Resolution No. 75680 11
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RESOLUTION NO. 7568
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON AUTHORIZING THE PURCHASING AGENT TO PURCHASE
FOR THE POLICE DEPARTMENT ANNUAL SOFTWARE SUPPORT
SERVICES FOR SOFTWARE OPERATING THE RECORDS
MANAGEMENT SYSTEM, THE COMPUTER AIDED DISPATCH
SYSTEM AND THE MOBILE COMPUTER TERMINALS SYSTEM AND
APPROVING AND AUTHORIZING THE EXECUTION OF A
CONTRACT BY AND BETWEEN THE CITY OF VERNON AND
HEWLETT-PACKARD CO., IN ACCORDANCE WITH SECTION
2.27(a) OF THE VERNON CITY CODE
WHEREAS, the hardware and software that operates the Mobile
Computer Terminals ("MCT"), the Records Management System ("RMS") and
the Computer Aided Dispatch System ("CAD") purchased for the Police
Department are Hewlett-Packard Co. products that were purchased
through Systems Technology Associates, Inc.; and
WHEREAS, the City of Vernon Police Department needs annual
software support services for the software that operates and
integrates the RMS, the CAD and the MCT; and
WHEREAS, the software support originally included with the
initial purchase expired on June 30, 2000; and
WHEREAS, the Hewlett-Packard Co. is the only supplier who can
provide the annual support services necessary to maintain the software
products operating the RMS, CAD and MCT; and
WHEREAS, Hewlett-Packard Co. has offered to provide the
annual support services for the period July 1, 2000 through June 30,
2001, for the sum of Thirty -Three Thousand Sixty -Nine Dollars and
Sixty Cents ($33,069.60), excluding taxes; and
WHEREAS, the Finance Committee on July 10, 2000, approved
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
July 5, 2000, that the City retain the services of Hewlett-Packard Co.
I for annual support services for the RMS, CAD and MCT in the Police
2 Department; and
3 WHEREAS, the City Council of the City of Vernon has
4 determined that, pursuant to the provisions of subsection (a) of
5 Section 2.27 of the Vernon City Code, it is in the public interest and
6 necessity to proceed with the purchase of the annual support services
7 necessary to maintain the software products operating the RMS, CAD and
8 MCT and to enter into a contract with Hewlett-Packard Co.
9 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
10 CITY OF VERNON AS FOLLOWS:
11 SECTION 1: The City Council of the City of Vernon hereby
12 finds and determines that the recitals contained hereinabove are true
13 and correct.
14 SECTION 2: The City Council of the City of Vernon hereby
15 approves the Support Services Contract, a copy of which is attached
16 hereto as Exhibit "A" and made a part hereof.
17 SECTION 3: The City Council of the City of Vernon hereby
18 authorizes the Mayor and the City Clerk to execute said Contract for,
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19 and on behalf of, the City of Vernon.
20 SECTION 4: The City Council of the City of Vernon hereby
21 directs the City Clerk, or his designee, to send a fully executed
22 Support Services Contract to:
23 Hewlett-Packard Company
24 Attn. Support Agreements Administrator
8000 Foothills Blvd., MS 5511
25 Roseville, CA 95747-5511
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 26th day of July, 2000.
ATTEE �T .
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALBfJRG, Mayfor
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STATE OF CALIFORNIA
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7568, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 26. 2000, and thereafter was duly signed by the Mayor of the City
of Vernon.
BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EXHIBIT A
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SUPPORT SERVICES CONTRACT
THIS CONTRACT is made, entered into and executed in duplicate originals, either copy
of which may be considered and used as the original hereof for all purposes, as of this _ day of July,
2000, in the City of Vernon, County of Los Angeles,
BY AND BETWEEN
AND
THE CITY OF VERNON (hereinafter
referred to as the "City")
4305 Santa Fe Avenue
Vernon, CA 90058
HEWLETT-PACKARD CO.
(hereinafter referred to as the "Hewlett-
Packard")
8000 Foothills Blvd., MS 5511
Roseville, California 95747-5511
WHEREAS, the City's Police Department needs annual software support services for
software that operates and integrates the Records Management System ("RMS"), the Computer Aided
Dispatch System ("CAD"), and the Mobile Computer Terminals System ("MCT"); and
WHEREAS, the hardware and software that operates the RMS, CAD and MCT are
Hewlett-Packard products that were purchased through Systems Technology Associates, Inc; and
WHEREAS, the software support originally included with the initial purchase expired
June 30, 2000; and
WHEREAS Hewlett-Packard prepared a Proposal No. 57404810, Support Identifier
M10413033, dated June 26, 2000 (hereinafter the "Proposal"), a copy of which is attached hereto as
Exhibit "A" and made a part hereof, that identified the support services to be provided from July 1, 2000
through June 30, 2001; and ,
WHEREAS, Hewlett-Packard has advised the City that it can provide the necessary
support services for the RMS, CAD and MCT as provided for in the Proposal; and
WHEREAS, the City desires to enter into an agreement with Hewlett-Packard to provide
for the annual support services necessary to maintain the software products operating the RMS, CAD
.and MCT as contained in the Proposal.
I NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
2 FORTH HEREIN:
3 1. Purchase. Hewlett-Packard agrees to provide support service for the software
4 products operating the City's RMS, CAD and MCT as set forth in the Proposal attached as Exhibit "A."
5 2. Price. Consistent with its Proposal, Hewlett-Packard agrees to provide support
6 service for the software products for the period July 1, 2000 through June 30, 2001, for the sum of
7 Thirty -Three Thousand Sixty -Nine Dollars and Sixty Cents ($33,069.60), excluding taxes. .
8 3. Payment Terms. The City agrees to pay Hewlett-Packard the sum of Two
9 Thousand Seven Hundred Fifty -Five Dollars and Eighty Cents ($2,755.80) per month for the period July
10 1, 2000 through June 36, 20001, under Option 2 of its billing authorization --providing purchase orders
11 for the coverage dates specified in the Proposal. Said purchase order shall reference Proposal No.
12 57404810 and Support Identifier No. M 10413033.
13 4. Confidential Information.
14 A. Access to Confidential Information. The City may provide Hewlett-
15 Packard with, or allow Hewlett-Packard access to, certain information not available to the public
16 concerning, but not limited to the City, or businesses located in the City. The information may include,
17 but is not limited to, company information, taxes, sales, value of assets, utility usage, the Policy, or other
18 such information. All such information shall be known as "Confidential Information" and may not be
19 used to circumvent the responsibility of either party to this Contract.
