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2013-12-17; City Council; Resolution 2013-294
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 1: 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2013-294 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CAUFORNIA, AUTHORIZING THE PURCHASE OF A REPLACEMENT STORAGE AND BACKUP STORAGE SYSTEM WHEREAS, The City of Carlsbad understands that data protection is a priority and that the currently installed data storage and backup systems are operating beyond their useful life and therefore pose a threat, and; WHEREAS, Section 3.128.100 ofthe Carlsbad Municipal Code provides that the City may join with other public agencies in cooperative purchasing plans for the purchase of goods, and; WHEREAS, Mainline Information Systems, Inc., through US General Services Administration ("GSA") contract GS-35F-0216L the State of California (WSCA/NASPO) (B27164- CA) contract, a cooperative purchasing program, has submitted a proposal to provide the City of Carlsbad a backup and storage system for a total of $375,596, and; WHEREAS, sufficient funds were appropriated in the Fiscal Year 2013 - 2014 Information Technology Replacement budget to replace end of useful life storage and backup systems. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. 2. That the Purchasing Officer is hereby authorized and directed to issue a purchase order to Mainline Information Systems, Inc. in the amount of $375,596 to replace the data backup and storage systems. 3. The Mayor is hereby authorized and directed to execute the agreements attached hereto. 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 ofthe City Council ofthe City of Carlsbad on the 17**^ day of December, 2013, by the following vote to wit: AYES: NOES: Council members Hall, Packard, Wood, Blackburn and Douglas. None. ABSENT: None. MATT HALL, Mayor ATTEST: BARBARA ENGLESO^ity Clerk Trom the .X. DATA CENTER Carlsbad - Storage Refresh Quote Number: 9DZM26-2 Prepared For: Randy Lagman IT Operations Manager Cityof Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 (760) 602-2789 randy.lagman@carlsbadca.gov Date:12/4/2013 Prepared By: Brian Houlihan Account Executive Mainline Information Systems, Inc. (619) 446-6705 brian.houlihan@mainline.com CONFIDENTIAL PLEASE NOTE: This Proposal contains system configuration, pricing, and other business information that has been developed by Mainline Information Systems, Inc. using proprietary methodologies designed to provide optimal solutions to your firm's business needs as you have expressed them to us. The information contained herein is therefore confidential in nature and is to be treated as your firm would treat its own confidential information and not disclosed to any employee of your firm not having a need to know or anyone who is not an employee of your firm without our express written per mission. IMPROVE SERVICE. MANAGE COST REDUCE RISK. Mainline INFORMATION SYSTEMS IBM TS3310 {9DZM26-2-1) Product Code Product Name Qtv Unit Sales Extended Sales GSA Contract No. GS-35F-0216L Hardware 3576-L5B TS3310Tape Library 1 $7,000.00 $7,000.00 1640 Capacity Expansion 2 $500.00 $1,000.00 1682 Path Failover 1 $2,250.00 $2,250.00 1900 Additional Power Supply 1 $672.50 $672.50 5900 Transparent LTD encryption 1 $2,500.00 $2,500.00 6013 13m LC/LC Fibre Channel Cable 2 $130.00 $260.00 7003 Rack Mount Kit 1 $587.50 $587.50 8002 l-Cleaning Cartridge 4 $50.50 $202.00 8342 Ultrium 6 Fibre Channel Tape Drive 2 $9,372.00 $18,744.00 9210 Attached to HP-UX 1 N/C N/C 9211 Attached to Sun 1 N/C N/C 9212 Attached to Windows System 1 N/C N/C 9215 Attached to Linux System 1 N/C N/C 9600 Attached to pSeries or RS/6000 1 N/C N/C 9800 2.8m Power Cord 125V US/Canada 1 N/C N/C 9848 Rack to PDU Une Cord 1 N/C N/C 9900 Encryption Configuration 4 N/C N/C 3576-E9U TS3310 Tape Expansion Module 1 $5,500.00 $5,500.00 1900 Additional Power Supply 1 $672.50 $672.50 6013 13m LC/LC Fibre Channel Cable 2 $130.00 $260.00 8342 Ultrium 5 Fibre Channel Tape Drive 2 $9,372.00 $18,744.00 9800 2.8m Power Cord 125V US/Canada 1 N/C N/C 9848 Rack to PDU Line Cord 1 N/C N/C 3576-E9U TS3310 Tape Expansion Module 1 $5,500.00 $5,500.00 Page 2 of 12 - (Mainline - confidential) December 6, 2013 vvww.mainrme.com | 866.490.MAIN(6246) Mainline' INFORMATION SYSTEMS Product Code Product Name 1900 Additional Power Supply 9800 2.8m Power Cord 125V US/Canada 9848 Rack to PDU Line Cord 3589-550 2.5 TB Ultrium Tape Cartridge Labeled 5500 2.5 TB Labeled 20-pack 8000 Jewel Case 9003 Label background color Red 9022 Color/vibrant background 9110 First character of Volser is A 9200 Second character of Volser is 0 9300 Third character of Volser is 0 9400 Fourth character of Volser is 0 9500 Fifth character of Volser is 0 Subtotal Maintenance 3576-L5B-W24 Hardware Maintenance 1 Year 24x7x4 3576-E9U-W24 Hardware Maintenance 1 Year 24x7x4 Subtotal TAX Estimated Sales Tax (8.0%) Subtotal Annua! Maintenance Estimate: $9,500.00 Grand Tcrta! Qtv 1 1 1 1 5 1 1 1 1 1 1 1 1 Unit Sales Extended Sales $672.50 $672.50 N/C N/C N/C N/C N/C N/C $2,159.00 $10,795.00 N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C N/C $75,360.00 $744.07 $744.07 $589.00 $1,178.00 $6,028.80 $1,922.07 $6,028.80 $6,028.80 $83310,87 Page 3 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com j 866.490.MA1N(6246) Mainline INFORMATION SYSTEMS IBM V7000 {9DZM26-2-2) Product Code Product Name GSA Contract No. GS-35F-0216L V7000 Controller Hardware 2076-324 IBM Storwize V7000 Disk Control Enclosure 0010 Storage Engine Preload 3516 800GB 2.5-inch SSD ) 3542 1.2 TB 6Gb SAS 2.5-inch SFF HDD 5305 5 m Fiber Optic Cable LC-LC 5711 IBM lOGbE Optical SW SFP 2 pairs 6008 Cache 8 GB 9730 Power Cord - PDU connection 9801 AC Power Supply V7000 Controller Software 5639-VM7 IBM Stonvize V7000 Software V7 Per Storage Device with 1 Year SW Maint ESD Media Supply Qtv Unit Sales Extended Sales OOOl 3450 5809 5639-SMl IBM Storwize V7000 Software lYr SW Maint Reg/Ren OOOl Per Storage Device SWMA NoCharge Reg 9000 SWMA Renewal Registration V7000 Remote Mirroring Software 5639-RM7 IBM Storwize V7000 Remote Mirroring Software V7 OOOl Per Storage Device with 1 Year SW Maint 5539-RMA 0002 IBM Storwize V7000 Remote Mirroring Software lYr SW Maint Reg/Ren Per Storage Device SWMA NoCharge Reg 1 1 4 20 8 1 2 1 2 1 1 1 1 1 1 1 1 1 1 $15,750.00 N/C $7,870.00 $989.00 $58.00 $418.00 N/C N/C N/C N/C $8,100.00 N/C N/C N/C N/C N/C N/C $2,250.00 N/C N/C $15,750.00 N/C $31,480.00 $19,780.00 $464.00 $418.00 N/C N/C N/C N/C $8,100.00 N/C N/C N/C N/C N/C N/C $2,250.00 N/C N/C Page 4 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com | 866.490.MAIN(6246) Mainline INFORMATION SYSTEMS Product Code Product Name Qtv Unit Sales Extended Sales Expansion Enclosure 1 Hardware 2076-224 IBM Storwize V7000 Disk Expansion Enclosure 3542 1.2 TB 66b SAS 2.5-inch SFF HDD 5401 1 m 6 Gb/s external mini SAS 9730 Power Cord - PDU connection 9802 AC Power Supply Expansion Enclosure 1 Software 5639-VM7 IBM Storwize V7000 Software V7 Per Storage Device with 1 Year SW Maint ESD Media Supply OOOl 3450 5809 5639-SMl IBM Storwize V7000 Software lYr SW Maint Reg/Ren OOOl Per Storage Device SWMA NoCharge Reg 9000 SWMA Renewal Registration Subtotal Maintenance 2076-324-W24 Hardware Maintenance 3 Year 24x7x4 2076-224-W24 Hardware Maintenance 3 Year 24x7x4 ATTORTS Account Advocate 1 Year (OPEN MARKET) TAX Subtotal Estimated Sales Tax (8.0%) Subtotal 1 24 2 1 2 1 1 1 1 1 1 1 $2,700.00 $989.00 $80.00 N/C N/C N/C $8,100.00 N/C N/C N/C N/C N/C $4,831.00 $1,868.00 $1,019.00 $7,559.04 Note: External Virtualization Per Enclosure = $1,500.00 License + $600.00 Annual Maintenance Annua! Maintenance Estimate Year 2 & 3: $11,220.00 Annual Maintenance Estimate Year 4+: $30,435.00 $2,700.00 $23,736.00 $160.00 N/C N/C N/C $8,100.00 N/C N/C N/C N/C N/C $112,338.00 $4,831.00 $1,868.00 $1,019.00 $7J18.CfO $7,559.04 S7,559„04 Page 5 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com I 866.490.MAIN{6246) Mainline INFORMATION SYSTEMS Product Code Product Name Qtv Unit Sales Extended Sales Grand Total $128,215.04 Page S of 12 - (Mainline - confidential) IVIflliil I j H© Decembers, 2013 www.mainline.com | 866.490.MAIN(6246) INFORMATION SYSTEMS IBM V3700 (9DZM26-2-3) Product Code Product Name GSA Contract IMo, GS~35F-0216L Hardware 2072S2C IBM Storwize V3700 SFF Dual Control Enclosure 00Y2493 10Gb iSCSI - FCoE 2 Port Host Interface Card 00Y2485 Remote Mirroring 00y2507 1.2TB 2.5in lOK 6Gb SAS HDD Subtotal Maintenance 46Y1979 3 Year Onsite Repair 24x7 4 Hour Response 29R5810 RTS for Storage Devices - Base - lyr Subtotal TAX Estimated Sales Tax (8.0%) Subtotal Annual Maintenance Estimate Year 2 & 3: $700.00 Annual Maintenance Estimate Year 4+: $1,953.00 Grand Totai Qtv Unit Sales Extended Sales 1 2 1 12 $5,000.00 $1,200.00 $5,500.00 $685.00 $1,585.00 $609.00 $1,249.60 $5,000.00 $2,400.00 $5,500.00 $8,220.00 $21,120.00 $1,585.00 $609.00 $2;i94.00 $1,249.60 $1,249.60 $24^563.60 Page 7 of 12 - (Mainline - confidential) Decembers, 2013 www.mainlinexom j 866.490.MAIN(6246) Mainline INFORMATION SYSTEMS IBM Security Key IVIanager {9DZM26-2-4) Product Code Product Name GSA Contract No. GS-35F-0216L Software D0887LL IBM SECURITY KEY LIFECYCLE MANAGER BASIC EDITION INSTALL LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS D0L4NLL IBM SECURITY KEY LIFECYCLE MANAGER FOR TAPE CLIENT DEVICE LICENSE + SW SUBSCRIPTION & SUPPORT 12 MONTHS Subtotal TAX Estimated Sales Tax (8.0%) Subtotal Annual Maintenance Estimate: $1,600.00 Grand Total Qtv Unit Sales Extended Sales $2,873.00 $437.00 N/C $5,746.00 $1,748.00 $7,494.00 N/C $7,494,00 Page 8 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com I 866.490.MAIN{6246) Mainline INFORMATION SYSTEMS IBM Fiber Channel Network (9DZM26-2-5) Product Code Product Name GSA Contract No. GS-35F-0216L Hardware 2498-B24 IBM System Storage SAN24B-4 Express 2808 8 Gbps SW SFP Transceiver 8-Pack 5605 Fibre Cable LC/LC 5m multimode 7200 8-Port Activation 2498-B24 IBM System Storage SAN24B-4 Express 2808 8 Gbps SW SFP Transceiver 8-Pack 5605 Fibre Cable LC/LC 5m multimode 7200 8-Port Activation Siibtota! Maintenance 2498-B24-W24 Hardware Maintenance 1 Year 24x7x4 Qtv Unit Sales Extended Sales ATTORTS ATTORTS TAX SupportLine For Storage Area Networking 1 Year (Open Market) Account Advocate 1 Year (Open Market) Subtotal Estimated Sales Tax (8.0%) Subtotal Annual Maintenance Estimate: $4,000.00 Grand Total $3,240.00 $564.00 $63.00 $2,082.00 $3,240.00 $564.00 $63.00 $2,082.00 $166.00 $431.00 $904.00 $779.52 $3,240.00 $1,128.00 $504.00 $2,082.00 $3,240.00 $1,128.00 $504.00 $2,082.00 $13„908.00 $332.00 $431.00 $1,808.00 $2,571.00 $779.52 $779.52 $1725: Page 9 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com I 866.490.MA!N(6246) Mainline INFORMATION SYSTEMS STORServer EBA1202 (9DZIV126-2-6) Product Code Product Name Hardware EBA1202-TSM- EBA1202-S TSM Enterprise Backup Appliance; SSD PROC Database; de-dup capable EBA-SHELF- EBA Disk Shelf - Base - Single Controller - No Drives BASE- SC Qtjt EBA-SHELF- EXPN-SC EBA-SHELF- 30TB-7K EBA Disk Shelf - Expansion - Single Controller - No Drives EBA Drives for Shelf - 30TB 'Value' Storage EBA1202-TSM- EBA1202-S upgrade TSM Appliance to 2nd CPU PROC AP-DCFIBRE8G- Appliance Dual-Port 8Gbps FC Adapter - IBM Qlogic Q-PCIe PCIe SI-MEDIUM STORServer Integration Customer Supplied Storage - Medium Maintenance 1st Year 8x5 Silver Solution Support Subtotal TAX Estimated Sales Tax (8.0%) Sybtotal Unit Sales $35,000.00 $4,500.00 $2,800.00 $12,000.00 $2,095.00 $1,400.00 $4,950.00 $18,441.00 $6,767.60 Extended Sales $35,000.00 $4,500.00 $5,600.00 $36,000.00 $2,095.00 $1,400.00 $4,950.00 $18,441.00 $107,986.00 $6,767.60 $6,767.60 Note: STORServer diagnosis support is from TSM software perspective. Diagnose connectivity errors, if support issue is identified to be library, customer wili be responsible for contacting IBM for support. STORServer will not change any software configurations on library. Annual Maintenance Estimate: $12,000.00 Grand To^:*^ Page 10 of 12 - (Mainline - confidential) December 6, 2013 www.mainline.com | 866.490.MAIN(6246) Mainline INFORMATION SYSTEMS Solution Selection As this proposal offers multiple solutions, please select the solution(s) which best meet your needs: Quote # Configuration Name m 9DZM26-2-1 IBM TS3310 m 9DZM26-2-2 IBM V7000 m 9DZM26-2-3 IBM V3700 m 9DZM26-2-4 IBM Security Key Manager m 9DZM26-2-5 IBM Fiber Channel Network m 9DZM 26-2-6 STORServer EBA1202 Grand Total Price $83,310.87 $128,215.04 $24,563.60 $7,494.00 $17,258.52 $114,753.60 $375,59.5,63 Page 11 of 12 - (Mainline - confidential) Decembers, 2013 www.mainline.com | 866.490.MA!N(6246) Mainline INFORMATION SYSTEMS Proposal Acceptance and Signature Page Proposal for City of Carlsbad 12/4/2013 Proposal Number: 9DZM26-2 P0#: Client's signature below indicates acceptance of this offer subject to the terms and conditions of the Mainline Customer Purchase Agreement, which is incorporated herein by this reference and made a part hereof, except as otherwise agreed to by the parties. Execution ofthis proposal authorizes Mainline to place on order, ship, and invoice any equipment, third party products and/or services identified in this proposal. Shipping terms are FOB Origin and Client is responsible for shipping costs. When applicable. Mainline will state shipping costs in this proposal, as well as on Client invoice. Expedited shipping requests will result in Client incurring additional shipping fees. Price is valid for 30 days and subject to applicable taxes. Payment terms are net 30 days. The pricing set forth in the proposal is based upon the applicable manufacturer's current pricing matrix and the application of all charges and/or credits. Mainline will advise Client in writing prior to shipment of any changes in pricing by the manufacturer that would affect this proposal. For hardware maintenance renewals, the inventory presented in this proposal is based on Client's current maintenance contract and information provided by Client. Client is responsible for ensuring that the inventory presented is all inclusive ofthe current installed environment. Only the inventory presented will be covered for hardware maintenance and/or services as stated in the proposal. Please return an executed copy ofthis Proposal Acceptance and Signature Page to me via mail or fax at 888-381- 6851. Thank you for your confidence in Mainline Information Systems. December 17, 2013 City of Carlsbacf Representative's Date Authorized Signature/Title Matt Hall, Mayor City of Carlsbad Representative's Print Name/Title Mainline Representative's Date Authorized Signature/Title APPROVED AS TO FORM Page 12 of 12 - (Mainline - confidential) x2! |IJ| ^ | 11 ^\^r. i 'CT I tAfl-'.i'^ Decembers, 2013 ffflVIClinill I It; •^h>SlSl^^^ L^"^^^j^/'?-AJ%Ww.mainl{ne.com | 866.490.MAIN(6246) INFORMATION SYSTEMS I::^E?E: Mastor Servlces Attachment for ServiceElite 1. Scope of Services IBM will provide you Services as described in this Attachnnent and, if applicable, its Statements of Work and Change Authorizations to support your hardware and software products (called "Eligible Machines", "Eligible Programs", and together "Eligible Products"). Services are available for Eligible Products normally used for business, professional, or trade purposes, rather than personal, family, or household purposes. IBM will identify the Eligible Products, the Services that apply to them, and the Services transaction contract period in Schedules that reference this Attachment and any associated Statements of Work and Change Authorizations. Each Schedule will also identify the Specified Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof, which may be resident at multiple sites or a single building. The specific terms regarding Eligible Machine Services and Eligible Program Services contained in this Attachment and its Statements of Work and Change Authorizations apply only when you have contracted for an associated Eligible Machine maintenance Service or Eligible Program support Service as specified in a Schedule. 2. Sates through IBM and IBM Business Partners You may acquire Services through IBM or an IBM Business Partner, or their designee, authorized to resell IBM Services. IBM Business Partners establish the price and general business terms at which they market the IBM Services to you and they will communicate these directly to you for all transactions they initiate with you. However, IBM establishes the terms of each Service IBM provides and our general business responsibilities associated with these Services. Therefore, IBM will provide the Services as described in this Attachment and its associated Statements of Work and Change Authorizations (and their Schedules). Whenever IBM is required to provide notification to you or you are required to provide notification to IBM, each of us also agrees to notify the applicable IBM Business Partner if one is engaged in the transaction. In the event that you have contracted through an IBM Business Partner that is no longer able to offer IBM Services, for any reason, IBM will so notify you in writing. You may continue to receive the Services by instructing IBM (in writing) to transfer administration of the Services to either 1) another IBM Business Partner of your choice (who may require you to first execute one of their agreements) that is approved to offer you IBM Services, or 2) IBM under a standard direct marketing relationship that enables IBM to generate charges and invoicing. IBM is not responsible for 1) any actions of IBM Business Partners or their designees, 2) any additional obligations they have to you, or 3) any products or services that they supply to you under their agreements. 