HomeMy WebLinkAbout1998-01-20; City Council; 14523; SAFETY CENTER COMPUTER AIDED DISPATCH MAINTENANCE,.
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T ur CARLSBAD - AG '' A BILL " 'ITd
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MTG, 1/20/98
TITLE:
DEPT. 1s vx DEPT.
Safety Center Computer Aided Dispatch Maintenance ClTY 1
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RECOMMENDED ACTION:
Adopt Resolution No. 99 -18 ratifying a Master Maintenance Agreement and
Amendment No. 1 to the maintenance agreement with PRC Public Sector, Inc., for
software and hardware maintenance for the Safety Center's Computer Aided Dispatch
system (CAD).
ITEM EXPLANATION:
In January 1986, Council authorized the purchase of a Computer Aided Dispatch system
for the Safety Center. The CAD system is comprised of software furnished by PRC, and
runs on hardware provided by Digital Equipment Corporation (DEC). After the one year
warranty period, the City entered into a year-to-year agreement with PRC for software
and hardware maintenance. As is typical with sohare maintenance, the software
developer (PRC) is the only one who can offer maintenance. Software maintenance is
needed for CAD application updates as well as phone support for questions and problem
resolution. Though PRC maintains just the software, they offer the city the ability to
contract with them for the hardware maintenance (which is merely a pass-through to
DEC). Hardware support is needed to maintain the computer itself. Should something
physically go wrong with the computer, DEC has 4 hours to repair it.
In February 1990, Council authorized staff to upgrade the hardware and software of the
Safety Center's CAD system. At the same time, Council authorized staff to enter into a
5-year agreement with PRC for maintenance. By entering into a 5-year agreement, PRC
offers the city a 10% discount of the cost of maintenance on year-to-year agreements.
The 5-yea agreement expired on June 30,1995, and a new Master Maintenance
Agreement was initiated by staff. Shortly after this agreement was executed, Amendment
No. 1 to the Master Agreement was instated in order to insure an accurate listing of
hardware. Since the dollar amount of this contract is over $25,000, Council action was
required to approve this contract. Due to an oversight by staff, this action was not taken.
existing 5-year maintenance agreement executed by the Information Systems Manager.
This will lock in the price of the maintenance contract for the 5-year period, and will
again give the city a 10% discount over the cost of yearly agreements. At the conclusion
of this contract, June 30,2000, staff will evaluate support options and determine if this
continues to be the best manner in which to support the CAD system.
FISCAL IMPACT:
The cost for year one was $43,875, year two $46,554, year three $47,621, year four
$50,503 and year five $53,503. Funds necessary to cover these expenses are budgeted
annually by the Information Systems department.
Therefore, staff now requests that for continued support of the system, Council ratify the
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page 2 ofm # JY, 5A3
EXHIBITS:
1. Resolution No. 98-18 y ratifying the Master Maintenance Agreement and
Amendment No. 1 to that agreement between the City of Carlsbad and PRC Public
Sector, Inc., for continued hardware and software maintenance of the Safety Center’s
Computer Aided Dispatch system (CAD).
2. PRC Master Maintenance Agreement.
3. Amendment No. 1 to the Master Agreement.
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RESOLUTION NO. 98-18
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, RATIFYING A MAINTENANCE
AGREEMENT AND AMENDMENT NO. 1 TO THE AGREEMENT
WITH PRC PUBLIC SECTOR, INC., FOR THE SAFETY CENTER COMPUTER AIDED DISPATCH SYSTEM.
WHEREAS, a Computer Aided Dispatch system is installed and in
operation at the Safety Center; and
WHEREAS, it is necessary to keep the hardware and software under
maintenance to insure operation; and
WHEREAS, sufficient funds have been and will continue to be
budgeted by Information Systems for the purpose of maintaining the Computer
Aided Dispatch system; and
WHEREAS, the requisite City Council approval of the Master
Maintenance Agreement and Amendment No. 1 were not obtained prior to
execution of those agreements.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California as follows:
1. That the above recitations are true and correct.
2. That the Master Maintenance Agreement and Amendment No. 1
to that agreement between the City of Carlsbad and PRC Public Sector, Inc. (on
file in the City Clerk’s Office) currently in effect for hardware and software
maintenance and previously executed by the Information Systems Manager, are
hereby ratified by the City Council.
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PASSED, APPROVED AND ADOPTED at a regular meeting of the
1
i City Council on the Ehday of January , 1998, by the following vote, to wit:
AYES:Council Members Lewis, Finnila, Nygaard, Kulchin & H
NOES: None
ABSENT:None
ATTEST: - oepxx, &! (
ALETHA L. RAUTENKRANZ
City Clerk (SEAL)
46 ai e e
PRC MASTER MAINTENANCE AGREEMENT
V. Price and Payment
The Customer shall pay the amount labelled "Total Due," with respect to the perioc
identified, in Exhibit "A" (attached).
The Customer and PRC may change the price and payment schedule by mutua
agreement in order to add or delete items, or change the level of service for item covered under the PRClDigital Maintenance Sub-Agreement. Such changes must bl agreed to in writing,
The fees for Basic Software Maintenance shall be paid annually in advance. Per call an1
block time charges, if selected as options in Item 2 of Exhibit B of the PRC SOFTWAR'
MAINTENANCE SUB-AGREEMENT, will be invoiced after the service is performec
The fees for PRC/Digital Maintenance shall be paid monthly in advance.
Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the respo~
sibility of the Customer and will be added to the invoices.
Payment terms are net thirty (30) days from date of invoice. PRC reserves the right
charge interest for late payments at the rate of one and one-half percent (1 5%) p
month.
VI. IndeDendent Contractor
PRC is an independent contractor under this Agreement, and not an employee or age
of Customer. All payments hereunder shall be made to PRC Public Sector, Inc. 1
deductions shall be made from the payments provided for under Article V above for a
reason including taxes, workman's compensation or insurance.
VII. Entire Contract
This Agreement and attached Sub-Agreement(s) represent the entire and integra
agreement between the parties hereto and supersedes all prior and contemporanec
negotiations, representations, understandings, and agreements, whether written or 01
with respect to the subject matter hereof. This Agreement may be amended only
written instrument signed by the parties hereto.
Document prepared April 24, 1995 Pal?
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PRC MASTER LMAINTENANCE AGREEMENT . -.__ -. .. ..
CITY OF CARLSBAD: PRC PUBLIC SECTOR, INC.:
&**+-. i~ 2,' cj /y [J.,y.z P " *
Signature of Authorized Representative Linda M. Rauner
Vice President - Contracts
c / ~&Kb+J KETE ESCM
Printed Name Date / /
.xs- yr\ *P%iiE (2
Title
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Date - :'
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Document prepared April 24, 1995 Pat
ry <I 0 a
PROIGITAL MALNTENANCE SUB-AGBEEMENT
This Agreement is entered into between PRC Public Sector, Inc., 1500 PRC Drive, McLear
Virginia 22102, (hereinafter referred to as “PRC”) and City of Cnrlsbnd, (hereinafter referred t
as “Customer”).
PRC is an authorized dealer of computer products, services and distributed software of Digit
Equipment Corporation (hereinafter referred to as “Digital”), PRC hereby sells to Customer, tf
maintenance services of Digital for the described Digital products, appropriate third party produc
and/or Digital operating system software on the terms and conditions as follows:
I. Term of Apreement
This Agreement shall be valid from July 1, 1995, This Agreement shall be valid for five (5) ye2
from the effective date. This Agreement may be terminated according to the terms of the PF
MASTER MAINTENANCE AGREEMENT.
II. Scope of Maintenance
The services to be performed by Digital are as detailed on the Digital Field Service Sew!
Description attached as Exhibit “A” hereto, and made a part hereof, for all purposes. It
understood that PRC is selling the Digital level of service as shown on said Field Sen,
Description. Should Digital at any time alter any of the terms, conditions, or services offered un
such Description such changes shall automatically become part of this Agreement. Should Custor
not be able to comply with such changes, Customer may terminate this Agreement with ninety (’
days prior written notice to PRC.
III. Eauicment Services
The equipment, which shall be maintained under this Agreement, is as described on Exhibit ‘
attached hereto and made a part hereof, for all purposes. The monthly Digital list charges refet
to in Article IV below, are also shown on Exhibit “B”. Equipment is eligible for service under
Agreement provided it is in good operating condition and Digital’s serviceability requirements
site environmental conditions are met.