20 B. No Disclosure. Except as expressly permitted, Hewlett-Packard shall
21 not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other
22 means, any part of such Confidential Information to any other person or entity, whether corporate,
23 governmental, or individual, without the express prior written consent of 3n authorized representative of
24 the City. Hewlett-Packard shall return any written Confidential Information, and all copies made of
25 such items, to the City upon the City's written request, but in any event not later than the date that
26 Hewlett-Packard has performed all services to be performed pursuant to this Contract. Hewlett-Packard
27 hereby agrees that such Confidential Information and any documents provided may be used by Hewlett-
28 Packard only as authorized by the City. Hewlett-Packard shall take reasonable measures to avoid any
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I disclosure of any such Confidential Information to any unauthorized person.
2 C. Court Ordered Disclosure. Hewlett-Packard shall immediately notify
3 the City of any court order or subpoena requiring disclosure of Confidential Information, and shall
4 cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may
5 only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after
6 legal counsel has exhausted any lawful and timely appeal or challenge.
7 D. Remedies. In addition to any other remedies that it may have at law or
8 in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent
9 jurisdiction against any breach or threatened breach of the Confidential Information provisions of this
10 Contract. Hewlett-Packard acknowledges that in case of such breach or threatened breach of said
11 provisions, the City would have no adequate remedy at law.
12 5. Warranties. Hewlett-Packard shall provide warranties as specified in the
13 Proposal.
14 6. General Provisions.
15 A. Independent Contractor. At all times during the term of this Contract,
16 1 Hewlett-Packard shall bean independent contractor and shall not be an employee of the City. The City
17 shall have the right to control Hewlett-Packard only insofar as the results of Hewlett-Packard's services
18 rendered pursuant to this Contract; however, the City shall not have the right to control the means by
19 which Hewlett-Packard accomplishes services rendered pursuant to the Contract except to the extent
20 that such services involve the use of City property or Confidential Information.
21 B. Hewlett-Packard shall not be eligible for, nor claim any benefits under,
22 the Public Employee's Retirement System, State Unemployment Insurance, Disability Insurance,
23 Workers' Compensation Insurance, or other benefits through the City as sych benefits are commonly
24 conferred upon employees of the City; provided, however, that nothing contained herein shall be
25 deemed to affect any benefits which may have accrued to the Hewlett-Packard while employed by any
261 other public or private employer, whether prior to or after the effective date of this Contract.
27 C. Products of Consulting. All products of consulting services, including
28 1 but not limited to computer software, shall become the property of the City and shall be delivered to the
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I City before the end of the performance of this Contract. Basic notes and sketches, charts, computations
2 and other data shall be made available to City without restriction or limitation on their use.
3 D. Assignment and Subcontracting Prohibited. No party to this Contract
4 may assign or subcontract any right or obligation pursuant to this Contract except as provided for in the
5 Proposal or with the express written consent of the other party. Any other attempted or purported
6 assignment of any right or obligation pursuant to this Contract shall be void and of no effect.
7 E. Hewlett-Packard Not Agent. Except as the City may specify in writing,
S Hewlett-Packard shall have no authority, express or implied, to act on behalf of the City in any capacity
9 whatsoever as an agent. Hewlett-Packard shall have no authority, expressed or implied, pursuant to this
10 Contract to bind the City to any obligation whatsoever.
11 F. Governing Law. The laws of the State of California shall govern the
12 rights, obligations, duties and liability of the parties to this Contract and shall also govern the
13 interpretation of this Contract.
14 G. Indemnification. Hewlett-Packard shall indemnify, defend, protect and
15 hold the City and its officers, agents and employees, free and harmless from and against any and all
16 1 claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs
17 and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense
18 arising out of the services performed under this Contract, except to the extent arising from or caused by
19 the sole negligence or willful misconduct of the City, its officers, agents or -employees.
20 H. Comprehensive General and Automobile Insurance. Hewlett-Packard
21 agrees to provide insurance in the amounts and forms specified in Exhibit "B," which is attached hereto
22 and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor
23 used in the performance of this Contract. Hewlett-Packard shall submit to the City documentation
24 indicating compliance with these minimum requirements no less than one (1) day prior to the beginning
25 of performance under this Contract. Hewlett-Packard shall not commence performance of its services
26 under this Contract until the above insurance has been obtained and proof of insurance has been filed
27 with and approved by the City.
28 I. Notices. Notices to the parties, unless otherwise requested in writing,
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shall be sent to:
City: THE CITY OF VERNON
ATTN: DOLORES FONSECA, PURCHASING
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
Hewlett-Packard: HEWLETT-PACKARD CO
ATTN: MIKE RICHARDS, SUPPORT AGREEMENT SPECIALIST
8000 FOOTHILLS BLVD. MS 5511
ROSEVILLE, CA 95747-5511
7. Entire Agreement. This Contract is the entire agreement of the parties,
Hewlett-Packard represents that in entering into this Contract, it has not relied on any previous
representations or understandings of any kind or nature.
8. Benefit of Agreement. This Contract shall bind and benefit the parties hereto
and their heirs, successors, and permitted assigns.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and
through their authorized officers on the date, month and year first written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
By:
Title:
By:
Title:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
HEWLETT-PACKARD CO.
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EXHIBIT A
JUN-26-2000 MON 05:10 PM FAX NO, P. 03
Mike Richards
HEWLETT-PACKARD CO
8000 Foothills Blvd MS 5511
Roseville CA 95747-5511
1-800-743-8308 x53645 FAX 1-800-453-5286
CAPT BENUDIZ
CITY OF 'VERNON
4305 SANTA FEE AVE
VERNON CA 90058
Support Identifier: MI0413033
Proposal Number; 57404810
Dear CAPT BENUDIZ
June 26, 2000
10 HEWLETT
PACKARD
Enclosed you will find a Hewlett-Packard support service proposal for your products.
Review the services, support items, coverage dates, addresses, and company contacts for
accuracy. Please advise HP of any changes prior to submitting your purchase order.
Prices will remain valid for 90-days.
To order support services detailed in this package, please return billing authorization
by choosing one of the following convenient options. All orders are processed
according to HP's Terms and Conditions of Sale and Service.