3. IBM Responsibilities When you contract for an applicable Sen/ice, IBM agrees to deliver the Service in accordance with the terms and responsibilities identified in the Service description set out in this Attachment or an associated Statement of Work or Change Authorization. For basic maintenance of IBM Machines, the Service description is set out in our Agreement (referenced in the signature block below). 4. Your Responsibilities When you contract for an applicable Service, you agree: 1. to provide IBM with an inventory in which you identify all Eligible Products to be covered at each Specified Location and to notify IBM whenever you move, add, or delete Eligible Products at an existing Specified Location or set up new Specified Locations; 2. that when an applicable Service includes IBM providing you with access codes to electronic diagnostic tools, information databases, or other Service delivery facilities, you will limit the use of these to only those who are authorized to use them under your control and only in support of Eligible Products and Services identified in Schedules; 3. to provide IBM with the necessary information it requests to perform Services which are related to its provision of the Services to you and to notify IBM of any changes; 4. to pay any communications charges associated with accessing these Services including but not limited to phone and internet connection charges, unless IBM specifies otherwise in writing; 5. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise; 6. to securely erase from any Machine that you return to IBM for any reason all programs not provided by IBM with the Machine and data, including without limitation, the following: 1) information about identified or identifiable individuals or legal entities ("Personal Data") and 2) your confidential or proprietary information and other data. If removing or deleting Personal Data is not possible, you agree to transform such information (e.g. by making it anonymous or encrypting it) so that it no longer qualifies as Personal Data under applicable law. You also agree to remove all monetary funds from Machines returned to IBM. IBM is not responsible for any funds, programs not provided by IBM with the Machine, or data contained in a Machine that you return to IBM. You acknowledge that, to perform its responsibilities, IBM may ship all or part of the Machine or its software to other IBM or third party locations around the worid, and you authorize IBM to do so; 7. to acknowledge that Services will be performed on-site at your location, and off-site at IBM location(s). You also understand and acknowledge that IBM is permitted to use global resources (non-permanent residents used locally and personnel in locations worldwide) for delivery of Services; and 8. to acknowledge that some devices (for example, solid state devices) have read/write or wear limitations as documented in the hardware product specifications. When these devices have reached the wear limitations, they are not covered under maintenance Services under which IBM agrees to provide support, maintenance, or replacement of defective, failed or any other parts, unless such terms specifically identify the device by description and/or part number and describes the terms of support or maintenance coverage applicable to it. Z125-7227-18 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/1310:25 ARMCOOK) Paae 1 of 5 5. Mutual Responsibilities Each of us will comply with applicable export and import laws and regulations, including those of the United States that prohibit or limit export of certain uses or to certain end users, and each of us will cooperate with the other by providing all necessary information to the other, as needed for compiiance. Each of us shall provide the other with advance written notice priorto providing the other party with access to data requiring an export license. 6. Automatic Inventory increase for Machine and Software Maintenance Services If specified as a selected option in the Schedule, IBM will automatically increase the inventory count and associated Services at Specified Locations per the terms set out below. OPTION #1 - MACHINE MAINTENANCE SERVICES IBM will automatically increase the inventory count and associated Machine maintenance Services whenever: 1. an Eligible IBM Machine is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under warranty when added, maintenance Services will commence atthe later of a) the date of installation or b) the previous yearly anniversary of the start of the transaction contract period. IBM Machines specifically excluded from coverage at transaction contract period start will remain outside the scope of this Section unless you request IBM add them during the transaction contract period. However, all Eligible IBM Machines added to your inventory during the transaction contract period will be included in the inventory count and receive maintenance Services as set out in this Section. 2. an Eligible non-IBM Machine, of the same type as other non-IBM Machines already covered at that Specified Location, is added to the inventory. If the Machine is under warranty when added, maintenance Services will commence at warranty exit. If the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of the start of the transaction contract period. The maintenance Services that apply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same type at the Specified Location, unless agreed upon in writing by both parties. Newly installed IBM Machines of the same type for which you have already selected Warranty Service Upgrade will be added at date of actual installation and will be covered at the same Warranty Service Upgrade support level. If at any time either of us requests a review of the inventory count, each of us will provide reasonable cooperation to the other in updating the last formal inventory. OPTION #2 - SOFTWARE SERVICES IBM will automatically increase the inventory count and associated software Sen/ices whenever an Eligible Program licensed for use on an Eligible IBM Machine is added to the inventory. The software maintenance Sendees that apply for these programs will be the same as that which you are receiving for all other copies of the Program licensed for use on Eligible IBM Machines of the same type at the Specified Location. These software Services will commence immediately upon addition of the Eligible Program to the inventory except that for software maintenance Services, a) if the Program is covered under the Agreement for Acquisition of Software Maintenance when added to the inventory, then software maintenance Services via ServiceElite will commence at the expiration date of that support period, or b) if the Program is not covered under the Agreement for Acquisition of Software Maintenance when added to the inventory, then software maintenance Sen/ices via ServiceElite will commence immediately and After License Fees may apply. If at any time either of us requests a review of the inventory count, each of us will provide reasonable cooperation to the other in updating the last formal inventory. 7. Charges and Payment For sales through IBM, your charges are calculated taking into account your Service selections, price protection option, payment option, and for prepayments, length of the prepay period. FOR EACH TRANSACTION PACKAGE YOU MAY SELECT ONE OF THE FOLLOWING 3 PRICE PROTECTION OPTIONS. YOUR SELECTION WILL BE SPECIFIED IN THE SCHEDULE ASSOCIATED WITH THAT TRANSACTION PACKAGE. OPTION #1 ANNUAL - PRICE PROTECTION DURING EACH TRANSACTION CONTRACT YEAR ONLY IBM may revise charges. However, any rate increase will not take effect until the next yearly anniversary of the start of the transaction contract period. At the start of each transaction contract year, you will be invoiced at the charge rates that are then in effect and that invoice will serve as your notice of charge rate changes. All newly added Eligible Products and Services, as well as changes to existing Eligible Product configurations and Services, will assume the charge rate that applied for these at the previous yearly anniversary of the start of the transaction contract period. Eligible Products and Services that become generally available during the transaction contract period will be added at the charge rate that applied on their initial availability date. OPTION #2 FULL - PRICE PROTECTION FOR ENTIRE TRANSACTION CONTRACT PERIOD, INCLUDES PROTECTION FOR NEWLY ADDED MACHINE TYPES For the entire transaction contract period, charges for included Eligible Product configurations and Services will not increase. All newly added Eligible Products and Services, as well as changes to existing Eligible Product configurations and Services, will assume the charge rate that applied for these at transaction contract period start. Eligible Products and Services that become generally available during the transaction contract period will be added at the charge rate that applied on their initial availability date. You will