HomeMy WebLinkAbout2000-10-17; City Council; 15927; Computer Aided Dispatch Maintenance Agreement, .
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CITYOFCARLSBAD-AGENbA BILL
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MTG. h/?-o0 Safety Center Computer Aided Dispatch
Maintenance Agreement
DEPT. POLICE
RECOMMENDED ACTION:
CITY MGR-
Adopt Resolution No.&@ A(Q authorizing the Mayor to execute a Master 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 software 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 city has entered into two 5-year agreements with PRC for maintenance. The first expired on
June 30, 1995 and the second expired on June 30,200O. Staff requests that Council approve another
5-year maintenance agreement with PRC. 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.
Staff is currently considering the replacement of the current CAD system. The new system is
expected to be in use by the end of 2001. The maintenance agreement with PRC allows the City to
terminate the agreement without cause at any time during the 5-year period with no penalty or further
financial obligation.
FISCAL IMPACT:
The cost for year one is $38,545, year two $40,472, year three $41,243, year four $42,400, and year
five $44,327. Funds necessary to cover these expenses are budgeted annually by the Information
Systems department. The agreement is specifically subject to the annual appropriation of funds by
the City Council so the City Council is not committed to spending these funds in advance of their
appropriation.
8 ’ PAGE 2 OFAGENDAdlLL NO. ‘5; 9a7
EXHIBITS:
db 1. Resolution No. 20 , authorizing the Mayor to execute a Master Maintenance 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.
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RESOLUTION NO. 2000-316
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE A
MAINTENANCE 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 system hardware and software under
maintenance to insure the system’s continued operation; and
WHEREAS, PRC Public Sector, Inc. supplied the system and is the only company
presently capable of maintaining both the hardware and software; and
WHEREAS, PRC Public Sector, Inc. is willing to enter into a 5-year maintenance
agreement, subject to the annual appropriation of funds by the City Council; and
WHEREAS, sufficient funds have been budgeted by the City’s Information
Technology Department to cover the cost of the agreement for the 2000-2001 fiscal year;
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 Mayor is authorized to execute the attached Master Maintenance
Agreement between the City of Carlsbad and PRC Public Sector, Inc. //
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PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 17th day
of October, 2000, by the following vote, to wit:
AYES: Council Members Lewis, Hall, Finnila, Nygaard and Kulchin
NOES: None
ABSENT: None
ATTEST:
LORRAINE M. WOOD, City Clerk
(SEW
-2- A
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PRC Public Sector, Inc. Proprietmy
Contains Trade Secrets and Infomation which is Commercial or Financial, and Privileged or Confidential.
PRC MASTER MAINTENANCE AGREEMENT
This Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation,
with an office at 1500 PRC Drive, McLean, Virginia 22102, hereinafter referred to as “PRC”,
and The City of Carlsbad, hereinafter referred to as “Customer”.
1. SCOPE OF AGREEMENT
PRC will provide the following services:
0 Services provided for by the PRC/Digital Maintenance Sub-Agreement (see
Attachment 2), which includes Digital provided maintenance for Digital
Hardware, operating system software, and/or certain third party equipment.
0 Services provided for by the PRC Software Maintenance Sub-Agreement, (See
Attachment 3), which includes PRC provided software as shown on Exhibit A
of the Software Agreement.
The above shall be referred to as sub-agreements.
2. TERM OF AGREEMENT
Subject to the annual appropriation of funds by the Carlsbad City Council, the term of
this Agreement shall commence on July 1, 2000, and shall continue for a term of live
(5) years, unless terminated in accordance with paragraph 3 below.
3. TERMINATION
In the event Customer wishes to terminate this Agreement without cause and the
Customer notifies PRC in writing 60 days in advance of such termination, the
Agreement shall terminate with no further financial obligation of the Customer with
respect to payment of obligations due after 60 days from the date of such notice.
4. TERMS AND CONDITIONS
In the event of a conflict, the terms of this Agreement shall take precedence over the
terms and conditions of the sub-agreements.
5. PRICE AND PAYMENT
The Customer shall pay the amount labeled “Total Due,” with respect to the period
identified, in Attachment 1.