Option 1; Provide an open-ended purchase order. An open-ended purchase order
allows HP to add products to your agreement as necessary, as well as renew your support
from year to year. Cancellation of the support service agreement requires a 30-day
written notice.
�fiola Provide a purchase order for the coverage dates specified in the enclosed
referenced proposal.
pt 3 Sign and return the attached Purchase Order Exception Method (POEM) form.
Purchase orders must reference the proposal number and the support identifier.
Applicable tax will be added to all products. If your organization is tax-exempt,
please send a copy of the tax exemption certificate.
Hewlett-Packard values your business and looks forward to providing you with continued
support. If you have any questions or require further assistance, please contact your
Support Agreement Specialist at 1-800-743-8308 x53645 FAX 1-800-453-5286,
Sincerely,
Mike Richards
Support Agreement Specialist
06/26/00 MON 17:06 [T%/RX NO 74291 IM003
JUN-26-2000 MON 05:10 PM FAX NO. P. 04
HEWLETT
PACKAgQ
Purchase Order Exception Method (POEM)
The Purchase Order Exception Method (POEM) may be used to order Hewlett-Packard Company
(HP) Support Services if a purchase order is not required to authorize service delivery
and remit payment.
(1) Customer Information
Company Name Equipment Location Address
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
(2) Contract Information
[ ] Check herd if you are requesting REVISIONS to the attached proposal.
Please note that changes may result in a price adjustment.
[ ] Check here if HP may invoice you for changes you request during the coverage
period without further authorization.
[ ] Check here if your authorization is open-ended, Open-ended means your support
will continue year to year unless you cancel with 30 days written notice.
Support identifier: MI0413033
Proposal Number: 57404810
Coverage Period: 07/01/00 - 06/30/01
(3) Tax Information
( ] Taxable [ ] Tax Exempt Exemption #
(4) Payment Method (Attach copy of exemption certificate.)
Do not enclose Payment. Please select one of the following:
Please bill me: [ a Annually j Quarterly (total annual amount must exceed $500)
[ ] Semi -Annually [) Monthly (total annual amount must exceed $500)
Charge the annual amount to my credit card.
Chuck one: [ ] Visa [ ] Mastercard [ ] American Express
Card Number Exp.Date Authorized Signature Cardholder Name (Type/Print)
(5) Service Authorization and Tetzns and Conditions
Customer's signature on this form constitutes authorization for HP to invoice customer
for the referenced support identifier. Services are subject to HP Terms and Conditions
of Sala and Service, Exhibit E16, and HP System Support, Exhibit S. Cancellation
requires 30 days written notice. Payment is due 30 days from HP's invoice date.
Authorizui Signature
Printed Name
Title
Purchase Order Number (Optional)
Invoice -To Address (if different from
Equipment Location)
Phone/Fax
Data E-mail Address
(6) Completed form should be returned to.
HBWLETT-pACKARD CO
8000 Foothills Blvd MS 5511 Mike Riehards
Roseville CA 95747 5511 1-800-743-8308 x53645 FAX 1-800-453-5286
06/26/00 MON 17:06 [T%/R% NO 74291 Q 004
JUN-26-2000 MON 05:09 PM FAX NO. P. 02
QUOTATION FOR SUPPORT SERVICES
PACKAGE SUMMARY
CITY OF VERNON
1. 57404810
HEWL-LTT
PACKARD
$ 33,069.60
Total Support Price $ 33,069.60
NOTE:
All quoted prices are valid for 90 days from June 26, 2000
Total Support Price includes all discounts.
Please see the Summary of Charges page for the expected billing by invoice period.
Prices exclude taxes. Applicable taxes will be added to the inivoice.
Subject to Hewlett-Packard Company (HP) Terms and Conditions of Sales and Service Exhibit E16.
PLEASE READ THE ENCLOSED HP YEAR 2000 SUPPORT SERVICES INFORMATION SHEET FOR
IMPORTANT INFORMATION REGARDING HP SUPPORT AND THE YEAR 2000,
Please direct questions about your agreement to your Support Agreements Administrator:
Mike Richf rds
HEWLLTT-PACKARD CO
8000 Foothills Blvd MS 5511
Roseville CA 95747-5511
1-806-743-8308 x53645 F,AX 1-800-453-5286
Please reference the Support Agreement Number on any correspondence or inquiry. June 26, 2000
06/26/00 NON 17:06 iT%/R% NO 74201 Q 002
JUN-26-2000 MON 05:10 PM
FAX NO. P. p5
QUIDTATZON FOR SUPPORT SERVICES
SUPPORT IDENTIFIER: MI0413033
SUPPORT AGREEMENT NuMEIER:
PROPOSAL NUMBER: 57404810
Equipment Location
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 9005E
Hardware System Contact
DOLORES FONSECA
(323) 583-8811
10 HEWLETT
IaACKARD
AGREEMENT START DATE: 07/01/00
END DATE: 06/30/01
Comments
FOR SERVICE PLEASE CALL 1-800-633-3600
CUSTOMER CONTACT INFORMATION
Please; verify names; addresses and with any changes. telephone numbers. Contact your Hewlett-Packard Support Agreements Administrator
SuPI3ort Agreement Contact
CAPT BENUDIZ W
(323) 587-5171
CITY OF VERNON
4305 SANTA FTi AVE
VERNON CA 90058
Software System Manager
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Sup1port Materials Shio-To
CITY OF VERNON
4305 SANTA VE AVE
VERNON CA 90058
RESPONSE CENTER CALLERS
Software Support Primary Caller:
Alternate Caller: N/A
After Hours Caller;
t ) -
N/A
For HP lntemal Use Only: 0008042399S
Support Order Number: Agreement 1
Page 1
June 26, 2000
06/126/00 MON 17:06 [TX/RX NO 74291 0 005
JUN-26-2000 MON 05:10 PM FAX NO. , P. 06
QUOTATION FOR SY.JPpopT SERVICES � HCWLETT'
PACKARD
SUPPORT IDENTIFIER: MI0413033 AGREEMENT START DATE: 07/01/00
SUPPORT AGREEMENT NUMBER;
• END DATE: 06/30/01
PROPOSAL NUMBER
• 57404810
SUPPORT SERVICES SUMMARY
Product Number Description —
QtY List Price
Hardware Support Declined 1 $ 36, 744.00
PSS for PC Servers 1
24065 Phone-in SW assist oligible prods 1
ASE on -site day 5
Promotional Credit -3 674.40
Total Quotation Price $ 33,069.60
NOTE:
Please see the Summary of Charges page for the expected billing by invoice period.