Document prepared March 24, 1995 Pa
If 1’ 0 0
PRCDIGITAL 1MAINTENANCE SUB-AGREEMENT
IV. Digital Standard Terms
This Agreement is subject to the terms of Digital’s current published U.S. Standard Terms an
Conditions, a copy ofwhich is attached as Exhibit “C” hereto. Should Digital at any time alter SuC
Standard Terms and Conditions, this Agreement shall be deemed to have incorporated suc
alterations into Exhibit “C”.
V. PRC Master Agreement
This Agreement is subject to the terms and conditions of a PRC Master Maintenance Agreemer
a conflict with the terms of this Agreement. and the terms and conditions of such Master Maintenance Agreement shall prevail in the event
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Document prepared March 24, 1995 Pa!
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PRCDIGITAL MAINTENANCE SUB-AGREEMENT
EXH I B IT “A”
to
PRCIDigital Maintenance Agreement
(See attached Digital Field Service Service Descriptions.)
Service *script1
kttrnn support Lanice ma ro. 28.0
Product Description
Agreement
term
Prices
Geographic Availability
Eligibility
DIGITAL Responsibilities
N6!6PiPTM
Software Support Service provides sofnvare telephone assistance and advisc
support, access to Digitaf’s Software Information Network, and the right-
to-use new versions of the sofware product.
This Service Description, together with (a) the Digital Equipment Corpora
U.S. Standard Terms and Conditions or U.S. Services Terms and Conditia
and (b) the duly executed Field Service Agreement constitute the entire
agreement (“Agreement”) between the parties with respect to its subject matt
This Agreement is effective for an initial term of one (1) year from the
Commencement Date as specified in the attached Field Service Agreemen1
Thereafter, it may be cancelled by either party upon thiny (30) days writ1
notice.
The Sofcware 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 up
ninety (90) days written notice.
Sofnvare Support Service is available in the continental United States, anc
Island of Oahu, Hawaii. -
A properly-licensed DIGITAL software product is eligible for Sofrware
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).
AU DIGITAL-licensed DIGITAL-supported layered software products m
be covered by a Software Support Service Agreement.
New Version Sohare Licenses
The Purchaser will be properly licensed for all new versions of the DIG1
licensed software products that are covered by this Agreement which be(
available during the Agreement term.
Telephone Assistance
Telephone assistance from DIGITAL is provided to assist authorized Purd
employees in the use of their DIGITAL software. A toll-free telephone
number and CSC access number will be provided. Three (3) Purchaser em1
wd be authorized to call the Customer Support Center (CSC) for telepi
assistance.
a.~ervice 6s '( cription o e0
Digid Sahrre Infailadtian NetwoPk
The Purchaser will have Tymneta access to Digital Sofiware Information
Nework (DSIN) for on-he 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.
Trnvel 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 Suppon 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 will 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:
Not$ DIGITAL immediately of sofware 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.
Notdy 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
Provide at no charge to DIGITAL a reasonably secure work space and
storage facilities, supplies and scratcb media (including spare tapes and disk
packs) as required, 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 P Purchaser employee who is
authorized to direct and approve activity from the CSC in the event of
a critical problem.
SpecificaUy identlfy as critical a software problem that causes a system outagc
or prevents users from accessing a major software application.
Notrfy DIGITAL of changes in the equipment configuration and/or changes
to non-DIGITAL software products installed on the system.
followed while at the site.
11 .L 0’ service eoescript
Exclusions The following services are not included. under this Agreement:
Services which in DIGITAL’S opinion are required due to improper t
or use of the equipment or software.
Services required due to unauthorized attempts by other than DIGITI
personnel to repair, maintain or mod+ the sohare product.
Services required due to causes external to DIGITAL, or to equipme]
software nor furnished by DIGITAL.
Software product media and dscurnentatian updates.
Individual software products which have been discontinued or reclass
“Cusromer Supported”. These products may be withdrawn from Sew
upon one hundred eighty (180) days prior written notice, which noric
not be issued prior to the end of the first year of service. *
Services not covered under Sofnvare Support Service may, upon reqr
provided at DIGITAL’S Per Call rates and Terms and Conditions th
effect.
Service Options The following options are available for Software Support Service PUI
System Management Service
Media and Documentation Distribution Service
Tanni~tion If either party fails to perform its obligations under this or any othe
ment between the parties and such failure continues for a period of
(30) days after written notice, the other party shd have the right to
this Agreement.
- EN.01836.12.0000(7M61 COPYRIGHT C 1988 DIGITAL EQUIPMENT CORPORATION
*J I, e - CImu
Wrduction
Hlghli#hts
Fsatures
a
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a
a
DECbkbI&Msm~t - m-**"-. It
'.'forarrSmmw60""".
commincdRespoase
GndnwwRemdLlHprdarprrMpinteMnoc
Automatic problem E,s&tion
Fted Monthly charge
En& Covumge
Engin#iingM&hns
scbahhd Preventive Mpinttnnarr (if applicable)
Account Repcnudve (if applicable)
Site Mpnngemcnt Guide (i rpplicoblc)
Remote Difgmsis (if .pplicpMe)
1. commined re3ponsc to radial hardware mpintenoacc rrqwru mndt during
contrpcted hours of covvpge.
2. Red hardware maintenance wiR be perfomxd cDntinh until the pbl
is rrsolvai.
3. Digital will automatidy activate an pccttrpted back-up pkn to involve the
accasPrytee)uridrexnuusrhouldmweresordiDPrpproMemcuuerrpPintoa
der& time limits.
4. LoborIndmntairlsutcowndbprfired~nfhlychprse.Ncarruadvd~
~ip.rrs"Digi~squrlitycDn~IuDdrrdfwinbepaavsd6d.
Rcphad pnns bsomc the prapatgr of Digid.
5. Gvesigean&optioMDyateadadupto24~pa~7drppa~, including holidays; &my bt infld by bcrl laws, customs or buskss axxiit
6. &id will iring thc htes appliabk aqbaing modifia+innr.
equipment stardads .rrylrifird by Digid. For 9 knu15 &y apemenu, pmentb
~r~maybeddemdtobctantn5p.m.md8p.m.,ifmununyrgrredq
8. AdcsignntedstrviccrrprrsentPtivc(ifrpplicoblt)kusigdtoachrcouDt
monitor thc equipment's prfotmurc rad senrice history.
9. A Site Minngcment Guide (i applicable), mntaining sdduks, poccQrrs, a
~wdforncording~cv~ul~~~o~~npeniDtnttothtopcrrtion~
crrrofthcsquipmcnt,isprovidedtoachcurtoma.
10. SomeDigidsyst~faturerrmote~aprbilit3~~forq
on-line probkm koktion from I remote loution.
7. scbcduled prwentive mrintmnncc (if ippliahlc) k provided acading to
mwr
I
=a -16 errice
I1 '1
crrl.m--
Availability
Eligibility
DECservicc is rvpilable throughout the continental United Stata, the Distria of
col-b=, the && & au, H~~&, md ALL tith the follow conditions:
m Rtlpdcuch '. ~faDEc#Virc
Dig~td will respond as follows to a d for remedial hprdararc maintenance service as
fonows:
Road Milts from Designated Rcsponx Time
Digitaloffice
VAX 8500 AND ABOVE ALL OTHER
0-50
51-100
101-200
201 md beyond
2k
4hts
8hrs
16 hrs
4hts
4hrs
8hrs
16 hrs
SundvdHounofCoParge
Minimum DECservice coverage is 8:m a.m. to 5:OO p.m., Monday through Friday
acept locally observed Digital holidays. However, locations beyond one hundred
miles from a designated Digital office require a minimum of 16 hours per day, 5 (
per week coverage.
DECsvvia can be extended to 12,16 or 24 hours per day, 5,6 or 7 days per week
Specific cktaiIs an be obtained from your local Digital office.
Tk inid contract term is one (1) year. It may be ded thurPftcr upon nineq
drys written notice.
Opti~dWHmdGvv
Term
bcb- Equipment bted beyond OM hundred (100) des from 8 designated Digitai offic sub- to Zone Charge Uplifts. Zone duuge uplifts only applicpble to contracts UT
$300/month.
Equipment is eligible for DECsuvicc provided it is in good operating condition a
Digital's smkabiity rrquircments and site envkonmd mnditions are met. A
cquipmcnt rrppits and/or adjustments Digid determines arc nmssvy in order tc
thiscligrbilityarillbemndeattDigitPl'sPaG11~t~,tcnns.ndconditionstheni
effect.