Document Prepared 09/06/OO mmk08OO.doc Page 1 of 4
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential.
PRC MASTER MAINTENANCE AGREEMENT
The Customer and PRC may change the price and payment schedule by mutual
agreement in order to add or delete items, or change the level of service for items
covered under the PRC/Digital Maintenance Sub-Agreement. Such changes must be
agreed to in writing.
The fees for Basic Software Maintenance shall be paid annually in advance. Per call
and block time charges, if selected as options in Item 2 of Exhibit B of the PRC
SOFTWARE MAINTENANCE SUB-AGREEMENT, will be invoiced after the service
is performed.
The fees for PRC/Digital Maintenance shall be paid monthly in advance.
Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the
responsibility of the Customer and will be added to the invoices.
Payment terms are net thirty (30) days from date of invoice. PRC reserves the right to
charge interest for late payments at the rate of one and one-half percent (1.5%) per
month.
6. AMENDMENT OF THIS AGREEMENT
The Customer reserves the right to make changes which would include alterations,
deviations, additions to or deletions from the scope of work of this Agreement, as may
be deemed by the Customer to be necessary or required for the proper completion of
the whole work contemplated.
Any such changes will be set forth in an Amendment/Changes Orders to this
Agreement which will specify the change in work to be performed and any
increase/decrease in compensation due PRC for such work.
7. NOTICES
Any notice required to be given by the terms of this Agreement shall be deemed to
have been given when the same is sent by certified mail, postage prepaid, or courier
service to the respective parties as follow:
Customer: City of Carlsbad
Captain Don Metcalf
2560 Orion Way
Carlsbad, CA 92008
PRC: PRC Public Sector, Inc.
Daniel M. Hiett
Vice President - Contracts
1500 PRC Drive
McLean, Virginia 22 102
Document Prepared 09/06/00 mmk08OO.doc Page 2 of 4
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which
is Commercial or Financial, and Privileged or Confidential.
PRC MASTER MAINTENANCE AGREEMENT
8. INDEPENDENT CONTRACTOR
PRC is an independent contractor under this Agreement, and not an employee or agent
of Customer. All payments hereunder shall be made to PRC Public Sector, Inc. No
deductions shall be made from the payments provided for under Article V above for
any reason including taxes, workman’s compensation or insurance.
9. ENTIRE CONTRACT
This Agreement and attached Sub-Agreement(s) represent the entire and integrated
agreement between the parties hereto and supersedes all prior and contemporaneous
negotiations, representations, understandings, and agreements, whether written or oral,
with respect to the subject matter hereof. This Agreement may be amended only by
written instrument signed by the parties hereto.
PRC PUBLIC SECTOR, INC.:
Vice President, Contracts
October 18, 2000
Date p&p 00 Date
Attest
OctQhPr 24. 2000 Date
Document Prepared 09/06/00 mmk08OO.doc Page 3 of 4
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which
is Commercial or Financial, and Privileged or Conf3dential.
PRC MASTER MAINTENANCE AGREEMENT
Attachment 1
Price and Pavment:
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Document Prepared 09/06/00 mmk08OO.doc Page 4 of 4
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City of Carlsbad - Police Department
Attachment 1 - Price and Pavment
Period No. 1 -July 1,200O to June 30,200l
PRC/Digital Maintenance:
PRC Basic Software Maintenance:
CAD:
Less Comprehensive Discount:
Total Due Period No. 1:
Period No. 2 - July 1,200l to June 30, 2002
PRC/Digital Maintenance:
PRC Basic Software Maintenance:
CAD:
Less Comprehensive Discount:
Total Due Period No. 2:
Period No. 3 - July 1,2002 to June 30,2003
PRC/DigitaI Maintenance:
PRC Basic Software Maintenance:
CAD:
Less Comprehensive Discount:
Total Due Period No. 3:
Period No. 4 - July 1,2003 to June 30,2004
PRC/Digital Maintenance:
PRC Basic Software Maintenance:
CAD:
Less Comprehensive Discount:
Total Due Period No. 4:
Period No. 5 - July 1,2004 to June 30,200s
PRC/Digital Maintenance:
PRC Basic Software Maintenance:
CAD:
Less Comprehensive Discount:
Total Due Period No. 5:
Document prepared 09/06/2000 exba0800
$25,128
$17,700
-$4,283
$38.545
$26,384
$18,585
44,497
$40,472
$26,887
$18,939
-$4,583
$41,243
$27,641
$19,470
-$4,711
$42,400
$28,897
$20,355
44,925
$44,327
Y
P
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
Attachment 3
PRC SOnWARE MAINTENANCE SUB-AGREEMENT
SUB-AGREEMENT effective July 1, 2000, between PRC Public Sector, Inc., 1500 PRC
Drive, McLean, Virginia 22102 (“PRC”) and The City of Carlsbad, (“Customer”).