All quoted prices are valid for 90 days from June 26, 2000
Subject to Hewlett-Packard Company (HP) Terms and Conditions of Sale and Service Exhibit E16,
and IIP System Support Exhibit 5.
PLEASE READ THE ENCLOSED HP YEAR 2000 SUPPORT SERVICES IN>♦ORMATION SIIIa✓ET FOR
IMPORTANT INFORMATION REGARDING HP SUPPORT AND THE YEAR 2000.
For HP bacma! Use O,ly: OOAR0423495
Support Order Number:
Agreement 1
Page 2
June3 26, 2000
06/26/00 RON 17:06 1T%/R% NO 74291 9 006
JUN-26-2000 MON 05,10 PM
r i
1 / FAX NO.
P. 07
QUOTArUON FOR* SUPPORT SERVICES
SUPPORT IDENTIFIER: MI0413033
SUPPORT ACrREEMPNT NUMBER:
PROPOSAL NUMBER: 57404810
VHEWLE'TT
P,A►C* KAn* o
AGREEMENT START DATE: 07/01/00
END DATE: 06/30/01
SOFTWARE SUPPORT SERVICES
Software Software
Product Description -Qt-y Product Number
MV Operating System support, unlimited 6 H9071AA
MV Extended Apps Support, unlimited 6 H9073AA
MV Core Applications Support, unlimitoci 6 1.19072AA
Prooucc Supp
Number Qty _Type Product
Coverage
gins Ends
H9071AA MV Operating System Support, unlimited
6 H02 MV Operating System Support, unlimited 07/01/00 06/30/01
6 1424 MV Operating Systom, unlimited phone-in, 07/01/00 06/30/01
H9072AA MV Cora Applications Support, unlimited
6 1402 MV Coro Apps, Unlimited phone-in, 8*5 07/01/00 06/30/01
6 H24 MV Core Apps, unlimited phone-in, 24*7 U 07/01/00 06/30/01
Monthly Extended
Price Price
125.00 9,000.00
24.00_ 1,728.00
10.729.00
25.00 1,800.00
6.00 432.00
2,232.00
H9073AA MV Extended Apps Support, unlimited
6 H02 MV Ext. Apps, unlimited phone-in, 6*5 07/01/00 06/30/01
30.00 2,160.00
6 H24 MV Ext. Appa, Multivendor extended, unli 07/01/00 06/30/01 7.00 504.00
2,664.00
I H9081AA Basic Proactive Services
1 T00 Basic proactive SorVicea 07/01/00 06/30/01
I
For HP Inn-mst IT— n. i... fv--- ---
334.00 4,008,00
Continue ...
Supputt Order Number: Agreement i
Page 3
Juan 26, 2000
06/26/00 MON 17:06 [T%/R% NO 74291 @ 067
JUN-26-2000 MON 05:15 PM FAX NO. P. 08
I 1 1 E
Support Order Number: __ •,V Agreement 1
Page 4
June 26, 2000
06/26/00 MON 17:06 [TX/RX NO 74291 0 008
JUN-26-?000 MON 05:15 PM FAX NO. . P. 09
QUOTATION ,FOIL SUPPORT SERVICESIPHEWLETTIPACKARn
SUPPORT rDENTIFIER: MI0413033 AGREEMENT START DATE: 07/01/00
SUPPORT AGREEMENT NUMBER:
PROPOSAL NUMBER; 57404810 END DATE: 06/30/01
SUMMARY OF CYXAI2GES _
Note: These prices reflect additions, deletions, and warranties.
Coveraage Period
Prices by Invoice Period
07/01/00 - 07/31/00
2,755.80
08/01/00-08/31/00
2,755.80
09/01/00 - 09/30/00
2,755.80
10/01/00 - 10/31/00
2,755.80
11 /01 /00 - 11 /30/00
2,755.80
12/01/00 - 12/31/00
2,755.80
01/01/01 - 01/31/01
2,755.80
02/01/01 - 02/28/01
2,755.80
03/01/01 - 03/31/01
2,755.80
04/01/01 - 04/30/01
2,755.80
05/01/01 - 05/31/01
2,755.80
06/01/01 - 06/30/01
2,755.80
Total Quotation Price
$ 33,069.60
NOTE:
All quoted prices are valid for 90 days from June 26, 2000
Pries exclude takes. Applicable taxes wilt be added to the invoice.
Subject to Hewlett-Packard Company (HP) Terms and Conditions of Sale and Service Exhibit E16,
and HP System Support Exhibit 5.
Nor HP tntemal uae only: 0008042399E
Support Order Number:
Agreement 1
Page 5
June 26, 2000
06/26/00 NON 17:06 [TX/RX NO 74291 Q 009
HEWLETT•
PACKARD
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
HP's sale of Products and Support and HP's license of Software are governed by these HP Terms and
Conditions of Sale and Service.
1. DEFINITIONS
a) "Delivery" means standard HP shipping to and arrival at the receiving area at the "Ship To"
address in the country where Customer's order- is placed, unless otherwise indicated on the
quotation.
b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products
or Support.
c) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that
are determined by HP to be available from HP upon receipt of Customer's order. "Custom Products"
means Products modified, designed or manufactured to meet Customer requirements.
d) "Software" means one or more programs capable of operating on a controller, processor or other
hardware Product ("Device"). Software is either a separate Product, included with another Product
("Bundled Software"), or fixed in a Device and not removable in normal operation ("Firmware").
e) "Specifications" means specific technical information about HP Products which is published in HP
Product manuals and technical data sheets in effect on the date HP ships Customer's order.
f) "Support" means hardware maintenance and repair; Software updates and maintenance; training; and
other standard support services provided by HP. "Custom Support" means "any agreed non-standard
Support, including consulting and custom project services.
2. PRICES
a) Prices include Delivery charges, unless otherwise indicated on the quotation, and are valid for
the period indicated on the quotation or for the applicable purchase agreement ordering period,
whichever expires first. Prices remain valid for 180 days from the original order date unless
otherwise indicated on the quotation. Change orders that extend Delivery beyond those validity
periods become new orders at prices in effect when HP receives the change orders. Support prices,
except for Custom and prepaid Support, may be changed by HP upon 60 days written notice.
b) Prices are exclusive of, and Customer will pay, applicable sales, use, service, value added or
like taxes, unless Customer has provided HP with an appropriate exemption certificate for the
Delivery jurisdiction.