Customer Responsibilities L O& to pt0V;de DECdcc, wtd must:
1. be immediately notified of equipment mplfunction;
2. be &wed full ud unresnicred 8ccess to d equipment nnd mmmunicntions
nrmurr,tocffat~;
3. be provided with 8 rrrsoMbIe work spree .ad storage fpdlities; rad
4. hve a customer representative present mving &.
Site cozditiozls must be maintained within the comxmn environmental range of
For esuipwnt hrving remote dipgnosis yrvicc, customer shall provide nnd beu
costs of Digid-spedfied modems and/or data sets, amtn requid. Thesc dcvia
md pud for by tbt customer.
system dcviccr (UKi medi.) .f specified by Digitd.
C0-d to 8 dedicnted dtea-distrn- (VOk-grrde) tdephone h, pn
'0 m 86 amrv~co cr~yrta
I, "
For Digids DECmrtcs I .od II, Rainbow .od Professionnl ptrood Compltcr Spstcms, c~~~0m-d dirgnostia must bt run prior to notifyine Digid of an
esuipmcnt mrlfurrtion.
For the scmidq of equipment not rnmufd or supplied by Digital, the f&wi
rpplis:
DEC~~~p&kkvke
1. ThCCllSto~Shdfumish8t~ChgCtoDigid:
A. mrlntmfnce manu& $ctud$8 preventive mrtrteMaot pmxdures and
appropriate bgic and schematic diagram as UT mutunuy pgrrcd to by Dig
Customu;
B. ~dipgnosticridsudtestpIogrrms.smrybedeveiopedorwdbythc
ongd manufacturer or supplier of the equipment in testing to vaify thn~
equipment opercltes properly; and
squipwnt.
C. diagnostic and documentation updates tlaat the customer dvcs for the
AU items fumLhed by Customer subm to this paragraph SW remain the pro]
of Customer. Any Customer hrmished items in the possestion of Digital at the
turninntion of this pgmmmt shall be returned to Customer in m "AS IS" -1
The Customer, if rcquked by Digid, shall at no expense to Digid prwidt au semi- location with a telephone numbcr and conuctb) of the original mnnu
or supplier to provide technical assistance to rrsolve xrvicc problems.
2. EnhPncements mcommcnded by tbc manufsr~rcr to improve reliability,
mPintPinnbility~orssfetyofequipmcntshPllbt~byDigitalon8timeol
IMtd b4sit 8t cuntnt "cd mtCS.
3. ThexrvidngbyDigidOfequipwntnot~lidbyDigidinnoWoysugge
nor-warranu compatibility with Digid supplied equipment, mr compliance with E
rrgulotiOnS.
4. Digid, by sewking the above mentioned equipment, docs not wurant
compotibiity with equipment supplied by Digital if the equipment (inclusive of
software) supplied by wtal is modified in my way.
Urnitations
Termination
The following maintenance tQyiccs are not inchded urdtr DECLCTYiCC:
1. ynricc outsick of the contracted hwrt of covcmgc;
2. ~~inDigitnl'sopinionuerrqukedductoimpro~pertmcntor
thecquipment; .
3. servicesrrqukedduetounnutho~attcmptsbyotherthanDigidpcrsonrv
repair, maintain or modify tbc equipment; or
4. ~rcquirrddur:to~ertcrnrlrothe~rrl-mrintriacdoquipmmt.
Unless otherarix spificdy conarted, DECscnria does not We my rpplicni
mvel dmrgcs, r#xIILfiglpitioIl of equipmmt or coverage on Wy obscnd Digit
holidnyt.
If either party fiit to perform its obligations under this or my other rgrrunmt b the parties ud such frihve continues for pcnod of twenty (20) days .ftcr.wxitte notia, the orha party thsll have phc nght to tuminatc 3rL apmaat,
Service scriptio De
DECsystern/BASlCsystern Support
DSD No. 35.5
Product Description
Agreement
Term
Prices
Geographic Availability
Eligibility
DECsystem Support and BASIC System Support provide on-site hardware suppor
software usage assistance, advisory and remedial support and the right-to-use netv
for software is provided via access to DIGITAL'S technical databases and electron!
or telephone communications.
versions of kernel sofhvare (Refer to Thle X for kernel software definition). Suppc
This Service Description, together with (a) the Digital Equipment Corporation
U.S. Standard Terms and Conditions or U.S. Services Terms and Conditions and
tb) the July executed Service Agreement constitute the entire agreement (".Agree
rnent") between the parties with respect to its subject matter.
This Agreement is effective for an initial term of one ( 1) year from the Commence
rnent Date as specified in the attached Service Agreement. Thereafter. it may be
canceled by either party upon thirty (30) days written notice.
Prices for Services may be adjusted by DIGITAL after the initid term upon ninety
(90) days written notice.
System Support Service is available in the United States. Additional travel charge:
may be applicable in Alaska and Hawaii.
*
Equipment is eligible for System Support Service provided it is in good operatine
condition and DIGITAL'S serviceability requirements and site environmental conc
tions are met. Any equipment repairs and/or adjustments DIGITAL determines ar
necessary in order to meet this eligibility a.d be made at DIGITAL'S Per Call rate:
and Terms and Conditions then in effect.
h properly-licensed DIGITAL software product is eligible for System Support Sen
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 minim
hardware and prerequisite software specified in the applicable Software Product
Description (SPD). Non-conformance to the above requirements may limit suppo
to a best-effort basis and may result in additional charges.
All DIGITAL-licensed, DIGITAL-supported layered software products running 01
the system must be covered by Layered Product Support. Sofnvare Support Sen.
Supporr Center (CSC) authorized contaccs when Layered Product Supporr ILPS)
service is purchased.
(SSS) exrends telephone assistance to the layered products through the three Custor
8fI~tI~BU~"
Service .* a' Descripti'
Digital Responsibilities
The Purchaser must be properly licensed in order to be provided the right to u
new versions of the DIGIT.AL-licensed. DIGITz-\L-supported sotnvare products
are covered by this Apreement \vhich become a\.ailable durinp the Agreement I
covered by this Agreement.
BASIC System Support on Hardware Products
Layered Product Support extends this ieature to DIGITAL-1icenseJ layered pro
9 Remedial Maintenance
Remedial hardware maintenance ail1 be performed on-site during the standard
of coverage. DIGITAL will automatically activate an accelerated back-up plan 1
involve the necessary technical resources should some extraordinary problem (
repairs to exceed predetermined time limits. . Preventive Maintenance
Scheduled preventive maintenance [if applicable) is provided during the stand
hours of coverage in accordance with equipment standards specified by DIGIT . Field Change Orders IFCOs)
DIGITAL will install all rlpplicable FCOs. Lvhich in DIGIT.AL's opinion are reqt
to ensure proper machine operation. during standard hours of coverage.
Labor and Materials
DIGITAL will provide all labor and materials.
8 Parts
Replacement parts rnay be ne\v or refurbished. Replaced parts become the prc
of DIGITAL. . Service Representative
Adesignated senice represenmilre (if applicable) is assigned to each account
monitor the equipmenr's percormance and senice history. . Site Management Guide
X Site Management Guide (if applicable). contract schedules. procedures. an(
used for recording and evaluating all information perrinent to the operation a
care of the equipment. is provided to Purchaser.
* Predictive Tools/Remote Diagnosis
DIGITAL may provide predictive senice tools on applicable DIGITAL system
DIGITAL rnay utilize remote diagnosis on those systems ivhich feature remote
diagnosis capability. . Response Time
DIGITAL will respond to :I call for remedial harduxre senlice. made durinp ti
contracted hours of co\.ernge. on a priority basis over Per Call Senice requesl
Typical response time is next business day.
* Standard Coverage
On-sire hardlvare coverape is 8:OO a.m. to 5:OO p.m.. Monday through Friday.
locally obsened DIGIT;\L holidays.
. . >,
*a L' '0 service D@sCriPtio
0 Zone Charges
Equipment located beyond one hundred ( 100) miles from a designated DIGIT.AL
office is subject to Zone Charge Uplifts as specified in the Price List.
DECsystem Support on Hardware Products
In addition to the senices in BASIC System Support Senice shown above. the
following additional senices will be performed:
* Remedial Maintenance
Remedial Maintenance will be performed continuously until the problem is resob
* Preventive Maintenance
Preventive Maintenance started within the concracted hours of coverage will conti
for up to three (3 1 hours after the contracted hours of coverage.
Field Change Orders (FCOs)
FCO installation started within the contracted hours of coverage will continue fo~
to three (3) hours after the contracted hours of coverage.