1. SOFTWARE SYSTEM
For the purpose of this Sub-Agreement, the “Software System” shall mean the PRC
Computer Software System (Software System) identified in Exhibit A.
2. SOFTWARE SUPPORT SERVICES
a. With respect to the Software System, PRC agrees to perform, or cause to be
performed, the following maintenance services:
1.
2.
PRC will retain a complete copy of the Software System source code. .
If during the term of this Agreement, (a.) the Customer discovers defects
in the Software System such that same will not perform in accordance
with PRC’s design; (b.) the Customer notifies PRC of such defects; and,
(c.) such defects are reproducible, then PRC shall provide, or cause to
be provided, timely corrections of such defects. As applicable and
required, Customer shall be responsible for ,installing corrections to
individual Altaris workstations.
3. If problems arise concerning the Software System, PRC will provide a
reasonable amount of telephone assistance within the schedule and
charges stated in Exhibit B.
4. If Serious problems arise (see 3. Severity Level) and the Customer cannot
correct them by following system management procedures previously
supplied by PRC, PRC will provide assistance to restore the Software
System operations 24 hours a day, 365 days a year without additional
charge to the Customer.
Document Prepared 09/06/00 smk0800.doc Page 1 of 6
Attachment 2
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
PRC/COMPAQ/DIGITAL MAINTENANCE SUB-AGREEMENT
This Sub-Agreement is entered into between PRC Public Sector, Inc., 1500 PRC Drive, Virginia
22102, (hereinafter referred to as “PRC”) and The City of Carlsbad, (hereinafter referred to as
“Customer”).
PRC is an authorized dealer of computer products, services and distributed software of
Compaq/Digital Equipment Corporation (hereinafter referred to as “Compaq/Digital”). PRC
hereby sells to Customer, the maintenance services of Compaq/Digital for the described
Compaq/Digital products, appropriate third party products and/or Compaq/Digital operating
system software on the terms and conditions as follows:
I. TERM OF AGREEMENT
This Sub-Agreement shall be valid from July 1, 2000. Subject to the annual appropriation of funds
by the Carlsbad City Council, this Agreement shall be valid for five (5) years from the effective
date, unless terminated earlier. This Sub-Agreement may be terminated according to the terms of
the PRC MASTER MAINTENANCE AGREEMENT.
II. SCOPE OF MAINTENANCE
The services to be performed by Compaq/Digital are as detailed on the Compaq/Digital Field
Service Description attached as Exhibit “A” hereto, and made a part hereof, for all purposes. It
is understood that PRC is selling the Compaq/Digital level of service as shown on said Field
Service Description. Should Compaq/Digital at any time alter any of the terms, conditions, or
services offered under such Description such changes shall automatically become part of this Sub-
Agreement, provided PRC supplies the Customer with a copy of the revised standard terms,
conditions or descriptions available within thirty (30) days of their publication. Should Customer
not be able to comply with such changes, Customer may terminate this Sub-Agreement with sixty
(60) days prior written notice to PRC.
Document prepared September 6,2000hmk0800.doc Page 1 of 5
Attachment 2
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
PRC/COMPAQ/DIGITAL MAINTENANCE SUB-AGREEMENT
III. EourPMENT SERVICES
The equipment, which shall be maintained under this Sub-Agreement, is as described on Exhibit
“B” attached hereto and made a part hereof, for all purposes. Equipment is eligible for service
under this Sub-Agreement provided it is in good operating condition and Compaq/Digital’s
serviceability requirements and site environmental conditions are met.