receive the benefit of a decrease in applicable charges for amounts which become due on or after the effective date of the decrease. Zl25-7227-18 10-2013 {MK076) contract AGBVJ8 (oreoared 12/04/13 10:25 ARMCOOK) Pans ? nf 5 OPTION #3 PREPAY - PRICE PROTECTION FOR TRANSACTION CONTRACT PERIOD PREPAY Since you have selected to prepay for the entire transaction contract period, you will not be subject to increases in charges (during that period) for included Eligible Product configurations and Services. All newly added Eligible Products and Sen/ices, as well as changes to existing Eligible Product configurations and Services, will assume the charge rate that applied for these at transaction contract period start with adjustment for the reduced prepay period. Eligible Products and Services that become generally available during the transaction contract period will be added subject to the charge rate that applied on their initial availability date with adjustment for the reduced prepay period. If you elect to have these charge terms apply for charges during any renewal transaction contract period (as recalculated at the start of each renewal period), you must provide IBM written notification (at least one month prior to the start of the renewal period) and prepayment for the entire renewal period. Othenwise charges for the renewal period will revert to a quarterly billing cycle under the terms set out for Option #1 above. FOR EACH TRANSACTION PACKAGE, THE FOLLOWING CHARGE ADJUSTMENT TERMS APPLY. Total Services charges may be adjusted whenever: 1. a review of the inventory count indicates a change from the last accounting; or 2. a Specified Location is affected by a change that results in additional costs (e.g. a change in tax rates). Eligible Machine type, or Service is added, deleted, or changed. For sales through IBM Business Partners, your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additional charge for some actions (e.g. termination), or for IBM's provision of some additional services (e.g. Service upgrades). These actions or additional services are identified in this Attachment and its associated Statements of Work and Change Authorizations with an asterisk ("*"). Where you see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge or may be entitled to a credit or refund. You will make payment directly to your IBM Business Partner. IBM may charge you directly for certain expenses IBM incurs in performance of a Service for you (e.g. actual travel and living expenses, out-of-pocket expenses). IBM will not incur these expenses without your prior written approval. 8. Renewal and Termination IBM will automatically renew Services unless you or your IBM Business Partner request othenwise. For each transaction the Schedule will specify the number of years (0 or greater) in the Renewal Contract Period. Whenever this number is greater than 0, IBM will renew the applicable Services at the end of the transaction contract period for the number of years specified. Thereafter, IBM will automatically renew the Services for same length periods unless you or your IBM Business Partner notify IBM in advance of your desire to change the length of the renewal. You, your IBM Business Partner, or IBM can select not to renew by providing written notification (at least one month prior to the end of the current transaction contract period) to the others of its decision not to renew. Nonrenewal notification sent to you by IBM or received by IBM from either you or your IBM Business Partner will result in IBM ceasing to provide you the applicable Services at the end of the current transaction contract period. In case of renewals, charges are recalculated at the start of each renewal period. For sales through IBM, the new charges will be based on the length of the Renewal Contract Period and then current charges associated with your contracted a) Sen/ices, b) price protection option and c) payment option. One of the following termination provisions will apply based on the length of the transaction contract period specified in the Schedule. PROVISION #1 - ONE YEAR TRANSACTION CONTRACT PERIOD You may terminate Services for an Eligible Product, on notice to IBM, if you permanently remove it from productive use within your Enterprise. Othenwise, Services must be under contract for at least one year. If you select automatic renewals, you may also terminate Services after the first full year of Service by providing IBM one month's written notice prior to the end of your first year of Service. You will receive a credit for any remaining prepaid period associated with Services you terminate in accordance with this provision.* You may also terminate Services by providing IBM one month's written notice, after the Services have been under contract for at least one year. You will receive a credit for any remaining prepaid period associated with Services you terminate in accordance with this provision.* PROVISION #2 - MULTI-YEAR TRANSACTION CONTRACT PERIOD You have committed to continue Services for the entire transaction contract period. However, you may terminate Services for an Eligible Product on notice to IBM, if you permanently remove it from productive use within your Enterprise. Othenwise, if you choose to terminate Services and these are not being replaced by equivalent Services, you may do so by providing IBM one month's written notice, and paying an adjustment fee equal to the charges for a number of months equal to the number of years in the Transaction Contract Period.* However, the Services must have been under contract for at least one year upon termination. After allowing for applicable adjustments, you will receive a credit for any remaining prepaid period associated with Services you terminate in accordance with this provision.* 9. Services Warranty Service Upgrade For certain Eligible Machines, you may select a Service upgrade from the standard type of warranty Service for the Machine. IBM provides Service for Machines as described in our Agreement but charges for the upgrade in type of Sen/ice during the warranty period. You may not terminate the Service upgrade or transfer it to another Machine during the warranty period. When the warranty period ends, the Machine will become part of your standard inventory count and will convert to maintenance Service at the same type of Service you selected for warranty Service upgrade. Maintenance of IBM Machines IBM will provide Service for Machines, as described in our Agreement, for those Eligible IBM Machines specified in the Schedule. Certain Machine types may require the installation and use of remote connectivity tools and equipment for direct problem reporting, remote problem determination and resolution. Z125-7227-18 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/1310:25 ARMCOOK) Paoft 3 of 5 A machine is only considered "Eligible" if it is operational and in conformance with its official published specifications on the contract start date. All Eligible Machines must be in good working order. For more details contact your sales representative. If your warranty or maintenance Service coverage lapses for a Machine by 90 days or more beyond the end of the contracted warranty or maintenance coverage period, and you subsequently request to restart your Service coverage, a Re-establishment Fee will be applied. The fee is based on the number of days of lapsed coverage, up to an amount equal to 365 days of the applicable hardware maintenance service fees for the specific Machine(s). The Machine(s) must meet IBM's safety and serviceability requirements from the date of Service coverage. IBM reserves the right to inspect the Machines within one month from the start of Service. Where Machine(s) do not meet IBM's safety and serviceability requirements, you agree to pay for any repairs deemed necessary by IBM prior to IBM accepting the applicable Machine for ongoing Service coverage. Maintenance of Non-IBM Machines IBM will provide Service for Machines, as described in our Agreement, for those Eligible non-IBM Machines specified in the Schedule. Unless specified othenwise in the Schedule, Service is provided only for the manufacturer's base configuration for each covered Machine model. You are responsible for following the manufacturer's and IBM's provided guidelines pertaining to operator responsibilities, maintenance procedures, and supplies prior to placing a Service request. Repair of non-IBM Machines is subject to the availability of repair parts and any technical support required of the original manufacturer. Repair parts will be functionally equivalent to those replaced. They may be new or used and may have been manufactured by other than the original manufacturer. You may request that IBM use repair parts manufactured by the original manufacturer when these are available, but there may be an additional charge for these parts.