Response The
DIGITAL will respond to a call for remedial hardware service as follous:
Response Time
Road Miles from Systems as
Designated Designated in
DIGITAL Office the Price List
0-50 2 hrs
51-100 4 hrs
10 1-200 8 hrs
201 and beyond 16 hrs
;U1 othl
4 hrs
4 hrs
8 hrs
16 hrs
Optipnal Coverage
DECsystem coverage is available up to 24 hours per day. 7 days per \reek. includi
holidays.
System Support Service on Software Products
s Advisory and Remedial Support
Advisory and remedial support is available electronically or via telephone horn
DIGITAL to assist authorized Purchaser employees in the use of their DIGITAL
supported software. This support is to assure the software operates as specified i
the applicable Sotnvare Product Description (SPD). Access to support is prod<
as follons:
= Electronic Access Via Software Service Tools -
The Purchaser may have the option to install or access sofnvare senice tools. SUC
3s DSNlink or DSIS, on their systems to enable on-demand computer to computc
communication uith DIGITAL or to utilize Tymneta access.
As part of this agreement. Purchasers may use our software senice tools to subrc
senice requests, receive service solutions, access patches, receive time-critical
information and conduct text searches of informational databases, for all DIGIT;
supported sofnvare included in this agreement.
7, ” m Service scriptio De
Access to the software service tools available through this agreement is at no cha
to the Purchaser. The access method may vary based on the Purchaser‘s operati]
system and choice of connectivity modes; . Telephone Assistance -
Telephone assistance provides both advisory and remedial support. This includt
software usage advice on proper software execution and information on the inter
tation of software product technical documentation. Additionally, corrective sup
to resolve identifiable and reproducible software product problems and escalati
to Critical On-Site Support is also provided, if required.
A toil-free telephone number and a Customer Support Center (CSC) access nun will be provided. Three 13) Purchaser employees will be authorized to access the
for electronic or telephone assistance. Additional CSC contacts may be purchast
extend access to additional employees.
When Software Node Service is purchased in conjunction with Software Suppc
Service on the same agreement running the same operating system, electronic a
telephone assistance wdl be extended to include coverage of the nodes througk
three (3) authorized contacts. Extending electronic and telephone assistance to
node systems is available only when Software Support Service has been purcha
on the system with the highest power rating, as listed in the US Systems and Se
Price List. . Critical On-Site Support
On-site remedial support may be provided to assist in the resolution of sofnval
requests which DIGITAL determines to be critical and cannot be resolved via
electronic or telephone assistance. See EXCLUSIONS where applicable charges
may apply.
Ayailability and Response Commitments for Software Support Service
Access to electronic database support is available 24 hours per dav, 7 days per
Telephone Assistance for most DIGITAL-supported software products is acce:
from the DIGITAL Customer Support Center (CSC) 23 hours per day, 7 days
per week..
For specific software products where 24 s 7 telephone assistance is not availat
support udl be available during the normal working hours (8am-5pmi of the
DIGITAL office, excluding locally observed DIGITAL holidays.
DIGITAL’S response to electronic or telephone assistance support requests is t:
within two (2) hours of receiving the request.
Critical on-site support. as determined by DIGITAL, wd be provided during
normal business hours of the local DIGITAL Customer Service office. escludi
locally-observed holidays.
DIGITAL reserves the right to refuse access to DIGITAL’S proprietary sohva:
service tools.
‘0 Service D e@
criptio
~b ’I
Purchaser Responsibilities Purchaser lvill:
Sotify DIGITAL immediately of sofnvare or equipment malfunction.
DECcompatible Service
Run any applicable Purchaser-runnable diagnostics prior to notifying DIGITXL ot
a system malfunction.
hllow DIGITAL personnel tdl and unconditional access to all equipment and sottux
If security restrictions apply to any or all Purchaser systems to be supported by [he
Agreement. the Purchaser may be required to assume additional responsibilities to
maintaining the equipment and/or software.
Maintain a current backup copy of the operating system and other applicable sofnw
programs and data.
Specifically identify as critical a software problem that causes a system outage or
prevents users from accessing a major sofnvare application.
Provide the name and telephone number of a Purchaser employee who is authnrizl
to direct and approve activity from the CSC in the event of a critical problem. Ha\.(
a Purchaser authorized employee present a-hen Critical On-Site support is renderc
Provide at no charge to DIGITAL a reasonably secure work space and storage facilitic
supplies and scratch media (including spare capes and disk packs) as required. and
full and unrestricted access to all communications facilities. Notify DIGIT;\L of an!
potential safety or health hazards that may exist at the site. as well as provide d.’c
recommend safety procedures to be followed while at the site.
Nor& DIGITAL of changes in the equipment configuration and/or changes co sohx
products installed on the system.
In order for the Purchaser to utilize the DSSlink senrice tool. a dedicated port. pho
line. and modem are required. as lvell as a DIGITAL Proprietary Senice Toois
Acknoa 7 1 e d, Ument.
Maintain site conditions Lvithin the common environmental range ot all system
devices (and media) as specified by DIGITAL.
Provide andbear the cost of DItiITAL-specified modems and/or data sets, \\.hen
required for systems having remote diagnosis senice. These devices will be connect
to a dedicated direct-distance-dialinp (Ixice-prade) telephone line. pro\*ided and pn
for by the Purchaser.
Adherence to licensing terms and conditions as indicated in the US. Standard Terr
and Conditions in repnrd to the use of DIGIThL’s transport of tools. including but
not limited to. DSSlink sotruxre. is also required.
For the senicinp of‘ equipment not manufactured or supplied by DIGITAL, the
folloning applies:
Purchaser may be required to Furnish at no charge to DIGiTIIL:
la) such diagnostic aids and test proprams as may be developed or used by the origin
manufacturer or supplier of the equipment in testing to verify that the equipme
operates properly; and
!bi diagnostic and documentxion updates that Purchaser receives for the equip me^
‘0 ,L ’li D.scriptio Service
AI1 such items furnished by Purchaser wd remain the property of Purchaser. An:
Purchaser Lrnished items in the possession 05 DIGITAL at the termination of‘ thi
agreement will be returned to Purchaser in an “AS IS” condition.
Enhancements recommended by the manufacturer to improve reliability. rnainta
ability and/or safety of equipment shall be installed by DIGITAL on a time and material basis at DIGITAL’s Per Cd rates then in effect.
DIGITAL’s installation or servicing of equipment not supplied by DIGITAL neith
implies nor warrants the equipment’s compatibility with DIGITAL supplied equi]
ment, or compliance with FCC regulations.
DIGITXL’s installation or servicing of such equipment neither constitutes an endc
ment of the equipment, nor a grant of any license under any of DIGITAL’S paten1
copyrights, trademarks, or trade secrets.
Purchaser acknowledges that DIGITAL reserves the right to assign or subcontrac
to third parties certain services set forth in this Service Description. If this assign
ment provision is inconsistent with any other term of this Agreement, this provis
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
of the equipment or software.
Services required due to unauthorized attempts by other than DIGITAL personn
repair, maintain or modify the equipment or software, including third party soh
and hardware.
Purchaser modifications to the DIGITAL supported 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
hundred eighty (180) days prior written notice, which notice shall not be issued
prior to the end of the first year of service.
Support for any version of software product one hundred eighty ( 180) days after
release of a subsequent version unless otherwise agreed. Support for past versior
can be provided on a best effort basis and applicable charges may apply.
Senrices not covered under Software Support Service, may, upon request. be provl
at DIGITAL’S Per Event rates and Terms and Conditions then in effect.
-
“Customer Supported.” These products may be withdrawn from senice upon o!
On-site support rendered in a location more than one hundred (100) miles from
designated DIGITAL office is subject to DIGITAL’s current travel charges.
Individual hardware products that cannot, in DIGITAL’S opinion, be properly
repaired due to excessive wear or deterioration. These products mal; be withdral
from service upon ninety (90) days prior written notice, which notice shall not bl
issued prior to the end of the first year of service.
’*
,L I!‘
Service Options
Termination
Table A
‘0 Service DQscriptio
The following options are available for System Support Service Purchasers:
LMedia and Documentation Distribution Service
Sofnvare Installation Service
Software System XIanasement Service
Documentation Update Service
Additional Customer Support Center Contacts
Software Update Installation Service
Consolidated SAV Distribution on CDROM
Online Documentation Library on CDROM
Consolidated Software and Online Documentation Library on CDROkl
Mission Critical Support Service
If either party fails to perform its obligations under this or any other agreement
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.