3. ORDERS
a) All orders are subject to acceptance by HP. Product orders must specify Delivery within 180 days
from order date, unless otherwise agreed or indicated on the quotation.
b) Customer will specify Ship To addresses within the country where the order is placed, unless
otherwise agreed.
c) Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge.
Customer will pay all charges for returning Products to HP's shipping location if Product orders
are cancelled after shipment.
4. DELIVERY
HP will make reasonable efforts to meet Customer's Delivery requirements. If HP is unable to meet
Customer's Delivery requirements, alternative arrangements may be agreed. In the absence of such
agreement, Customer's sole remedy is to cancel the order.
S. SHIPMENT AND RISK OF LOSS
HP.will ship according to HP's standard commercial practice, and risk of loss and damage will pass to
Customer at Ship To address. If special packing or shipping instructions are agreed, charges will be
billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to
Customer's carrier.
G. INSTALLATION AND ACCEPTANCE
a) Product installation information is available with Products, on quotations or upon request.
Installation by HP, when included in the purchase price, is complete when the Product passes HP's
installation and test procedures.
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Revision Date 22•nov-1999 Revision Number 6
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t
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
b) For Products with installation included in the purchase price, acceptance by Customer occurs upon
completion of installation by HP. For Products without installation included in the purchase
price, acceptance by Customer occurs upon Delivery, and will be presumed unless Customer
demonstrates within 14 days after Delivery that the Product does not pass HP's established test
procedures or programs.
c) If Customer schedules or delays installation by' HP more than 30 days after Delivery, Customer
acceptance of the Product(s) will occur on the 31st day after Delivery.
7. PAYMENT
a) Payment terms are subject to HP credit approval. Payment is due 30 days from HP's invoice date.
Invoices for contractual support services and maintenance will be issued in advance of the Support
period. HP may change credit or payment terms at any time when, in HP's opinion, Customer's
financial condition, previous payment record, or the nature of Customer's relationship with HP so
warrants.
b) HP may discontinue performance if Customer fails to pay any sum due, or fails to perform under
this or any other HP agreement if, after 10 days written notice, the failure has not been cured.
c) Title to hardware Products will pass upon the later of full payment or Delivery of Products.
8. WARRANTY
a) Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from HP will receive the standard warranty in the country of purchase. If
Customer moves such Products to another country where ,HP has Support presence, then Customer will
receive the destination country standard warranty.
c) Customer may receive a different warranty when the Product is purchased as part of a system. HP
reserves the right to change the warranty. Such changes will affect only new orders.
d) The.warranty period begins on the date of Delivery, or the date of installation if installed by
HP. If Customer schedules or delays installation by HP more than 30 days after Delivery, the
warranty period begins on the 31st day after Delivery.
e) If Customer transfers a Product to another user, warranty service is available to that user for
the remainder of the warranty period.
f) HP warrants- HP hardware Products against defects in materials and workmanship. HP further
warrants that HP hardware Products conform to Specifications. These warranties do not include
periodic recalibration (recommended for some HP Products), unless specifically covered in the
warranty terms for such Products.
g) HP warrants that Software will not fail to execute its programming instructions due to defects in
materials and workmanship when properly installed and used on the Device designated by HP. HP
further warrants that HP owned standard Software will substantially conform to Specifications. HP
does not warrant that Software will operate in hardware and software combinations selected by
Customer, or meet requirements specified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
i) HP warrants that each HP hardware, software, and firmware Product delivered under these HP Terms
and .Conditions of Sale and Service will be able to accurately process date data (including, but
not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and
twenty-first centuries, and the years 1999 and 2000, including leap year calculations, when used
in accordance with the Product documentation provided by HP (including any instructions for
installing patches or upgrades), provided that all other products (e.g. hardware, software,
firmware) used in combination with such HP Product(s) properly exchange date data with it. If the
Specifications require that specific HP Products must perform as a system in accordance with the
foregoing warranty, then that warranty will apply to those HP Products as a system, and Customer
retains sole responsibility to ensure the Year 2000 readiness of its information technology and
business environment. The duration of this warranty extends through January 31, 2001. To the
extent permitted by local law, this warranty applies only to branded HP Products and not to
products manufactured by others that may be sold or distributed by HP. This warranty Section 8 i)
applies only to HP Products shipped after July 01, 1998. The remedies applicable to this Section,
8 i), are those provided in Section 8 j) below. Nothing in this warranty will be construed to
limit any rights or remedies provided elsewhere in these HP Terms and Conditions of Sale and
Service with respect to matters other than Year 2000 compliance.
E16 - Page 2 / 6
R+evWm Date 22-nov-19S9 Revision Number 6
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
j) If HP receives notice of defects or non-conformance to hardware Specifications, or substantial
non-conformance to HP owned standard Software Specifications during the warranty period, HP will,
at its option, repair (and recalibrate only as necessitated by repairs), or replace the affected
Products. If HP is unable, within a reasonable time, to repair, replace or correct a defect or
non-conformance in a Product to a condition as warranted, Customer will be entitled to a refund of
the purchase price upon prompt return of the Product to HP. Customer will pay expenses for return
of such Products to HP. HP will pay expenses for shipment of repaired or replacement Products.
k) HP warrants that HP Support will be provided in a professional and workmanlike manner. HP will
replace, at no charge, parts which are defective and returned to HP within 90 days of delivery.