* In addition to items set forth in the Agreement, IBM's support does not cover: 1. Machine installation, engineering change activity, or preventive maintenance; 2. correction of date related errors. IBM will make the final determination of whether a date related error is the source of the problem; 3. service of microcode or firmware; or 4. service of features, parts, or devices not supplied by either a) the Machine's original manufacturer or b) IBM during the performance of this Service. Upon written notice, IBM may terminate coverage for an Eligible non-IBM Machine due to lack of available repair parts or lack of original manufacturer technical support. Eligible non-IBM Machines must meet IBM's safety and serviceability requirements. IBM reserves the right to inspect a Machine within one month from the start of Sen/ice. Ifthe Machine is not in an acceptable condition for Service, IBM will notify you and terminate coverage forthe inspected machine. You agree to provide IBM one month's written notice prior to terminating coverage for a Machine being permanently removed from productive use within your Enterprise. You will receive a prorated credit for any remaining prepaid period associated with the terminated coverage unless indicated othenwise in the transaction document. IBM Software Maintenance IBM will provide software maintenance support, as described below, for those Eligible Programs for which you are licensed and for which you order this Service. General: 1. IBM makes available to you the most current commercially available version, release or update to all of the Eligible Programs for which you acquire support under this Service, should any be made available. Information on ordering versions, releases or updates can be found at http://www-05.ibm.com/servers/eserver/ess/OpenServlet.wss, and selecting the Entitled Software Update ("ESU") screen tab. 2. IBM provides you with assistance for your a) routine, short duration installation and usage (how-to) questions and b) code defect related questions. 3. IBM provides assistance via telephone and, if available, electronic access, only to your Information Systems ("IS") technical support personnel during normal business hours (normal business hours are 8:00 a.m. to 5:00 p.m. in the local time zone where you receive this Sen/ice, Monday through Friday, excluding national holidays). This assistance is not available to your end users. IBM provides Severity 1 assistance 24 hours a day, every day of the year. Consult the IBM Software Support Guide, which may be found at http://www14. software, ibm .com/webapp/set2/sas/f/handbook/home. html for details. A 24x7 (every day of the year) all severity option is available for an extra charge.* During normal business hours, IBM's response time objective is two hours for voice and electronic problem submissions. For voice problem submissions during other than normal business hours, IBM's response time objective for critical problems (Severity 1) is two hours and if available and you select the 24x7 all severity option, four hours for non-critical problems. For electronic problem submissions during other than normal business hours, IBM's response time objective is within two hours ofthe start of normal business hours on the next business day. IBM's initial response (either voice or electronic) may result in resolution of your problem or it will form the basis for determining what additional actions may be required to achieve technical resolution of your problem. IBM is not responsible for delays in electronic response delivery caused by systems and network problems. 4. In some instances, IBM may request that you allow it to remotely access your system to assist you in isolating the software problem cause. You will remain responsible for adequately protecting your system and all data contained therein whenever we remotely access it with your permission. If you decline providing remote access to your system by IBM, IBM may be limited in its ability to fully provide the Services necessary to resolve the problem and if IBM is unable to do so, IBM wili notify you and close out the service call. 5. This Service does not include assistance for a) the design and development of applications, b) your use of Eligible Programs in other than their specified operating environment, or c) failures caused by products for which IBM is not responsible under this Service. 6. This Service is provided solely for servers that are located within the United States. For calls that originate from outside of the United States: 1) toll free telephone access is not available, 2) "8:00 a.m. to 5:00 p.m. in the local time zone" is defined as the time zone where your designated Point of Contact resides, Monday through Friday (excluding national holidays), 3) replies or other return communication to the caller will be via a United States telephone number provided by you or electronic means only, 4) software "traps" or other tools that may be necessary to diagnose problems will be sent only to the United States server location, and 5) the diagnosis and repair of data encryption will be discussed only with personnel at the United States server location. 7. All support will be provided in the English language only. Eligible Programs: Licensed programs for which this Service is available are listed at: www.ibm.com/services/supline/products/ or may be obtained from your IBM representative. The listing of Eligible Programs contains the last date of service for each respective release of licensed programs. IBM will support only current releases. It is your responsibility to ensure that, when calling in for service, your software is current. Software Maintenance After License Fee: The Software Maintenance After License fee is a one time charge to resume Software Maintenance if you a) did not renew this Sen/ice prior to the end of the then current support period or b) terminated this Service. The new support period in such an instance begins on the date that IBM accepts your order. ^ Z125-7227-18 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/13 10:25 ARMCOOK) • Paqe 4 of 5 Optional Feature Support In addition to your purchase of IBM Maintenance for selected IBM products and/or Software Maintenance for your AIX Operating System and selected License Program Products, you may purchase IBM's Support via USA Citizens for software or Support via USA Citizens for hardware feature. This feature provides standard IBM remote hardware and software support delivered and managed exclusively by USA Citizens who are located in the continental United States. IBM Support via USA Citizens is available via voice support during prime shift only for software. Your hardware support will be 24x7. Each time you call IBM, this feature's process will be engaged only after you identify yourself as a Support via USA Citizens customer and IBM verifies your entitlement for this feature. Your hardware error data for analysis and call data will be managed by USA Citizens only. Machine Control Program Remote Support This remote support Service is provided only for Machine Control Programs. The term "Machine Control Program" ("MCP") means code delivered with an IBM Machine that executes below the external user interface (e.g. is implemented in a part of storage that is not addressable by user programs). IBM will provide you remote assistance (via telephone from IBM's support center or via electronic access) in response to your routine installation, configuration, and usage (how-to) questions pertaining to MCPs on your covered IBM Machines. This assistance is provided during normal business hours (8:00 a.m. to 5:00 p.m. in the local time zone where you receive the Service, Monday through Friday, excluding national holidays). For an additional charge*, you may upgrade your Service hours of coverage to 24 x 7. Remote Support does not include assistance for 1) the design and development of code, 2) your use of a MCP in otherthan its specified operating environment, 3) use on other than the specified machine, or 4) failures caused by products for which IBM is not responsible under this Service. This Service does not include on-site assistance at your location. This 1) Attachment, 2) its applicable Transaction Documents (e.g. Statements of Work, Change Authorizations and Schedules), and 3) the IBM Customer Agreement (or an equivalent agreement in effect between us) identified below ("Agreement") comprise the complete agreement regarding the Services described in this Attachment and its applicable Transaction Documents and replace any prior oral or written communications between you and IBM. Each party accepts the terms of this Attachment by signing this Attachment (or another document that incorporates it by reference) by hand or, where recognized by law, electronically. As used in this Attachment, "you" and "your" refer to the transaction contracting entity that is part ofthe Enterprise