The definition of kernel software is based on the operating system license purchasec
O/S License Purchased
OpenVXIS Operating System
(QL-OOl.::-a:*:) -
OpenVMS Operaring System
ULTRIX Operating System
Base (QL-OOS-----)
OpenVXlS Alpha .LXP
Operating System Base
Operating System Base
DEC OSF/1 XYP
-
Kernel Software Definition
OpenVMS Operating System
DECnet/ViUC (Full-Function
VXYcluster Software
Workstation Sofnvare
DECwindows MOTIF
& End-Node)
Fault Tolerant Services Software
OpenVMS Operating System
CLTRIX Operating System
DECnet/ULTRIX
ULTRIX Workstation Software
OpenVMS Alpha AX?
Base
Operating System Base
Operating System Base
DEC OSF/1 XXP
In the case of third party sofnvare the definition of kernel software is either operating
system, networking 05 other sottware licensed by DIGIT= or the manufacturer for
which there is a corresponding Sotmare Support Service offering in the DIGITIIL’s
US System and Services price lisr.
,I ‘1’ 0 8
PRC/DIGITAL MAINTENANCE SUB-AGREEMENT
EXHIBIT “B”
to
PRCDigital Maintenance Agreement
(See attached the listed equipment to be maintained along with model no.,
serial no. and monthly DEC list maintenance charges).
-
I.
‘<, *c ,I 0 0
PROIGITAL MAINTENANCE SUB-AGREEMENT’
EXHIBIT “C”
to
PROigital Maintenance Agreement
(See attached Digital US Standard Terms and Conditions.)
-
\I
.’L .* DIGITAL EQUIPMENT CORPORATI @
U.S. STANDARD TERMS AND CONDITIOPfS
The‘following are the Terms and Conditions under which Digital Equip- ment Corporation (“DlClTAL”) sells and licenses products, Services. and Distributed Software in the United States of America.
1. Definitions
1.1 ”Distributed Software’’ refers to Ihird-party software products
listed in the Rice List, including databases. licensed dmtly to Purchaser by a third p”ty and identified as such.
1,2 “Documentation” refen to manuals, handbooks, maintenance
libraries, and other publications listed in the Price Lit or supplied
with Software or Equipment listed in Rice List or supplied in connection with Services. The term “Documentation” does not
include Software Roduct Descriptions, Service Descriptions, Software, or Dismbuted Software.
1.3 “Equipment” refers to computer systems (excluding software),
related hardware. accessories, and spare parts listed in the Rice List. Equipment may be manufactured using refurbished com- ponents or may have been used internally for ongoing reliabil-
ity testing. Spare parts may be refurbished.
1.4 “Rice List” refers to the DIGITAL published price list: (i) ap- plicable to the Roducts or Services that are the subject of a particular order, and (ii) that is current when the order is ac- cepted.
1.5 “Products” refers to Equipment, Software. and Documentation or other products furnished under these Terms and Conditions, but not to Services or to Dismbuted Software. For Software, other licensed Products and Dismbutcd Software, the term
“purchase” means “license” and the tm “Purchaser” means “Licensee”.
1.6 “Services” refers to DIGITALstandard software services. equip- ment services and educational services, for which there is a Service Description. but does not refer to custom services.
1.7 “Service Descriptions” refers to documents of this name which provide information regarding DIGITAL‘S and Purchaser’s ob- ligations for Services provided under these Terms and Condi- tions.
1.8 “Software” refers to software products (including databases). listed in the Rice List, supplied with Equipment. or otherwise supplied or developed by DIGITAL including packaged appli- cation software and software supplied in connection with Ser-
vices. The term “Software” applies to all parts of Software. including product Authorization Keys rPAKs”). and to new versions, new releases. updatcs. and modifications of Software. but does not include Distributed Software. The Roduct Au-
thorization Key is a unique series of data elements, generated and provided to Purchaser by DIGITAL, which, when entered into the License Management Facility (“LMF) of the VMS
operating system, allows execution of the Software in accor- dance with he Software License terms.
1.9 “Software Product Descriptions” (“SPDs”) refers to docu- ments of this name and any addenda thereto which provide Software specifications, warranty, and license information for Software describtd therein.
2. Orders, Prim and Fees
2.1 Rices and Fees
Prices and fees for Roducts, Distributed Software. and Ser- vices 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 Rice List. Fees for licenses and Services for which payment is made periodically may be adjusted by DIGITAL as provided in the Rice List or applicable Service
Description.
2.2 Electronic Orders
Orders may be placed in writing, via telephone or by electr . means and are subject to acceptance by DIGITAL. Eleca
transmissions including Electronic Data Interchange (“El pansmissions shall contain information in a specified form accordance with DIGITAL’S policies regarding electronic tl missions. The parties am: i) the provisions of the Unii Commercial Code Section 2-201 (Statute of Frauds) shal
actions shall be deemed to satisfy any legal formalities re
ing that agreements be in writing; and iii) computer maint; records when produced in hard copy form shall constitute
ness records, and shall be admissible to the same extent as I generally recognized business records.
apply to hest tlecuonic msactions, ii) We t\ecmnic tl
3. Taxes
Prices and fees are exclusive of and Purchaser is responsible fi
applicable taxes on the sale, license, or use of Roducts and Di uted Software or on the provision of Services, except for taxes I on DIGITAL’S net income.
4. Delivery
products and Dismbuted Software will be delivered F.O.B. I TAL‘S plants. Purchaser will be responsible for constructed tran
tation charges, and for insurance at rates in effect at the time an is accepted. Purchaser may elect to provide its own insuran~
providing spccific written notice to DIGITAL.
5. Security Interest
DIGITAL reserves a purchase-moncy security interest in each
uct delivered and. in the case of authorized resellen. in any pm of the Product including accounts receivable. Purchaser agn sign upon quest. any document necessary to perfect DIGr security interest.
6. Payment
Payment for Products and Distributed Software is due m days from the date of delivery, provided Purchaser maintains arrangements satisfactory to DIGITAL. Payment for Services ; fees for which no “delivery” of Produ~a is involved is due receipt of invoice.
7. Candlation and Rescheduling Charges
Cancellation or rescheduling by Purchaser of an order for Pn or Distributed Software IIUIKY (30) days or less prior to the ack edged delivery date will be subject to a charge to Rvchaser I percent (5%) of the list price of the Prcducts or Diseibuted So to a maximum of ten thousand dollars (510,OOO). Reschedulinl order is subject to acceptance by DIGITAL.
Cancellation charges for regularly scheduled courys conduct DIGITAL facility are fifty percent (50%) of the coum price celed fourteen (14) days or less prior to the scheduled SW Cancellation charges may also be incurred as spccifitd in the
cable Service Description in the event of Purchaser’s cancella
Services furnished under agreement.
8. Installation
Products or Distributed Software will k installed by DIGr Purchaser’s facility in the United States if the price includes lation or if Purchaser separately purchases installation st Availability of installation is specified in the Rice List. Inso shall be deemed complete upon the successful execution of
TAL’S diagnostic programs. Purchaser is responsible for prep of a safe and suitable site in accordance with DIGITAL’S siu
fications.
EN-01297- 15-0000 IA4C)
' 3 1 1 9. ' Warranty
11 0
9.1 Equipment
Equipment is warranted by DIGITAL to Purchaser against defects in workmanship and material during the applicable warranty period.
9.1.1 The warranty period for Equipment is as specified in the Rice List. The period begins on the date installation is completed. or upon delivery if the Equipment is cus- tomer installable. If DIGITAL is prevented from install- ing Equipment by causes beyond its control for more than thirty (30) days from the date of delivery. the
day after delivery.
fied in the Price List.
warranfy period will commence on rhe thirtieth (30th)
9.1.2 The location and manner of warranty services are speci-
9.2 Software
DIGITAL warrants to Purchaser that Software designated as
warranted in the SPD or the Price List will conform to the SPD applicable to the Software at the time an order is accepted. The term of the warranty and the manner in which DIGITAL will
remedy any non-conformance is specified in the SPD or the Rice List. All other Software is provided "as is". DIGITAL
does not warrant that the execution of Software shall be unin- tempted or error free.
9.3 Distributed Software and Documentation
DIGITAL does not warrant Distributed Software or Documen- tation. both of which DIGITAL provides "as is". Certain Dis- tributed Software is warranted by the third party.