Iv. COMPAOlDIGITAL STANDARD TERMS
This Sub-Agreement is subject to the terms of Compaq/Digital’s current published U.S. Standard
Terms and Conditions, a copy of which is attached as Exhibit “C” hereto. Should Compaq/Digital
at any time alter such Standard Terms and Conditions, this Sub-Agreement shall be deemed to have
incorporated such alterations into Exhibit “C” provided PRC supplies Customer with a copy of the
revised standard terms and conditions within thirty (30) days of their publication.
v. PRC MASTER AGREEMENT
This Sub-Agreement is subject to the terms and conditions of a PRC Master Maintenance
Agreement, and the terms and conditions of such Master Maintenance Agreement shall prevail in
the event of a conflict with the terms of this Sub-Agreement.
Document prepared September 6,2000hmk0800.doc Page 2 of 5
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
PRCKOMPAQAXGITAL MAINTENANCE SUB-AGREEMENT
EXHIBIT “A”
to
PRC/Compaq/Digital Maintenance Sub-Agreement
(See attached Compaq/Digital Field Service Descriptions.)
PllODllCT DEcRIMloW
ABREEMEUT
TERM
PRICES
ElI6lBIUN
Dl6lTAl RESPOHSlBll.lNES
BASlC Senlce
DE&et-vice and BASIC Service provide on-site hardware support.
This .Service Description, together with (a) the Digital Equipment Corporation
U.S. Standard Terms and Conditions or U.S. Customer Services Terms and
Conditions and (b) the duly executed Service Agreement constitute the entire
agreement (“Agreem&‘) between the parties with respect to its subject
matter.
This Agreement is effective for an Initial Term of one (1) year from the
Commencement Date specified in the attached Service Agreement. Thereafter,
it may be cancelled by either party upon thirty (30) days written notice.
Prices for Services may be adjusted by DIGITAL after the Initial Term upon
ninety (90) days written notice.
This service is available in the United States. Additional travel charges may be
applicable in Alaska and Hawaii.
Equipment is eligible for this 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 necessary in order to meet this eligibility will be made at
DIGITAL’s Per Call rates, and Terms and Conditions then in effect.
Remedial Maintenance
Remedial hardware maintenance will be performed on-site during the
standard hours of coverage. DIGITAL will 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 the
standard hours of coverage in accordance with equipment standards specified
by DIGITAL.
Field Change Orders (FCOs)
DIGITAL will install 4l applicable FCOs, which in DIGITAL’s opinion are
required to ensure proper machine operation, during the standard hours of
coverage.
Labor and Materials
DIGITAL will provide all labor and materials.
l Service D e s c r i p t i o II
Replacement parts may be new or refurbished. Replaced parts become the
property of DIGITAL.
Se&x 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.
Predictive Tools/Remote Diagnosis
DIGITAL may provide predictive service tools on applicable DIGITAL
systems. DIGITAL may utilize remote diagnosis on those systems which
feature remote diagnosis capability.
Response Tie
DIGITAL will respond to a call for remedial hardware service, made during
the contracted hours of coverage, on a priority basis over Per-Call Service
requests. Typical response time is next business day.
Standard Coverage
On-site hardware coverage is 8:00 a.m. to 5:OO p.m., Monday through Friday,
except locally observed DIGITAL holidays.
Zone Charges
Equipment located beyond one hundred (100) miles from a designated
DIGITAL office is subject to Zone Charge Uplifts as specified in the Price
List.
In addition to the services in BASIC service shown above, the following
additional services will be performed:
Remedial Maintenance
Remedial Maintenance will be performed continuously until the problem is
resolved.
Preventive Maintenance
Preventive Maintenance started within the contracted hours of coverage will
continue for up to three (3) hours after the contracted hours of coverage.
Field Change Orders (FCOs)
FCO installation started within the contracted hours of coverage will continue
for up to three (3) hours after the contracted hours of coverage.