1) Some newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
m) The above warranties do not apply to defects resulting from improper or inadequate maintenance or
calibration by Customer; Customer or third party supplied software, interfacing or supplies;
unauthorized modification; improper use or operation outside of the Specifications for the
Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or
unauthorized maintenance or repair.
n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
9. SUPPORT
a) Customer may order Support from HP's then current Support offering. Some Support (and related
Products) may not be available in all countries. Orders for Support are subject to the terms of
the Support Exhibit or quotation in effect on the date of order.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's
reasonable opinion, in good operating condition.
c) HP may, at no additional charge, modify Products to improve operation, supportability and
reliability, or to meet legal requirements.
d) Relocation of Products is Customer's responsibility. Relocation may result in additional Support
charges and modified service response times. Support of Products moved to another country is
subject to availability.
e) HP will provide Support for products not supplied by HP when approved by HP in writing. HP will
provide Support for HP Products when Customer allows HP to perform modifications if requested by
HP under Section 9. c) above. Customer is responsible for removing any products not eligible for
Support to allow HP to perform Support services. If Support services are made more difficult
because of such product(s), HP will charge Customer for the extra work at HP's standard rates.
f) Support does not cover any damage or failure caused by:
1) use of non -HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation by
Customer, work or modification by people other than HP employees or subcontractors, or other
causes beyond HP's control; or
4) inability of any non -HP products in Customer's environment to correctly process, provide or
receive date data (i.e., representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.
g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer files, data or programs. Customer will have a representative present when HP
provides Support services at Customer's site. Customer will notify HP if Products are being used
in an environment which poses a potential health hazard to HP employees or subcontractors; HP may
require Customer to maintain such Products under HP supervision.
h) Customer may delete Products under Support or cancel Support orders upon 30 days written notice.
Upon 60 days written notice, HP may cancel Support orders or delete Products no longer included in
HP's Support offering.
10. UCENSES
"Use" means storing, loading, installing, executing or displaying Software on a Device.
E16 Page 3 / 6
Revision Date 22-nov-1999 Revision Number 6
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
"Software License" means the Use authorization(s) for the Software specified by HP in its quotation,
invoice or other documentation. Each.Software License has a corresponding License Fee.
"License Fee" means the fee or fees designated by HP for Use of Software. Different License Fees may
apply to particular Software if more than one Software License is available for that Software.
a) In return for the License Fee, HP grants Customer a non-exclusive license to Use the Software
listed in Customer's order in conformance with the applicable Software License. Details of the
types of Software Licenses offered are available from HP on request. If no Software License is
specified, then, in return for the applicable fee, HP grants Customer a license to Use one copy of
the Software on one Device at any one time. All Software Licenses will be perpetual unless
terminated, transferred or otherwise specified.
If Customer is an HP authorized reseller, Customer may sublicense the Software to an end -user for
its Use, or (if applicable) sublicense the Software to an HP authorized reseller for subsequent
distribution to an end -user for its Use. These sublicenses must incorporate the terms of this
Section 10 in a written sublicense agreement, which will be made available to HP upon request.
b) Unless otherwise permitted by HP, Customer may only make copies or adaptations of the Software for
archival purposes or when copying or adaptation is an essential step in the authorized Use of the
Software on a backup Device, provided that copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.
c) Customer must reproduce all copyright notices in or on the original Software on all permitted
copies or adaptations_ Customer may not copy the Software onto any public or distributed network.
d) Bundled Software or Firmware provided to Customer may only be used when operating the associated
Device in configurations as sold or subsequently upgraded by HP. Customer may transfer Firmware
only upon transfer of the associated Device.
e) Updates, upgrades or other enhancements are available under HP Support agreements. HP reserves
the right to require additional licenses and fees for Use of the Software on upgraded Devices.
f) The Software is owned and copyrighted by HP or by third party suppliers. Customer's license
confers no title or ownership and is not a sale of any rights in the Software, its documentation,
or the media on which they are recorded or printed. Third party suppliers may protect, their
rights in the Software in the event of any infringement.
g) Customer will not disassemble or decompile the Software without HP's prior written consent. Where
Customer has other rights under statute, Customer will provide HP with reasonably detailed
information regarding any intended disassembly or decompilation. Customer will not decrypt the
Software unless necessary for legitimate use of the Software.
h) Customer's Software License is transferable subject to HP's prior written authorization and
payment to HP of any applicable fees. Customer will immediately upon transfer deliver all copies
of the Software to the transferee. The transferee must agree in writing to the terms of
Customer's license. All license terms will be binding on involuntary transferees, notice of which
is hereby given. Customer's license will automatically terminate upon transfer.
i) HP may terminate Customer's or any transferee's or sublicensee's Software License upon notice for
failure to comply with any applicable license terms. Immediately upon termination, the Software
and all copies of the Software will be destroyed or returned to HP. Copies of the Software that
are merged into adaptations, except for individual pieces of data in Customer's or transferee's or
sublicensee's data base, will be removed and destroyed or returned to HP. With HP's written
consent, one copy of the Software may be retained subsequent to termination for archival purposes.
j) If the Software is licensed for use in the performance of a U.S. government prime contract or
subcontract, Customer agrees that Software is delivered as "Commercial computer software" as
defined in DFARS 252.227-7014 (Jun 1995) or as a "commercial item" as defined in FAR 2.101(a), or
as "Restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency
regulation or contract clause), whichever is applicable. Customer agrees that the regulations and
obligations in Exhibit Ul apply to all such Software and that the Software is adequately marked
when the Restricted Rights legend in Exhibit U1 is affixed to the Software media. Customer
further agrees that the Software has been developed entirely at private expense.
11. INTELLECTUAL PROPERTY RIGHTS
a) HP will defend or settle any claim against Customer, (or third parties to whom Customer is
authorized by HP to resell or sublicense), that Products or Support (excluding Custom Products and
Custom Support), delivered under these HP Terms and Conditions of Sale and Service infringe a
patent, utility model,, industrial design, copyright, trade secret, mask work or trademark in the
country where Products are used, sold or receive Support, provided Customer:
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HP TERMS AND CONDITIONS OF SALE AND SERVICE Exhibit E16
1) promptly notifies HP in writing; and
2) cooperates with HP in, and grants HP sole control of the defense or settlement.
b) HP will pay infringement claim defense costs, settlement amounts and court -awarded damages. If
such a claim appears likely, HP may modify the Product, procure any necessary license, or replace
it. If HP determines that none of these alternatives is reasonably. available, HP will refund
Customer's purchase price upon return of the Product if within one year of Delivery, or the
Product's net book value thereafter.
c) HP has no obligation for any claim of infringement arising from:
1) HP's compliance with Customer's designs, specifications or instructions;
2) HP's use of technical information or technology provided by Customer;
3) Product modifications by Customer or a third party;
4) Product use prohibited by Specifications or related application notes; or
5) use of the Product with products not supplied by HP.
d) These terms state HP's entire liability for claims of intellectual property infringement.