9.4 Limitation of Warranty
ne warranties provided in Subparagraphs 9.1 and 9.2 are limited warranties and do not apply to:
a) any Products, qher than Equipment or Software, which may be sold or licensed by DIGITAL. These Products are sold or licensed "as is". or are warranted directly to Pur- chaser by a third party, or
b) conditions resulting from improper use of the Equipment or Software or operation of the Equipment outside the specified environmental conditions. or
c) conditions resulting from causes external to the Equipment
or Software after delivery, or
d) conditions resulting from modifications to Equipment or Software other than modifications made by DIGITAL, or
e) Equipment from which DIGITAL'S serial numbers have ban removed. -
9.5 Service Warranty
DIGITAL warrants that Services will be provided ii a work- manlike manner in accordance with the Service Description applicable at the time of order.
9.6 Remedies
Purchaser's remedies for DIGITAL'S obligations under Para- graph 9 are as set foh in Paragraph IS.
9.7 Disclaimer of Warranties
THE ABOVE WARRANTIES ARE THE EXCLUSIVE WAR- RAMIES. AND NO OTHER WARRANTY, EXPRESS OR
CLAIMS THE IMPLIED WARRANTIES OF MERCHANTA- BILITY AND Fl'lN2j.S FOR A PARTICULAR PURPOSE.
IMPLIED, SHALL APPLY. DIGITAL SPECIFICALLY DIS-
10. Patents and Copyrights
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 Pur-
and information. reasonable assism and sole authority to de-
fmd or senle the claim. In the defense or senlement of the claim. DIGITAL may obtain for Purchaser thc right to continue using the Equipment. Softwm 01 Documentation replace or modify the Equipment. Software or Documentation so they bccome non-infringing. or, if such remedies are not reasonably
available, grant Purchaser a credit for the Equipment. Software
OT Documentation as depreciated and accepr their return.
chaser gives DIGITAL prompt written notice of such claim.
DIGITAL a not have any liability if the alleged lnfn ment is basetiupon the use, license or sale of the Equion Software or Documentation in combination wlth other pra (including software) not furnished by DIGITAL. DIG1 DISCLAIMS ALL OTHER LIABILITY FOR VIOLAT
.,
LECTUAL PROPERTY RIGHTS. AND FURTHER MIS-APPROPRIATION OR INFRINGEMENT OF 19'
CLAIMS ANY LIABILITY FOR INCIDENTAL OR COI
, QUENTIAL DAMAGES.
10.2 Patent License
For Equipment which has a UNIBUS or Q-BUS intercol tion bus, DIGITAL grants to Purchaser a non-tlansfera'c
cense under U.S. Patent 3,815.099. effective on DIG11
acceptance of Purchaser's order for the Equipment. to n facture. but not to have manufactured. up to ten (IO) De (as defined below) for connection to the Equipment throul
bus. and to use or. to the extent that Purchaser is authoriz DIGITAL to resell the Equipment under a written agrec
and any applicable addendum thereto. to sell a system co ing the Equipment and the manufactured Devices. The
"Device" means a memory or peripheral unit adapted directly connected t3 the bus. or an interface for a memc peripheral unit enabling it to be connected in such a wa the connected memory or peripheral unit is covered by (
more claims of U.S. Patent 3.815.099.
11. Software License
Purchaser receives no right to use any Software except by a gr a Software License by DIGITAL. Title to the Software shall r in DIGITAL. These Terms and Conditions govern the License g by DIGITAL to Purchaser and Purchaser's obligations thereu
11. I Grant of Software License
On DIGITAL'S acceptance of Purchaser's order for a So License. DIGITAL grants Purchaser a Software Licer
provided below. DIGITAL grants no Software License$ soever. either explicitly or implicitly. except by accepta
an order for a Software License. For Software suppl~ DIGITAL with Equipment or in connection with Servicc cept the Software indicated in paragraph 13) or for pa(
applicatlons software, Purchaser's order for Equipm Services or the packaged application software shall cor the order for a Software License.
Storage media which Purchaser received from DIGITA contain cerlain Software for which DIGITAL has not ac an order from Purchaser for a Software License. If Pul desires to license this Software. Purchaser must obtz appropriate software Licenses from DIGITAL.
Purchaser agrees to comply with and not deliberately mo make Inoperable any feature which is incorporated in th
ware to prevent access to unlicensed Software.
11.2 Standard License Terms
1 1.2.1 Software Execution
Purchaser may execute the Software on the L, Processor only and may load. copy or transmit tt ware, in whole or in part. only as necessary for tion on the Licensed Processor. except that Pu may execute the Software (except diagnostic So
on another single processor or equipment config
on a temporary basis during a malfunction whi vents execution of the Software on the Licensed
sor. and may load. transmit. or copy the Soft! necessary for such temporary execution.
Purchaser may make archival copies of the Soft
provided in the Copyright Law of the United S
Purchaser agrees to reproduce DIGITAL'S c( and all other legal notices, including but not lir other proprietary notices and notices mand;
governmental entities. on all complete or partia or transmissions of the Software.
The Licensed Processor is the processor or eq configuration ordered with the Software Licen the Software License is ordered separately. is cessor or equipment configuration on which t
ware is first executed pursuant to the license 1 the case of Licenses designated to a VAXClustel censed Processor shall include any processor group of processors co-operating under a VA: software product.
, I t '1) I: Software usaee mav not @ eed the License Raune and/ or the numbe; of users for which Purchaser IS licpnsed.
License Ratings and number of users are as specdied in the Price List.
11.2.2 Modification and Merger
Purchaser may il-modify the Software (in machine readable form only). or ii) merge modified Software or unmodified into other Software. to form adaptatlons intended solely for execution by Purchaser on the Li- censed Processor. Any pan of the Software included in
such adaptations will continue to be subject to these Terms and Conditions.
I 1.2.3 Access to Software
lI.3.4 Terlrl. 1D ru 1-1.r or Software Product Description
Purchaser may make the Software available to its
employees and agents to the extent needed to exercise
its License hereunder.
The Software Product Authorization Key ("PAK") if
Software on the Licensed Processor. provided with the Software must be used to install the
11.2.4 Personal. Non-exclusive Licenses
For . ,.uI. Suitu. -e License.; additwnal or rnodlfie terms may apply as Indicated and/or referenced in th Price List, the applicable SPD or Service Descrlptior
11 .J License Termination
Purchaser's License shall continue Imless terminated as prr vlded herein.
DIGITAL may terminate any Licenses granted and any Sof ware orders placed hereunder ~f Purchaser neglects or fails I perform or observe any of its obligations to DIGITAL undl these Terms and Conditions, and such condition is not remedlc
within thirty (30) days after written notice has been gwen
Purchaser.
Termination. whether by DIGITAL or Purchaser, shall apply all versions of the Software Licensed for execullon on 11
Before any terminat~on by Purchaser becomes effectwe. ai in the event of any termination by DIGITAL. Purchaser \ha
bv DIGITAL. ii) destrov all cooies of all verslons of the SO i) return to DIGITAL any License certificate or PAK furnl\h
Licensed Processor.
Purchaser's License is personal and non-exclusive. and may not be transferred without DIGITAL'S express
consent, except as provided in DIGITAL'S Software License Transfer policy stated in the Price List in effect at the time of the transfer.
11.2.5 Record Maintenance
Purchaser shall maintain records which identify a) the Licensed Processor on which the Software is executed. and b) the corresponding Software License granted by
DIGITAL which authorizes such execution. For Prod- ucts requiring PAKs for execution. entering the data
from the PAK into the License Management Facility ("LMF") shall satisfy this requirement. Upon request,
Purchaser shall make records available to DIGITAL within a reasonable period of time.
11.2.6 License Limitation, Reverse Engineering
Software is proprietary to DIGITAL. DIGITAL trans- fers no title to or ownership of any Software to Pur-
chaser or IO third party. Except as explicitly set forth in
these terms and conditions. Purchaser shall not execute, use. copy or modify the Software nor disclose any part of the Software. including the information contained in the PAK.
Purchaser shall not decompile or reverse assemble the Software. or analyze or otherwise examine the Soft- ware, including any hardware or firmware implementa- tion of the Software for the purpose of reverse engineer- ing.
11.3 Additional License Terms
If purchaser orders cenain Software Licenses, additional or
modified terms may apply as indicated or referenced below:
11.3.1 Sources
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.
11.3.2 New Versions
All Software updates whether described as updates. new releases. new versions, modifications, or comc-
tions may only be executed on a processor that is validly
licensed for a previous version of the Softwan. Any such updates, new releases and/or new versions shall be
licensed subject to these terms and conditions.
11 3.3 Periodic Payment Licenses
;are in Purchaser's &session: and iii) remove all ponions all versions of the Software for any adaptations made by pl
chaser and destroy such portions and iv) cenify in writing tt all copies. including all those included in Purchaser'$ adap
tions, have been destroyed.