Response Tie
DIGITAL will respond to a call for remedial hardware service as follows:
Road Miles from Response Time
Designated Systems as designated
DIGITAL Office in the Price List All others
O-50 2 hr 4 hr
51-100 4 hr 4 hr
101-200 8 hr 8 hr
201 and beyond 16 hr 16 hr
. Service 0 e s E riptio n
Optional Coverage
DECservice is available up to 24 hours per day, 7 days per week, including
holidays.
PURCHASER REsPoHslRnmEs Purchaser will:
Notify DIGITAL immediately of equipment malfunction.
Run any applicable Purchaser-runnable diagnostics prior to notifying
DIGITAL of an equipment malfunction.
Allow DIGITAL personnel full and unconditional 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 e&t 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 (includii 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.
Maintain site conditions within the common environmental range of all system
devices (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.
DECompatible Service For the servicing of equipment not manufactured or supplied by DIGITAL,
the following applies:
Purchaser may be required to furnish at no charge to DIGITAL:
(a) such diagnostic aids and test programs as may be developed or used by
the original manufacturer or supplier of the equipment in testing to verify
that the equipment operates properly; and
(b) diagnostic and documentation updates that Purchaser receives for the
equipment.
All such items furnished by Purchaser shall 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.
Enhancements recommended to the Purchaser by the manufacturer to
improve reliability, maintainability, and/or safety of equipment, that are
supplied to the Purchaser by the manufacturer at no cost to DIGITAL, shall
be installed by DIGITAL as part of the service agreement when the affected options are part of the DIGITAL service agreement.
. s e I v i c e Description
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, copyriihts, 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.
The following maintenance 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.
Services required due to unauthorised attempts by other than DIGITAL
personnel to repair, maintain or modify the equipment.
Services required due to causes external to the DIGITAL-maintained
equipment.
Reconfiguration of equipment.
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.
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.
EN-02001.12-OOOW74K) 2/28/90 COPYRIGHT 0 1990 DIGITAL EQUIPMENT CORPORATION
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
PRC/COMPAQ/DIGITAL MAINTENANCE SUB-AGREEMENT
EXHIBIT “B”
to
PRC/Compaq/Digital Maintenance Sub-Agreement
(See attached the listed equipment to be maintained along with model no.,
serial no. and monthly Compaq/DEC list maintenance charges).
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PRC Public Sector, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential.
PRCKOMPAQiDIGITAL MAINTENANCE SUB-AGREEMENT
EXHIBIT “C”
to
PRCICompaqlDigital Maintenance Sub-Agreement
(See attached Compaq/Digital US Standard Terms and Conditions.)
a3
U.S. CUSTOMER SERVICES
STANDARD TERMS
The following are the Customer Services Standard Terms (“Terms”) under which
Compaq Computer Corporation, (“COMPAQ”) provides Services to Customers in the
United States of America.
1. DEFINITIONS
“Price List” refers to the applicable COMPAQ United States price list or catalog in effect
when COMPAQ accepts Customer’s order.
“Quotation” refers to the applicable authorized COMPAQ quotation in effect when
COMPAQ accepts Customer’s order
“Services” refers to (i) maintenance, support and other services as more fully defined in the
applicable Service Description and/or Statement of Work and, (ii) as appropriate in the
context of the various sections of these Terms, spare parts, documentation and diagnostic
software.
“Service Agreement” refers to the contract document governing certain Service engagements.
The Service Agreement incorporates these Terms and all applicable Service Descriptions and
Statements of Work, and specifies engagement-specific information such as the prices,
service levels, covered products, service delivery locations and other details relating to the
particular engagement.
“Service Description” refers to the COMPAQ document that describes the attributes of a
particular Service and COMPAQ’s and Customer’s responsibilities relating to that Service.
“Software” refers to computer programs, including databases and license keys.
“Statement of Work” refers to the document used by COMPAQ to describe customized
Services. A Statement of Work may (i) describe the attributes of the customized Services to
be provided and COMPAQ’s and Customer’s responsibilities relating to such Services, (ii)
specify the price for such Services, and (iii) include technical and administrative
requirements associated with such Services.