identified below. Agreed to: City of Carlsbad Name (type or print): Date: Enterprise number: Enterprise address: City of Carlsbad 1635 Faraday Ave Carisbad, CA 92008 Agreed to: International Business Machines Corporation By Authorized signature Matt Hall , Mayor December 17, 2013 Authorized signature Name (type or print): Date: Reference Agreement number: Attachment number: MAK10BT IBM address: IBM CORPORATION 7100 HIGHLAND PARKWAY SMYRNA. GA 30082 APPROVED AS TO FORM Z125-7227-18 10-2013 (MK076) contract AGBVJ8 (prepared 12/04/13 10:25 ARMCOOK) Pace 5 of 5 I:i^ifi: Statement of Worl< for ServiceElite Both of us agree to add the following Services as part of our ServiceElite contract. Support Line IBM will provide you remote assistance ("Service") with the operation of supported products and system environments. In addition, you may order certain optional features which are enhancements to this Service. These terms also apply for each of these optional features unless IBM specifies othenwise. Definitions Eligible Machines and Programs - are those software and hardware machines and programs eligible for this Service as identified at IBM's Internet address: www.ibm.com/services/supline/products/ Refer to the Support Line offering for Eligible Machines and Programs. Eligible Machines and Programs for servers are grouped by Operating System ("OS") and the server types on which the OS is installed. Eligible Machines and Programs for storage devices are grouped by IBM storage classification. Full Shift - is 24 hours a day, seven days a week, including national holidays. Non-United States based customer representatives - are all customer personnel who do not reside in the United States ("U.S.") placing calls to the IBM support structure. Off Shift - is all hours outside of Prime Shift. Primary Technical Contact ("PTC") - is your U.S. based representative to whom IBM may direct general technical information pertaining to the Service. The PTC must have sufficient technical knowledge of the Eligible Machines and Programs within your environment in order to enable effective communication with the IBM support center. Prime Shift - is 8:00 a.m. to 5:00 p.m. in the local time zone where you receive the Service, Monday through Friday (excluding national holidays). Response Time - is the elapsed time between receipt by IBM technical support of your submission, and the acknowledgement ofthe submission. Please refer to the IBM Software Support Handbook for call handling process by severity at: http://www-304.ibm.eom/support/customercare/sas/f/handbook/home.html Server Location - is the physical location of the Eligible Machines supported under this Service. All eligible Machines must by physically located within the U.S. IBM Responsibilities This assistance is not available to your end users. IBM will provide you remote assistance (via telephone from IBM's support center or via an electronic search and questioning capability) in response to your requests pertaining to the following: For all Eligible Machines and Programs in your covered support groups: 1. basic, short duration installation, usage, and configuration questions; and 2. questions regarding IBM Supported Product publications. For all IBM software Eligible Programs in your covered support groups: 1. code-related problem questions; 2. diagnostic information review to assist in isolation of a problem cause (for example, assistance interpreting traces and dumps for installation and code related problems); and 3. for known defects, available corrective service information and program fixes which you are entitled to receive under the terms of the IBM license. When you report a problem with covered Eligible Machine or Programs, IBM will provide a primary point of contact for all support requests. IBM will assist you by providing level 1 and level 2 support, which includes assistance for installation, usage and configuration questions and provide general guidance on product documentation. IBM will also assist with isolating the problem cause and provide you recovery information, if available, from the vendor. For known defects, IBM will provide corrective service information and program fixes, if available and IBM is authorized to provide to you. If a new (unknown) defect is identified, IBM will report it to the appropriate vendor and notify you of our actions. At this point IBM will consider its support requirement fulfilled since resolution of these defects is the responsibility of the vendor. For the Linux support groups, IBM may make available new fixes to the Red Hat and SUSE Enterprise releases ofthe Linux operating system open source components for IBM supported Linux distributions. IBM may make available emergency source code fixes as new defects are reported. IBM is not a Linux distributor and does not distribute patches, maintenance updates or refreshes. You must receive maintenance updates and refreshes directly from the Linux distributor under the terms of their license. IBM will make these new source code fixes available to the Linux distributor and the open source maintainor for inclusion and distribution as errata updates and patches. IBM will support and maintain these new source code fixes until such time that the Linux distributor or open source maintainor incorporates them or develops an alternate fix and distributes as errata update or patch. At such point IBM will consider its support requirement fulfilled. This Service is solely for servers that are located within the U.S. For calls that originate from outside of the U.S.: 1) toll free telephone access is not available, 2) "8:00 a.m. to 5:00 p.m. in the local time zone" is defined as the time zone where your designated U.S. based PTC resides, Monday through Friday (excluding national holidays), 3) replies or other return communication to the caller will be via electronic means only, 4) software "traps" or other tools that may be necessary to diagnose problems will be sent onty to the U.S. Server Location, 5) the diagnosis and repair of data encryption will be discussed only with personnel at the U.S. Server Location and 6) all support will be provided in the English language. Optionai Feature Support In addition to IBM Support Line for storage only, you may purchase IBM's Support via USA Citizens feature, which provides standard IBM software support managed exclusively by USA Citizens who are located in the continental U.S. IBM Support via USA Citizens is available via voice support only. Each time you call IBM, this feature's process will be engaged only after you identify yourself as a Support via USA Citizens customer and IBM verifies your entitlement for this feature. Response Criteria IBM provides Severity 1 assistance 24 hours a day, every day of the year. A 24x7 (every day of the year) all severity option is available for an extra charge.* During Prime Shift, IBM's response time objective is two hours for voice and electronic problem submissions. For voice problem submissions during other than Prime Shift hours, IBM's response time objective for (Severity 1) is two hours and if available, and you select the 24x7 all severity option, four hours for non-critical problems. For electronic problem submissions during other than Prime Shift, IBM's response time objective is within two hours of the start of Prime Shift on the next business day. IBM's initial response (either voice or electronic) may result in resolution of your problem or it will form the basis for determining what additional actions may be required to achieve technical resolution of your problem. IBM is not responsible for delays in electronic response delivery caused by systems and network problems. ^ ^ Zl 25-7228-17 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/13 10:25 ARMCOOK) / Print Control Number 01 Panft 1 of 4 Your Responsibilities You agree to: 1. ' ensure you are properly licensed to all software and have a current subscription (where required) for the Eligible Programs for which you request assistance; 2. retrieve and review the latest Eligible Machines and Programs on a regular basis to verify whether there have been any additions or deletions within your covered support groups; 3. ensure that any access codes IBM provides to you are used only by your authorized personnel; 4. designate a technically qualified representative ("Primary Technical Contact") who will be your focal point to whom IBM may direct general technical information pertaining to your Eligible Machines and Programs; 5. provide IBM with all relevant and available diagnostic information (including product or system information) pertaining to software problems you request assistance with; 6. if necessary, provide IBM with appropriate remote access to your system to assist you in isolating the software problem cause. You will remain responsible for adequately protecting your system and all data contained therein whenever IBM