I 1.5 Distributed Software
Distributed Software is licensed in accordance with the Tu- and Conditions of the third-party license agreement acco panying the Distributed Software. Purchaser shall not lo.
execute. modify. copy, disclose. transfer. or otherwise use I Distributed Software except as provided in the applicable th
party license agreement.
12. Reservation of Property Rights
12.1 The purchase or license of DIGITAL Products does not con! any right to combine or connect DIGITAL Products. protocc or system architectures with products other than Authori.
Products where DIGITAL has one or more patents cover such combination or connection. Authorized Products are:
products covered by an express license. between DIClTAL : Purchaser, (ii) products distributed directly or indirectly DIGITAL. or (iii) products distributed directly or mdirectl! any Licensee of DIGITAL whose license includes the rigt
resell or sublicense such products.
12.2 Except as expressly set forth in these Terms and Conditi DIGITAL grants no right. title. or interest in its intellec
property rights to Purchaser.
13. ,Maintenance Material
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. a!
remains the exclusive property of DIGITAL. Purchaser agref properly secure such material and not to use it in any manner or r it available to third parties without DIGITAL'S prior consent.
14. Export
Purchaser hereby acknowledges that it will not export any DIG1 Products. Distributed Software or technical data (e.g.. any tech information relating to Products or Distributed Software. writtc otherwise), or any product incorporating Products. Distributed ware, or DIGITAL technical data, without first obtaining req U.S. Government export licenses. Purchaser funher acknowlc
requirements or that it will become so prior to engaging. direc!
Software. or DIGITAL technical data.
indirectly. in any export transaction involving Roducts. Distril
that it is knowledgeable about U.S. Government expn lice1
Software Orders specifying a Periodic Payment License require payment of initial fees and ongoing periodic fees. Purchaser may terminate a Periodic Payment License effective at the end of any payment period on ninety (90) days prior written notice to DIGlTAL.
1 ~ L'n L 0
IS. Remedies and Limitations -
15.1 DIGITAL'S entire liability and Purchaser's remedies arc set forth in this Paragraph 15, except as provided in Subparagraph 10.1. These remedies arc Purchaser's exclusive remedies and
are in lieu of any other remedy at law or in equity.
15.2 In all situations involving performance or non-performance of Equipment and Software furnished hereunder, Purchaser's remedy is I) repair or replacement by DIGITAL (at DIGITAL'S oprion) of defecrive Equiprnenr if notified by Purchascr of rhc
defect within the warranty perid. or 2) remedy, by DIGITAL in the manner specified in the SPD, of a non-conformance of
Software to the applicable SPD during the stated warranty per nod. If DIGlTAL fails to perform its warranty or service re- sponsibilities. or if Purchaser has any other claim related Prod- ucts or Services purchased or licensed from DIGITAL, Pur- chaser shall be entitled to recover only direct damages and only up to the limits set forth in Subparagraph 15.3.
15.3 DIGITAL'S LIABILITY TO PURCHASER FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE GREATER
PURCHASE PRICE PAID TO DIGITAL FOR THE PROD- OF ONE MILLION DOLLARS ($l,ooO.ooO.OO) OR THE
UCTS AND SERVICES THAT ARE THE SUBJECT OF
a DIGITAL is not resvible for &lay or failure to paform its o[ gatim due to causes beyond its reafonable control. Installation, w ranty, and Services to be performed at Purchaser's facility may I
be performed if DIGITAL nasonably believes conditions at the P chaser's facility represent a safety or health hazard to any DIGIT, employee.
Neither party may assign or'transfcr any of the rights. duties i obligations listed above without the written consent of the ot
PanY.
Service Descriptions, SPD's, and the provisions in the Price 1 applicable to Products, Services or Distributed Software thaf are
subject of Purchaser's order shall be considered pat of these Te and Conditions and are provided to Purchaser, or if not provided, available to Purchaser on request. DIGITAL'S acceptance of 1 chaser's order will form an agreement subject only to these TC and Conditions. These Terms and Conditions will supcrsedc previous communications. representations. or agrcemmts by ei
on Purchaser's order. hy modification to these Terms and CO party whether verbal or written including any terms and condit
tions must be in writing and signed by authorized representative DIGITAL and Purchaser. mi Agreement is governed by and t
smed under the laws of MassachusetSs.
PURCHASER'S CLAIM. THIS LIWATION WlLL APPLY REGARDLESS OF THE FORM OF ACTION. WHETHER CONTRACT OR TORT. INCLUDING WITHOUT LIMITA- TION NEGLIGENCE. THE FOREGOING LIMITATION DOES NOT APPLY TO DAMAGES RESULTING FROM PERSONAL INJURY CAUSED BY DIGITAL'S NEGLIGENCE.
15.4 IN NO EVENT WILL DIGITAL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE, LOST PROFITS OR ANY INCIDENTAL OR CONSEQUEN- TIAL DAMAGES.
15.5 Any action against DIGITAL must bc brought within eighteen (I 8) months after the cause of action arises.
16. General Provisions
DIGITAL Products are manufactured for standard commercial uses and are not intended to be sold or licensed for use in critical safety systems in nuclear facilities. DIGITAL may require additional con-
tractual safeguards for nuclear, mass tramponation, and aviation applications.
-
11/89
I ctj * e 8
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
AGREEMENT effective July 1, 1995, between PRC Public Sector, Inc., 1500 PRC Drii
McLean, Virginia 22102 (“PRC”) and City of Carlsbad (“Customer”).
1. Software Svstem
For the purpose of this Agreement, the “Software System” shall mean the compu’
software system identified in Exhibit A.
2. Software SUDDO~~ Services
With respect to the Software System, PRC agrees to perform, or cause to be performr
the following maintenance services:
a. PRC will retain a complete copy of the Software System source code.
b. If during the term of this Agreement, (a.) the Customer discovers defects in
Software System such that same will not perform in accordance with PRI
design; (b.) the Customer notifies PRC of such defects; and, (c.) such defects
reproducible, then PRC shall provide, or cause to be provided, timely correctic
of such defects.
c. If problems arise concerning the Software System, PRC will provide a reasona
amount of telephone assistance within the schedule and charges stated in Exh
B.
d. If Serious problems arise (see 3. Scvcriry Level) and the Customer cannot cor1
them by following system management procedures previously supplied by PI
day, 365 days a year without additional charge to the Customer.
PRC will provide assistance to restore computer system operations 24 hou1
3. Severitv Level
Problems that prevent the actual execution of a critical function of the software sys
specified in Exhibit A shall be defined as ”Serious”. Serious system problems incll
a. complete system outage;
b. the failure of a major portion of the database engine or message switcl
system;
Document prepared March 24, 1995 Pa
, (Lj’ 0 a
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
c. in CAD systems, the loss of a major ‘portion of complaint receiving or dispatc
terminals;
d. in CAD systems, the inability to dispatch an area or areas;
e. in CAD systems, the loss of unit suggestion;
f. in CAD systems, the loss of the geographical validation applications;
g. loss of communications with the mobile data controller, other than such loss d
h. system response times doubling and continuing beyond fifteen .(15) minutes, 0th
to malfunction occurring outside of the PRC system;
than such doubling due to malfunction occurring outside of the PRC system.
4. ResDonsibilities of Customer
The obligations of PRC under this Agreement are conditioned upon:
a. Customer assigning a coordinator to ensure that Customer’s assignments
connection with this Agreement are met, to coordinate appropriate schedules
connection with PRC’s services hereunder, and to serve to provide otl
coordination activities which are necessary for PRC to perform its servic
hereunder.
b. Customer assigning at least two technically capable individuals, as required
PRC to assist PRC in performing its services hereunder.
c. Customer performing system and file backup procedures as instructed by PRI
d. Customer establishing 311 on-site dial-up line to enable PRC to remotely acc
the Software System. Customer, in accordance with a schedule mutually agrr
upon by PRC and Customer, shall connect the dial-in modem, at customer’s (
and expense, in order to enable PRC to remotely access the Software Systc
Customer shall also compile programs and run appropriate tests following e
remote access by PRC
-
e. Customer shall be responsible for controlling security and access to the compl
systems. The Customer shall connect the dial-in modem in a timely manne
allow PRC to perform maintenance activities, and the Customer shall provide
appropriate usernames and authorization codes to PRC whenever maintena
work is to be done.
Document prepared March 24, 1995 Pal
. .f &’* e
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
f. Customer shall not perform any modifications or enhancements to the Softwa
System or allow any person or entity not specifically authorized by PRC
perform any modifications or enhancements to the Software System.