12. LIMITATION OF LIABILITY AND REMEDIES
a) Products are not specifically designed, manufactured or intended for sale as parts, components or
assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility.
Customer is solely liable if Products or Support purchased by Customer are used for these
applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or
liability in connection with such use.
b) To the extent HP is held legally liable to Customer, HP's liability is limited to:
1) payments described in Sections 8 and 11 above;
2) damages for bodily injury; ,
3) direct damages to tangible property up to a limit of U.S.$1,000,000;
4) other direct damages for any claim based on a material breach of Support services, up to a
maximum of 12 months of the related Support charges paid by Customer during the period of
material breach; and
5) other direct damages for any claim based on a material breach of any other term of these HP
Terms and Conditions of Sale and Service, up to a limit of U.S.S1,000,000 or the amount paid to
HP for the associated Product, whichever is less.
c) Notwithstanding Section 12 b) above, in no event will HP or its affiliates, subcontractors or
suppliers be liable for any of the following:
1) actual loss or direct damage that is not listed in 12 b) above;
2) damages for loss of data, or software restoration;
3) damages relating to Customer's procurement of substitute products or services (i.e., "cost of
cover"); or
4) incidental, special or consequential damages (including downtime costs or lost profits, but
excluding payments described in Section 11 above and damages for bodily injury).
d) THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES. r
13. GENERAL
a) Transactions may be conducted through Electronic Data Interchange ("EDI") or other electronic
methods, as agreed.
b) HP will not be liable for performance delays or for non-performance, due to causes beyond its
reasonable control.
c) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is
the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the
other party may cancel any unfulfilled obligations.
E16 Page 5 / 6
Revision Date 22-nov1999 Revwm Number 6
PhnW%g Date 7 March 2000
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
d) Neither party may assign any rights or obligations hereunder without prior written consent of the
other party.
e) Customer who exports, re-exports or imports Products, technology or technical data purchased
hereunder, assumes responsibility for complying with applicable laws and regulations, and for
obtaining required export and import authorizations. HP may suspendperformance if Customer is in
violation of applicable regulations.
f) Disputes arising in connection with these HP Terms and Conditions of Sale and Service will be
governed by the laws of the country and locality in which HP accepts the order.
g) Provisions herein which by their nature extend beyond the termination of any sale or license of
Products or Support will remain in effect until fulfilled.
h) These HP Terms and Conditions of Sale and Service and any Exhibits constitute the entire agreement
between HP and Customer, and supersede any previous communications, representations or agreements
between the parties, whether oral or written, regarding transactions hereunder. Customer's
additional or different terms and conditions will not apply. Customer's purchase or license of
Products and Support will constitute Customer's acceptance of these HP Terms and Conditions of
Sale and Service, which may not be changed except by an amendment signed by an authorized
representative of each party.
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Revision Date 22-nov-IM Revision Number 6
Printing Date 7 March 2000
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HP SYSTEM SUPPORT SERVICE
Exhibit 5
HP System Support (including Critical Systems Support), Business Continuity Support, and Telecom Critical
Support services ("HP System Support service") are governed by this exhibit and the HP Terms and
Conditions of Sale and Service or HP Business Terms.
1. Services Included
HP System Support service provides the following features for HP systems and specified non -HP systems.
Not all of the features are offered with every service or supported system. Included and optional
features for HP System Support service will be provided pursuant to the specifications set out in the
applicable attached specifications -sheet. Some service features have prerequisites. Service features may
include one or more of the following:
♦ Hardware support
♦ Hardware call -to -repair commitment
♦ Weekday and after-hours software assistance
♦ Flexible call submittal
♦ Remote support, including HP Predictive Support software
♦ Enhanced remote support
♦ License to Use software updates
♦ Software media and documentation
♦ . HP Electronic Support Center
♦ Telecom platform call -to -restoration
♦ Escalation management
♦ Preventive maintenance
♦ Operations checkup
♦ Critical care services
♦ Priority system recovery
♦ High Availability Observatory (selected products)
♦ Network support
♦ Complete network documentation and configuration inventory
♦ Remote network support tools
♦ HP Fault Notifier (selected products)
♦ Installation, configuration, and verification of systems and network
♦ Installation of software updates
♦ HP PowerPatch tapes (selected products)
♦ Patch management assistance
♦ Operational reviews
♦ Interoperability review (selected products)
♦ System release planning seminars or operating system update
planning
♦ Assigned HP support team, which may include one or more
of the following: assigned HP technical
consultant, assigned HP account support engineer, assigned
HP Response Center engineer, assigned HP
customer engineer, assigned Project Implementation Manager,
and assigned HP contract administrator
♦ Media retention
♦ Extended Hardware coverage
♦ Per -call services
♦ Technical consulting topics
♦ Training (subject to local availability)
2. Prerequisites
HP reserves the right to make the final judgment as to whether Customer adequately meets the
prerequisites for HP System Support services outlined in this exhibit.
a. Minimum System Configuration. Except for systems capable of diagnostic self -test, HP System
Support service requires, at a minimum, that a system include a central processing unit (CPU), a
peripheral capable of reading standard HP diagnostics and verification tests, and a peripheral
that allows HP to interact fully with the covered products.
b. Uniform Coverage. All products constituting the minimum system configuration must be covered under
the same HP System Support service and at the same hardware service level.
c. Connectors and Cables. All products covered under HP System Support service must be interconnected
by cables or connectors listed in the appropriate manufacturer's documentation as compatible with
the CPU. For products that do not meet this requirement, service is available at HP's standard
service rates.
