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HomeMy WebLinkAbout2000-10-17; City Council; 15927; Computer Aided Dispatch Maintenance Agreement, . 0 >w 0 E 4 CITYOFCARLSBAD-AGENbA BILL AB# 6, %? a: 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. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. // Ii t/ . I/ i Ii II J/ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 - 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: . .,. ,, .j ‘Z 1 ; .:., I. . ’ I i ;: , ‘. l y . - ._ :* : ; .! *:. ., . * _ . : .. y -., “. ,’ . Document Prepared 09/06/00 mmk08OO.doc Page 4 of 4 ,- 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). f! 2 i . .8 E. ii ii i 1 E’ . E 1 2. % H 1 . 81: ! %e w i!l % 9 8 H ll B I 1 Y h,r: A “& cn 0 a “w & & B :: :: m B h u u u < 4 -=z < 4 < < 4 h h 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. Rev 5Oct99 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. Document Prepared 09/06/00 smkOSOO.doc Page 4 of 6 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. Document Prepared 09/06/00 smk0800.doc Page 5 of 6 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 Document Prepared 09/06/00 smk0800.doc Page 6 of 6