2. PRICES
Rev 5Oct99
The prices for Services will be specified in a Quotation, Service Agreement or Statement of
Work, or, in the absence of such documents, prices will be as specified in the Price List. The
prices exclude and Customer is responsible for all applicable sales and use taxes. The prices
for Services may be adjusted by COMPAQ at the end of the initial service period of each
Service Agreement upon ninety (90) days written notice.
3. ORDERS
All orders are subject to these Terms and are subject to acceptance by COMPAQ. Electronic
and facsimile orders and acknowledgments satisfy any legal requirements that agreements be
signed and in writing.
Cancellation or reschedule charges for Services will be as specified in the Service
Description or Statement of Work.
4. PAYMENT
Payment for Services is due upon receipt of invoice.
5. SERVICE MATERIALS
COMPAQ service materials, including proprietary Software tools and associated
documentation used by COMPAQ or a service provider authorized by Compaq in the
delivery of Services remain the exclusive property of COMPAQ. Customer may use
the service materials only for activities relating to the delivery of, and only during the
term of, the applicable Services. Use of proprietary Software tools is subject to the
associated proprietary Software tool license terms. Customer may not modify,
remove or transfer the service materials or make them or any resultant diagnosis or
system management data available to other parties without COMPAQ’s prior written
consent. Upon termination of the applicable Services, Customer will at COMPAQ’s
option destroy or return all service materials in its possession. Replacement parts may
be new or refurbished. Replaced parts become the property of COMPAQ or the
service provider.
6. LIMITED W-S
COMPAQ Services
COMPAQ warrants that Services will substantially conform to the Service
Description and any applicable Statement of Work. COMPAQ will remedy non-
conforming Service provided Customer notifies COMPAQ of any non-conformance
within thirty days after the performance of the non-conforming Service.
If in COMPAQ’s opinion, COMPAQ is unable to otherwise remedy the non-
conforming Service, COMPAQ may refund all or a portion of the purchase price of
the non-conforming Service.
Rev 5Oct99
COMPAQ Spare Parts, Documentation and Diagnostic Software
COMPAQ warrants that COMPAQ brand spare parts purchased under this Agreement
will be free of defects in workmanship and material. COMPAQ’s exclusive remedy
will be to repair or replace the defective spare part, or if unable to do so, refund the
purchase price of the defective spare part; provided Customer notifies COMPAQ of
any such defect within ninety days of delivery of the spare part. Spare parts may be
new or refurbished.
Diagnostic Software and documentation is provided “As Is”.
Year 2000
COMPAQ warrants that Services provided by COMPAQ will not impact the Year 2000
compliance of the Customer hardware or Software being serviced. If the hardware or
Software is Year 2000 compliant, as warranted by the product’s manufacturer at the time
of sale or prior to COMPAQ’s performance of the Services, COMPAQ in providing the
Services hereunder will take no action nor supply any part or Software which will make
such hardware or Software not Year 2000 compliant, provided that replacement parts,
patches or updates supplied by the manufacturer of third party hardware or Software are
Year 2000 compliant.
Unless expressly specified in the applicable Service Description or Statement of Work,
Services do not include any Year 2000 date data performance or functionality
remediation services.
If COMPAQ creates a Year 2000 related Field Change Order (FCO) for hardware or a Year
2000 related update or new version of Software, COMPAQ will provide such Year 2000
FCOs, updates or new versions to the extent the applicable Service Agreement, Service
Description or Statement of Work includes as a feature the provision of applicable
FCOs, updates or new versions.
Exclusions
These limited warranties do not apply to conditions resulting from improper use,
external causes, including service or modifications not performed by COMPAQ or a
service provider authorized by COMPAQ, or operation outside the environmental
parameters specified for the product which is the subject of the Service. COMPAQ
does not warrant that the operation of any product will be uninterrupted or error free.
These limited warranties are not applicable to third party products, which COMPAQ
provides “As Is” unless otherwise expressly specified in an applicable Service
Description, Statement of Work or COMPAQ warranty statement. Third party
products may be warranted by the third party as specified in the documentation
accompanying the product.
