system files and history files were lost. Typically, these files can be recovered from "back up" tapes after a hardware repair has been conducted. However, in our case, we did not have our system files backed up (since 1986). In addition we did not have a good copy of the operating system. Our dispatch operations operated in the manual mode during repair procedures. We were able to get the hard disk replaced on Saturday and Sunday, but weren't able to get assistance from PRC until Monday. Info systems personnel worked over the weekend in getting the CPU back up. On Monday, PRC attempted to reload the operating system with some difficulty. last back up (1986) of the Geo file was installed and our last history dump was reloaded (12-05-89). We were back in operation by 1000 on Tuesday. We then conducted a "rebuild" of the Geo file which was completed on this date. Everyone concerned did an outstanding job in handling the problem and getting us back on line. irreversible damage to the disk surface that On Tuesday the operating system was finally installed, the - e 0 . .I 9 > * ANALYSIS While there are many reasons for hardware failure, it is very likely that in our case a lack of proper maintenance contributed to this problem. Investigation reveals that we did not allow for the routine preventive maintenance to be conducted when it was scheduled. This was probably due to our inexperience with these types of systems and was one of the driving forces behind the appropriation of an information systems person to assist us. In addition we also did not have proper back up of our operating system and Geo file. We also had not prepared ourselves for a major "crash" with any back up hardware. With this experience in mind we now have a lesson on which to repair our deficiencies and avoid this type of problem in the future. ACTION PLAN To eliminate the type of problems this event created for us, the following actions are recommended: I. Provide on going program/system management and development. (Info Systems person is currently being backgrounded). 2. Reconfigure the hardware to provide "dual processing" and proper backup, in the event of hardware failures. 3. Institute proper maintenance procedures for both Hardware and software. 4. Institute a proper program of "Backing up" and security. 5. Institute a more assertive program of manual training to account for new personnel and on going manual skills development. L I) Q p .d % 8 CONCLUSION While this event caused problems in our operations, it also enabled us to observe what our shortcomings were and to be able to put things right. All personnel involved did an outstanding job of "recovery" and were able to continue to provide levels of service that equaled the level before the incident. Dispatchers and records utilized approximately 50 hours of overtime effort to bring the system back to its previous level. Information Systems personnel contributed several long days of extra work to get the system "up" and PRC spent two days assisting. If there is any positive aspect of this incident it was the "team effort" that everyone exhibited in putting things back together. assuring to observe this effort and reassuring to know that in a real pinch everyone pulls together. It was truly In that respect this was a positive event.