remotely accesses it with your permission. If you decline providing remote access to your system by IBM, IBM may be limited in its ability to fully provide the Sen/ices necessary to resolve the problem and if IBM is unable to do so, IBM will notify you and close out the service call; and 7. provide IBM with written notice of changes to your machine inventory within one month after the change occurs. Such changes may cause a revision to your charges for this Service. (Note: This responsibility does not apply for Enterprise Support.) Enterprise Support O'his section applies oniy for sales through IBM.) If you select Enterprise Support you will receive Support Line Service coverage, as described above, for all Eligible Machines and Programs that are part of your business systems environment. You agree to provide IBM an initial inventory of your Eligible Machines and Programs, including the machines on which they are installed, and inform IBM of inventory changes (additions/removals) prior to each yearly anniversary of the start of the transaction contract period. Your Eligible Machines and Programs install base at the start of each contract year will be used to determine charges for that year. Linux Product Subscription Option For Eligible Programs in the Linux support group, you may also order this subscription option as an added Support Line feature. Under this feature, IBM will assist you in the ordering and receipt of eligible Linux subscription products. You will identify a subscription coordinator who will be the focal point for all your Linux supplier-licensed subscription product orders and deliveries under this Support Line feature. The Linux supplier-licensed software is directly distributed and licensed to you by the Linux supplier under the terms and conditions of the supplier's end user license agreement ("EULA"). While IBM may have placed the order with the supplier for the supplier-licensed software on your behalf, as a convenience for you, you acknowledge and understand that IBM is neither a party to the EULA nor a distributor, licensor, or reseller of the'Linux supplier-licensed software. While the Linux supplier may provide you with certain warranties, representations, or indemnities under the EULA, IBM is not providing, whether express or implied, any warranty, representation, indemnity, or other license with respect to the Linux supplier-licensed software and is merely providing services under this agreement on your behalf at your request. Without limiting the generality of the foregoing, IBM is providing no indemnity for any claim or alleged claim that all or any portion of the Linux supplier-licensed software may infringe a third party's intellectual property right. Termination You may terminate Support Line for any support group or any optional feature on one month's written notice to IBM after it has been contracted for at least one year. However, you may not terminate Support Line if you have elected to continue feature support. IBM may withdraw Service for a support group on the Eligible Machines and Programs list on three months' written notice to you. Other changes to the Eligible Machines and Programs list (for example, addition of new products or deletion of products at their end of currency date) will be posted to the list at www.ibm.com/services/supline/products/ as they occur. If IBM withdraws or either of us terminate a Support Line service or any optional feature as provided herein, and it is a service or feature for which you have prepaid and IBM has not yet fully provided to you, upon your request you will be provided a prorated credit.* This will apply if IBM withdraws support for an entire support group but not if IBM simply withdraws support for individual products. For the Linux Product Subscription Option, termination by you is not subject to prorated refund or credit for the prepaid charges. IBM Software Support Services - Account Advocate IBM Software Support Sen/ices - Account Advocate (hereinafter referred to as "AA" or "Sen/ice") support comprises of three Enhanced Service Modules: Priority Access, Priority Response, and Priority Handling, that will provide you with premium remote voice and electronic entry into and handling within IBM's product support structure. A prerequisite under AA is a valid hardware and software base technical support services contract on all Eligible Machines and Programs for which you select AA coverage. Unless changed in this service description, the provisions of all other hardware and software contracts remain in effect This specific AA service is based on your Eligible Machine and Programs Location. Definitions Account Advocate - is a member of the Priority Support Team that is responsible for ensuring the provision of all aspects of the AA Service. Eligible Machines and Programs - are those IBM software and hardware products eligible under AA as identified at IBM's Internet address at: www.ibm.com/services/supline/products/, refer to the Enhanced Technical Support Service for Eligible Machines and Programs. Eligible Machines and Programs for servers are grouped by Operating System ("OS") and the server types on which the OS is installed; Eligible Machines and Programs for storage devices are grouped by IBM storage classification. Eligible Machines and Programs Location - is the physical location of the Eligible Machines and Programs supported under this Service All Eligible Machines and Programs must be physically located within the United States ("U.S."). Enhanced Services Modules - is collectively Priority Access, Priority Response and Priority Handling. Full Shift - is all hours inclusive of Prime Shift and Off Shift Off Shift - is all hours outside of Prime Shift. Primary Technical Contact ("PTC") - is your U.S. representative to whom IBM may direct general technical information pertaining to the Service. The PTC must have sufficient technical knowledge of Eligible Machines and Programs within your environment in order to enable effective communication with IBM's support center. Prime Shift - is 8:00 a.m. to 5:00 p.m. in the local time zone where your designated PTC is physically located, Monday through Friday (excluding national holidays). Priority Access - is a set of services described under the heading of "Priority Access" below. It is the process by which you report problems to the Priority Support Team relating to your Eligible Machines and Programs and other associated IBM products. Priority Handling - is a set of services described under the heading of "Priority Handling" below, ft is for those covered Eligible Machines and Programs, the process by which the Priority Support Team will engage and coordinate all the appropriate resources to resolve your reported problems. Priority Response - is a set of services described under the heading of "Priority Response" below which outlines the Response Time objectives included under this AA Service. ^, <^ ^ Zl 25-7228-17 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/13 10:25 ARMCOOK) / Print Control Number 01 Paoe 2 of 4 Priority Support Team ("PST") - is the group of Account Advocates who are responsible for activities set out in the Priority Access, Priority Response, and Priority Handling sections of this Service description. Response Time - is the elapsed time between receipt by the PST of a problem submission, and the acknowledgement of the submission. IBM's initial response may result in technical resolution of your problem or it may form the basis for determining what addrtional actions are required. IBM Responsibilities Account Advocate Service Modules For calls that originate from outside of the U.S.: 1) toll free telephone access is not available, 2) "8:00 a.m. to 5:00 p.m. in the local time zone" is defined as the time zone where your designated point of contact resides, Monday through Friday (excluding national holidays), 3) replies or other return communication to the caller will be via electronic means or a U.S. telephone number provided by you, 4) software "traps" or other tools that may be necessary to diagnose problems will be sent only to the U.S. Eligible Machines and Programs Location, 5) the diagnosis and repair of data encryption will be discussed only with personnel atthe U.S. Eligible Machines and Programs Location, and (6) all support will be provided in the English language only. Priority Access IBM will provide you with direct access to a team of skilled resources known as the Priority Support Team ("PST") who will provide an initial point of contact for your problem submissions related to your Eligible Machines and Programs and other IBM products associated with servers and storage devices for which you have purchased support under this Service. You may submit problem management records (via remote voice or electronic problem reporting). Your remote voice response support is achieved using your Direct Access Code ("DAC") when you submit a problem. Priority Response Your problem submissions to the PST for Eligible Machines and Programs will receive enhanced Response Times objectives as detailed below if reported to IBM using your DAC. These Response Times detail how quickly the PST will respond based on the Severity ofthe problem and the time that you report it. Response Times for Off Shift problem submissions are only valid if you have contracted for coverage during Off Shift under the AA services. For telephone assistance: • All Severity Calls - 30 minutes Response Time during Prime Shift and 30 minutes during Off Shift. Sev 1 Calls are defined as a system down situation. You are unable to use the product which has a critical impact on operations. No backup is available. Sev 2 Calls are defined as you are able to use the product, but operations are severely restricted by the problem. Sev 3 Calls are defined as you are unable to use the product wrth some restrictions on the function that is available. These restrictions do have an impact on overall operation. Sev 4 Calls are defined as problems that cause little or no impact to the operations. A way to circumvent the problem has been found. For electronic assistance: All Sev levels - Two hour Response Time for submissions received during Prime Shift. For submissions received during Off Shift, Response Time is within two hours after the start of Prime Shift on the next business day. IBM is not responsible for delays caused by systems and network problems. Priority Handling The PST will provide Priority Handling of your reported problems related to Eligible Machines and Programs for which you have contracted this AA Service. The PST will, for Eligible Programs: 1. perform initial problem determination and problem source identification and will attempt to resolve the reported issue directly; 2. take their next action based on the identified source of the reported problem, if the PST is unable to resolve the issue directly; 3. engage the appropriate specialist support resources when required; 4. monitor the progress of your problem submissions for Eligible Machines and Programs; 5. coordinate service resources as necessary; 6. ensure provision of follow-up status that is appropriate to the severity level assigned to the submitted problem. This includes invoking IBM's predefined escalation guidelines until the problem is resolved. Target status update intervals are as follows: Sev 1: Follow up with the customer every four hours, or as mutually agreed. Sev 2: Follow up with the customer (during Prime Shift) daily or as mutually agreed. Sev 3 and Sev 4: Follow up with the customer (during Prime Shift) when progress has been made; and 7. act as an escalation focal point when requested for problem submission submrtted through your DAC. The PST will, for hardware Issues on Eligible Machines and non-eligible IBM Programs running on an Eligible Machine: 1. validate your entrtlement for hardware and software that is not part of the operating system. If a technical support base hardware or software contract entitlement can not be found, the PST will advise you that you need to engage your sales resource; 2. engage the appropriate specialist team on your behalf and transfer ownership of the problem and any data already collected to that specialist support team; 3. ensure the specialist support team will provide continued support based on the terms and conditions of your technical support base hardware or software support contracts for the products; 4. advise you when the transfer is complete; and 5. act as an escalation focal point when requested for problem submission submitted using your DAC. Account Advocate IBM will provide an Account Advocate who is a member of the PST who will work with your designated Primary Technical Contact ("PTC") to establish and maintain a framework for technical communications and support activrties for your Eligible Machines and Programs. The Account Advocate will: 1. create an Operational Support Plan; 2. review the Operational Support Plan, and any other applicable documentation as part of the welcome call, which consists of: a. reviewing your Eligible Machines and Programs under the Service; b. reviewing the primary escalation path for your Eligible Machines and Programs; and G. scheduling quarterly conference calls to review service status of your AA Service with your designated PTC. Your Responsibilities You agree to: 1. maintain, for the duration of this Service, the appropriate technical support base hardware and software support contracts (including coverage hours) for all Eligible Machines and Programs to be covered by this Service. If you terminate any of your technical support base hardware and software support contracts (or change the coverage hours), your AA Service may no longer be valid for affected Eligible Machines and Programs; 2. ensure you are properly licensed for all Eligible Machines and Programs for which you request this Service; "^A Zl 25-7228-17 10-2013 (MK076) contract AGBVJ8 (oreoared 12/04/13 10:25 ARMCOOK) / Print Control Number 01 PAHP nf A 3. designate a U.S. based PTC who will be the focal point for all communication with IBM's Account Advocate relative to this Service and who will have the authority to act on your behalf in matters regarding this Service. Your PTC will: ' a. participate in the Account Advocate welcome call; b. inform IBM of any hardware or software changes to your Eligible Machines and Programs within 30 days of the change occurring Failure to provide timely updates may result in Service delays or lack of coverage; and c. provide IBM with all relevant and available diagnostic information (including product or system information), decisions and approvals pertaining to problems with Eligible Machines and Programs for which you request assistance wrthin three business days of IBM's request unless both parties mutually agree to an extended response time. 4. utilize the established Account Advocate procedures for problem submissions, as detailed in the Operational Support Plan, for all AA service requests You may submit problem requests using the procedures based on your prerequisite technical base hardware and/or software support contracts If you do so, the Priorrty Access, Priority Handling and Priority Response Time objectives under AA will not apply to such problem submissions- 5. ensure the appropriate personnel for activities, described in this Service, are made available by your organization. This includes your being able to help resolve issues via escalation wrthin your organization; and 6. review on a regular basis, the product listings at www.ibm.com/sen/ices/supline/products/ to determine whether there have been any additions or deletions (for example, products removed at their end of currency date) that may impact the product support you are receiving under this Service Any questions regarding such changes should be directed to your Account Advocate. Termination You may terminate this Sen/ice on one month written notice to IBM after the initial contract year. Termination of this Service does not terminate or modify any of your prerequisite technical base hardware and/or software support contracts. Reports IBM grants you an irrevocable, nonexclusive, woridwide paid up license to use, execute, reproduce, display, perform and distribute wrthin your Enterprise only copies of the Operational Support Plan, and other reports ("Materials") that will be delivered under this Statement of Work. IBM or its suppliers will own all nght, trtle and interest including ownership of the copyright in the Materials. All of your pre-existing materials remain your sole property This 1) Statement of Work, 2) rts applicable Transaction Documents (e.g. Attachments, Schedules, and Change Authorizations), and 3) the IBM Customer Agreement (or an equivalent agreement in effect between us) comprise the complete agreement regarding the Sen/ices described in this Statement of Work and its applicable Transaction Documents and replace any prior oral or written communications between you and IBM. Each party accepts the terms of this Statement of Work by signing this Statement of Work by hand or, where recognized by law, electronically As used in this Statement of Work, "you" and "your" refer to the Enterprise identified below. Agreed to: City of Carlsbad Name (type or print): Date: Enterprise Number: Enterprise address: City of Carisbad 1635 Faraday Ave Carisbad, CA 92008 Authorized signature Matt Hall, Mayor December 17, 2013 Agreed to: International Business Machines Corporation By Authorized signature Name (type or print): Date: Reference Attachment number: MAK10BT Statement of Work number: AGBVJ8 IBM address: IBM CORPORATION 7100 HIGHLAND PARKWAY SMYRNA, GA 30082 APPROVED AS TO FORM Zl25-7228-17 10-2013 (MK076) contract AGBVJ8 (prepared 12/04/13 10:25 ARMCOOK) / Print Control Number 01 Panft 4 nf 4