THESE LIMITED WARRANTIES ARE COMPAQ’S EXCLUSIVE WARRANTIES
AND NO OTHER WARRANTY, REMEDY OR CONDITION, EXPRESS OR
IMPLIED, WILL APPLY. COMPAQ SPECIFICALLY EXCLUDES THE
Rev 5Oct99
-
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7. LICENSED SOFTWARE
Software updates or revisions furnished in connection with Services are subject to the
original license terms for such Software. Any standard commercial Software product
furnished by Compaq is subject to the standard commercial Software license terms
applicable to the product.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
COMPAQ will defend, at COMPAQ’s expense, any claim brought against Customer alleging
that any part or Software furnished in connection with the Services infringes a U.S. patent,
copyright, trademark or mask work right (the “Claim”).
COMPAQ shall pay all costs and damages finally awarded or agreed to in settlement of the
Claim, provided that Customer furnishes COMPAQ with prompt written notice of the Claim
and provides COMPAQ with information, reasonable assistance and sole authority to defend
or settle the Claim.
In defense or settlement of the Claim, COMPAQ may obtain for Customer the right to
continue using the part or Software, replace it, or modify it so it becomes non-infringing. If
such remedies are not reasonably available, COMPAQ will grant Customer a credit for the
infringing part or Software as normally depreciated and accept its return.
COMPAQ will have no liability for any Claim resulting from the combination of any part or
Software furnished hereunder with other products which were not furnished by COMPAQ.
9. LIMITATION OF LIABILITY
COMPAQ WILL BE LIABLE TO CUSTOMER FOR DIRECT DAMAGES UP TO THE
GREATER OF ONE MILLION DOLLARS ($l,OOO,OOO) OR THE ANNUAL CHARGES
FOR THE PARTICULAR SERVICES WHICH ARE THE SUBJECT OF THE CLAIM.
THE FOREGOING LIMITATION WILL NOT REDUCE COMPAQ’S OBLIGATIONS
UNDER SECTION 8, INTELLECTUAL PROPERTY INDEMNIFICATION, OR
COMPAQ’S LIABILITY FOR BODILY INJURY CAUSED BY COMPAQ’S
NEGLIGENCE.
IN NO EVENT WILL COMPAQ BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES
RESULTING FROM LOSS OF DATA, USE, OR PROFITS.
THESE LIMITATIONS WILL APPLY TO ANY FORM OF ACTION, WHETHER
ARISING UNDER CONTRACT, STATUTE, TORT, OR OTHERWISE.
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a3
Any action against COMPAQ must be brought within eighteen (18) months after the cause of
action arises. For purposes of this Section 9, “COMPAQ” includes its employees, authorized
service providers and suppliers.
10. TERMINATION
If either party fails to perform or observe any of its obligations under these Terms, any
Service Agreement or Statement of Work, and such condition is not remedied within thirty
(30) days after written notice to remedy, the other party may terminate the applicable Service
Agreement or the Statement of Work.
11. EXPORT STATEMENT OF ASSURANCE
Services may include the provision of parts, Software or technical data subject to U.S.
export control regulations. Customer is responsible for complying with those
regulations if it exports controlled parts, Software or technical data provided by
COMPAQ or any product produced directly from the controlled technical data.
12. U.S. GOVERNMENT CUSTOMERS
Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer
Software Documentation, and Technical Data for Commercial Items are licensed to
the U.S. Government under COMPAQ’s or the third party licenser’s standard
commercial license.
13. GENERAL PROVISIONS
COMPAQ will not be responsible for delay or failure to perform due to causes beyond its
reasonable control.
Customer will notify COMPAQ of any potential safety or health risks that may exist at
Customer’s site. Services may not be performed if COMPAQ reasonably believes conditions
at Customer’s site represent a safety or health risk.
Customer may not assign or transfer any of its rights or obligation under any Service
Agreement or Statement of Work without COMPAQ’s written consent, which consent will
not be unreasonably withheld. COMPAQ may subcontract the performance of Services to
qualified service providers.
These Terms, the Service Agreement, Service Description(s) and/or any applicable Statement
of Work supersede any preprinted or additional terms on Customer’s orders and any prior
written or oral communications or representations by either party relating to the Services. No
changes or modifications to these Terms will be effective without the express written consent
of COMPAQ.