5. Term
The term during which PRC shall be obligated to perform under Section 2 sh;
commence July 1, 1995, and, unless terminated pursuant to the PRC MASTE
MAINTENANCE AGREEMENT shall continue for a period of five (5) years. PRC a:
Customer may, by mutual agreement in writing, renew the term or any renewal therec
for an additional period of one year.
6. License
With respect to each correction to the Software System furnished to Customer under tl
Agreement, Customer is granted a non-exclusive, non-assignable, non-transferable licer
to use such correction solely as appropriate as part of the Software System as defined
the “License” Article of the Agreement for the System(s).
7. Limitation of Liability and Remedies
a. Limited Warranty
PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS (
IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY (
FITNESS FOR A PARTICULAR PURPOSE).
b. Limitation of Remedy
Customer agrees that PRC’s liability hereunder for damages shall not exceed
annual maintenance fee paid to PRC for the maintenance period in which
cause of the action occurred.
c. Limitation of Damages
IN NO EVENT SHALL PRC BE LIABLE FOR ANY INDIRECT, CON!
QUENTIAL, INCIDENTAL OR TORT DAMAGES.
Document prepared March 24, 1995 Pag
. fL’ b 0 8
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
~~~~~ ~ ~ ~ ~ ____
- EXHIBIT A -
-
SOFTWARE SYSTEM
The software system to be maintained under this Agreement including any unique technic;
conditions are as follows:
1. The Customer’s Computer Aided Dispatch system as defined in the original Functior
Specification Document as submitted to and accepted by the Customer including a:
additional contractual work performed by PRC Public Sector, Inc.
Document prepared March 24, 1995 Pa,
. t" .. 0 e
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
- EXHIBIT B -
SERVICES TO BE PROVIDED
1. Basic software service shall be provided five (5) days per week from 5:30 a.m. throq
5:30 p.m. Pacific time excluding PRC holidays.
Calls made outside the above Basic service times will be billable at the rate of $600 p
call for the first four hours of consultation. Additional consultation will be billable
the rate of $150 per hour.
However, if Serious problems arise (see 3. Severity Level) and the Customer cann
correct them by following the system management procedures previously supplic
by PRC, calls made outside of the Basic service times will not be billable. T
determination of whether an after-hours call is billable will be made solely by PRC.
2. Authorized Options. (check the appropriate box)
On Demand Maintenance Service 0 YES 0 NO
number of On Demand Maintenance service trips at $7,500 each for a tc
of $ . PRC will provide up to forty (40) hours of On Demand Maintena per trip.
Each On Demand Maintenance service trip includes travel and expenses for only one
visit to Customer's site. The 40-hour time On Demand Maintenance will be delivered
one continuous trip to the Customer's site.
Document prepared March 24, 1995 Pat!
L e 0
Amendment No.1 to the Agreement
between the City of Carisbad ("Customer") and
PRC Public Sector, Inc. ("PRC")
WHEREAS, the Customer and PRC entered into an Agreement effective July 1, 1995, whel
Aided Dispatch System; and
WHEREAS, the Customer desires to delete and add hardware items to the Scope of
Agreement; and
WHEREAS, PRC has agreed to delete and add hardware items to the Scope of the Agreerr
NOW, therefore, it is agreed as follows:
1. Effective July 1, 1995, items described on Exhibit "B. 1" hereto shall be deleted and at
PRC was to provide software and hardware maintenance services for the Customer's Camp
to the PRCIDigital Hardware Maintenance Agreement.
2. C.ustomer shall pay the amount labeled "PRC Price" on Exhibit "A" hereto f01
extended period. Payment shall be made by the Customer within 30 days of the re
of an invoice from PRC.
3. All other Terms and Conditions of the Agreement, except as specifically changed he1
shall remain in full force and effect. -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, the day and
indicated below:
7/d qs II I, Date CITY OF CARLSBAD &:-Ai 9 b c Sector Inc.:
Signature of Authorized Representative . ,-7 - "
~ .I R' / " .." .. ,,
_.
7 'Linda M. Rawer, Vice President Con &WW 1ik~j~ , 1-5 ~~l~c~~r e
Printed Name, Title " ./' ,' i , ( ,.-
,/ - j 4. . .' ,> I -1
Date
Document prepared July 5, 1995 Amend7. wpd I
I 0 ab
Amendment No.1 to the Agreement
PRC Public Sector, Inc. ("PRC")
. between the City of Carlsbad ("Customer") and
The following equipment has been dekd commencing June 30, 1995:
ModeY
Item Description
svc.
Level
6.004 LA310-CA-136 Col Dot Mtrx Ptr DecSvc 9 h * 5 days
6.005 LA310-CA-136 Col Dot Mtrx Ptr DecSvc 9 h * 5 days
6.007 LA310-CA-136 Col Dot Mtrx Ptr DecSvc 9 h * 5 days
6.008 LA3 10-CA- I36 Col Dot Mtrx Ptr DecSvc 9 h * 5 days
6.009 LA310-CA-136 Col Dot Mtrx Ptr DecSvc 9 h * 5 days
Monthly
DEC List
$18.00
$18.00
$18.00
$18.00
w
$9o-oo
The following equipment has been ndded commencing July 1, 1995:
ModeY - svc.
Item Description Level
6.004 LA70-AA, Per Ptr,US/CAN,120V DecSvc 9 h * 5 days
6.005 LA70-AA, Per Ptr,US/CAN,120V DecSvc 9 h * 5 days
6.007 LA70-AA, Per Ptr,US/CAN,120V DecSvc 9 h * 5 days
6.008 LA70-AA, Per Ptr,US/CAN,120V DecSvc 9 h * 5 days
6.009 LA70-AA, Per Ptr,US/CAN,120V DecSvc 9 h * 5 days
Monthly
DEC List
$10.00
$10.00
$10.00
$10.00
w
$5o.oo
Document prepared July 5, 1995 Amend7,wpd
' 0 e
PRC MASTER MAINTENANCE AG~EEMENT
City of Carlsbad Police Department - Exhibit "A" - Amendment No. 1
...
Period No. I: 1-Jut-95 & 30-Ju~-96 Mol
Annual - 1
1) PRC/Digital Hardware Maintenance: $37,824.00 $3,1
2) PRC Basic Software Maintenance:
a) CAD: $10,775.00
Total Software: $10,775.00
Total Hardware & Software: $48,599.00
Less PRC Discount ($4,723.10)
Total Due, Period No. I: $43,875.90
Period No. 2: I-Jul-96 & 30-Juri-97 Mc
Annual 1
11 PRC/Digital Hardware Maintenance: $39.71 5.20 $3,
2) PRC Basic Software Maintenance:
a) CAD: $1 1,852.50
Total Software: $1 1.852.50
Total Hardware & Software: $51,567.70
Less PRC Discount
Total Due, Period No. 2:
($5,013.25)
$46,554.45
Document prepared 7/5/95 exba0695.xls
. e
PRC MASTER MAINTENANCE AGREEMENT
City of Carlsbad Police Department - Exhibit "A" - Amendment NO. 1
(cont'd)
..
Period No. 3: 1-Jut-97 to 30-Jun-98
1) PRC/Digital Hardware Maintenance:
Mo
Annual 1
$39.71 5.20 $3,:
2) PRC Basic Software Maintenance:
a) CAD: $13,037.75
Total Software:
Total Hardware & Software:
Less PRC Discount
$13,037.75
$52,752.95
($5,131.78)
Total Due, Period No. 3: $47,62 1.1 7
Period No. 4: 1-Jut-98 @ 1-Jut-99 MI
Annual
1 ) PRC/Digital Hardware Maintenance: $41,606.40 $3,
21 PRC Basic Software Maintenance:
a) CAD: $14,341.53
Total Software: $14.341.53
Total Hardware & Software:
Less PRC Discount
$55,947.93
($5,444.1 5)
Total Due. Period No. 4: $50,503.78
Document prepared 7/5/95 exba0695.xl.s
e 0
PRC MASTER MAINTENANCE AGREEMENT
City of Carlsbad Police Department - Exhibit "A" - Amendment No. 1
(cont'd)
Period No. 5: 2-Jul-99 @ 30-Jun-00 M on
Annual - Li
1) PRUDigitai Hardware Maintenance: $43,497.60 $3,6
2) PRC Basic Software Maintenance:
a) CAD: $1 5,775.68
Total Software:
Total Hardware & Software:
Less PRC Discount
Total Due, Period No. 5:
$1 5.775.68
$59.273.28
($5,770.1 7)
$53,503.7 1
-
Document prepared 7/5/95 exba0695.xls
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