Rev 5Oct99
Any Customer site access requirements will not be enforceable to either increase the
obligations or liabilities or reduce the rights of COMPAQ, its employees, or authorized
service providers.
Customer will not directly solicit COMPAQ’s or its authorized service providers’ employees
involved in the performance of Services for Customer to undertake employment with
Customer or any affiliated company during the performance of such Services or for a period
of one (1) year thereafter.
Customer will maintain as confidential and will not disclose to any third party prices
or pricing reductions offered Customer.
These Terms and any Service Agreement, Service Description, Statement of Work, or dispute
arising in connection with Services will be governed by and constructed under the laws of the
State of Texas.
Rev 5Oct99
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is
Commercial or Financial, and Privileged or Confidential.
Attachment 3
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
6. LICENSE
With respect to each correction to the Software System furnished to Customer under
this Agreement, Customer is granted a non-exclusive, non-assignable, non-transferable,
irrevocable license to use such correction solely as appropriate as part of the Software
System as defined in the”License” Article of the Agreement for the System(s).
7. LIMITATION OF LIABILITY AND REMEDIES
a. Limited Warranty
PRC MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR
IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE).
b. Limitation of Remedy
Customer agrees that PRC’s liability hereunder for damages shall not exceed the
annual maintenance fee paid to PRC for the maintenance period in which the
cause of the action occurred.
C. Limitation of Damages
IN NO EVENT SHALL PRC BE LIABLE FOR ANY INDIRECT, CONSE-
QUENTIAL, INCIDENTAL OR TORT DAMAGES.
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PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is Commercial or Fimancial, and Privileged or Confidential.
Attachment 3
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
- EXHIBIT A -
SOFTWARE SYSTEM
The software system to be maintained under this Agreement including any unique technical
conditions are as follows:
1. The Customer’s Computer Aided Dispatch as defined in the original Functional
Specification Document as submitted to and accepted by the Customer including any
additional contractual work performed by PRC Public Sector, Inc.
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Attachment 3
PRC Public Sector, Inc. Proprietary
Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential.
PRC SOFTWARE MAINTENANCE SUB-AGREEMENT
- EXHIBIT B -
SERVICES TO BE PROVIDED
1. Basic software service shall be provided five (5) days per week from 5:30 a.m. through 5:30 p.m. Pacific
Standard Time excluding PRC holidays.
Calls made outside the above Basic service times will be billable at the rate of $900 per call for the first
four hours of consultation. Additional consultation will be billable at the rate of $225 per hour.
However, if Serious problems arise (see 3. Severity Level) and the Customer cannot correct them by
following the system management procedures previously supplied by PRC, calls made outside of
the Basic service times will not be billable. The determination of whether an after-hours call is billable
will be made solely by PRC.
2. ON DEMAND MAINTENANCE SERVICES - ODMS
ODMS is defined as forty (40) contiguous hours of PRC Programmer services on-site for the “PRC
installed system” (System). Services to be performed by the PRC Programmer are at the discretion of the
Customer. It is advisable to transmit to PRC, prior to the PRC Programmer arriving on site, a list of
work descriptions desired by the Customer. The ODMS to be performed by the PRC Programmer will
be on a “best effort” basis. If the work is not complete or task finished by the PRC Programmer at the
end of forty (40) hours, the Customer has the option to contract for additional ODMS or have PRC
complete the work on a “time and materials” (T&M) basis. The additional ODMS or T&M work will
have to be mutually agreed to and scheduled. ODMS work completed by PRC will then be transferred
and maintained under the Master Maintenance Agreement.
The current rate for ODMS work is $8,900 for a forty (40) hour block. This rate is subject to a
maximum increase of five percent (5 %) per year effective the start of the second year of the PRC
Maintenance Agreement. PRC will provide Customer with the applicable revised ODMS rate upon
request. Customer has the option not to have the PRC Programmer on site, but to perform the work via
remote dial-in. If Customer chooses this option, the price for ODMS does not change.
Author&d Options. (circle one)
On Demand Maintenance Service YES NO
Number of On Demand Maintenance service trips
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