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HP SYSTEM SUPPORT SERVICE
Exhibit 5
d. Software Support. All HP systems for which execution of diagnostic tests is software -dependent
must, at a minimum, be covered by an HP System Support service that provides periodic software
updates.
e. Coverage Requirements. For HP System Support service orders that include software support, all
systems (including PC Server systems) supported by one system manager, except PC clients, must be
covered by a contractual HP software support service. However, for HP System Support service
orders for PC servers that include software support, all PC servers supported by one system
manager must be covered by a contractual HP software support service.
f. Right to Copy Documentation. Customer may copy documentation updates for use with other systems
covered by an HP System Support service that provides software support.
g. Software Licenses. Customer can purchase HP System Support service only for software for which
Customer has rightfully acquired an appropriate software license.
h. Software and Documentation Updates. For each software product covered under HP System Support
service, Customer must select, if applicable, at least one copy of software and documentation
updates by designating the appropriate media options. This prerequisite does not apply to PC
systems, except PC software whose functionality depends on software that resides on systems
covered by HP System Support service.
i. Designated Callers and Training Requirements. The following contacts for HP must be designated and
trained through completion of the appropriate HP training courses as defined by HP: system manager
and alternate; after normal business hours authorized caller; if applicable, network operator and
alternate; if applicable, application software manager and alternate; and if applicable,
additional HP Response Center callers. Only the designated callers can use the HP Response Center.
j. Ordering Options. For HP System Support service that provides software support, Customer must
purchase the HP System Support service product options) that correspond to Customer's processor,
maximum number of users for the supported HP system, and application software.
k. Central Order Group. The HP System Support service central order group must have only one system
manager and include the system with the fastest processor speed and largest number of users. Both
the -central order group and add -on order groups must be of the same HP or non -HP product family
and must have the same system manager.
I. Remote Support. For HP to provide remote support, Customer must give authorization and provide
access to a qualified modem, as well as access to one voice -grade telephone line and one data -
quality telephone line or network with terminations near the system. For support using either the
High Availability Observatory or remote network support tools, Customer must allow HP to install
and provide HP adequate space for and access to an HP -owned workstation or PC, as well as provide
a dedicated ISDN line and an internet e-mail connection, and for High Availability Observatory, an
HP or Customer -owned router. For support using HP Fault Notifier, Customer must provide Internet
email connectivity. For HP Network Availability Monitoring, customer must provide a dedicated WAN
connection to HP that has a bandwidth of at least 56 Kilobits per second. For services with a call
to repair commitment on network interconnect devices, Customers must also provide an .alternative,
non -dedicated data -quality telephone line and modem or a network connection to the console port of
the network device. If HP cannot access a.system remotely, HP may charge standard service rates if
on -site service is needed.
m. HP Electronic Support Center. HP Electronic Support Center is available via the World Wide Web.
With a Web browser, Customer can access the HP Electronic Support Center. Ftp access is required
for some electronic services. Designated Callers who submit HP Response Center calls via HP
Electronic Support Center must meet the same training requirements as the system manager. Use of
HP Support Tools available via the Electronic Support Center requires agreement to the HP Support
Tool License Terms.
n. Minimum Network Configuration. Customer must have at least one system on the network covered under
HP System Support service.
o. Country Boundaries. All systems supported by one system manager must be located within the same
country. r
P. Eligibility. For certain coverage levels and support offerings, Customer must meet the HP
specified minimum monthly billing to be eligible.
3. Service L'unitations
a. Hardware, Software, and Network Support. Any services involving hardware, software, or network -
related problems not covered by the contractual service ordered will be subject to HP's standard
service rates.
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HP SYSTEM SUPPORT SERVICE Exhibit 5
b. MaxAmm Use Limitations. Products operated in excess of their maximum usage rate (as specified in
a product's data sheet or operating manual) cannot be covered by HP System Support service, but
can be serviced at HP's standard service rates.
c. Obsolete Products. HP may cover obsolete hardware and software products that are beyond their
specified support period using reasonable efforts as determined by HP.
d. Interfaces and Accessories. HP may cover cables, connectors, accessories, and interfaces under the
same hardware service level purchased for the products with which they are used.
e. Supported Software Versions. Unless otherwise specified by HP, HP provides contractual support
only for the current version and immediately preceding version of HP software, and only when the
software is used with hardware that is included in HP -specified configurations. If support
coverage lapses, additional fees may be required to resume support coverage. HP will support
specified versions of selected non -HP software, but will not support the software any longer than
the vendor supports it. For non -HP software, HP provides contractual support only for software
versions that are documented as supported on specified configurations.
£. Non -HP Software. Support for non -HP software covered by HP contractual support services is
limited, unless otherwise specified by HP, to telephone assistance and, if available to HP from
the third -party software vendor, patches, workarounds, and updates. HP's decision on how long to
offer HP support for selected versions of non -HP software is final.
g. Non -HP Products. HP is not liable for the performance or nonperformance of third -party hardware or
software vendors, their products, or their support services, including design flaws in and/or
incompatibility with non -HP products.
h. HP Software on Non -HP Systems. HP System Support service for specified HP software products used
with designated non -HP systems provides the following features: software assistance, software
problem reporting, HP Electronic Support Center information access and call submittal, License to
Use software updates, and patches.
i. Escalation Management. On -site assistance for critical software problems is limited to systems
supported by one system manager and situated within a 12.5 mile (20 kilometer) radius of each
other. Software problems with systems situated beyond this limit that require on -site assistance
will be subject to additional charges at HP's standard service rates.
j. Access to the HP Response Center. HP Response Center use is limited to the system manager for the
operating system and subsystem software; if applicable, the network operator for the network; if
applicable, the application software manager(s) for each family of HP application software; and,
if purchased, the After-hours coverage system manager, and additional HP Response Center callers.
In the absence of any of these managers, the HP Response Center is available to their designated
alternates.
k. Source Code Support. For HP source code software covered under HP System Support service,
assistance is limited to problems that can be duplicated on the current version of the object code
of the particular software_ HP charges Customer at HP's standard service rates for any other
assistance required.
I. HP Predictive Support, HP High Availability observatory, and HP Fault Notifier (Selected
Products). HP is not responsible if HP Predictive Support software, HP High Availability
Observatory, or HP Fault Notifier does not identify, track, or remedy system or peripheral
problems prior to actual occurrence.
m. Network Software Coverage without Network Support. Support for HP network software that provides
multivendor node connectivity is limited to product -usage and problem -solving assistance and
software update materials, unless network support is purchased.
n. Travel Zones. Customer sites located beyond 100 miles (160 kilometers) of a primary HP Support
Responsible Office may be subject to travel charges, longer response timgs, reduced restoration or
repair commitments, and reduced coverage hours as specified in HP's Worldwide Customer Support
Travel and Office Directory. Availability of .some coverage levels is based on distance from a
primary HP Support Responsible Office.
o. Exclusions. HP System Support service does not include implementation assistance (except for
Telecom Critical Support) or assistance that involves program development, coding, isolation
coding problems, data recovery regardless of the cause of data loss or hardware malfunctions, and
problems or investigation time relating to the use of privileged mode code on HP 3000 systems.
HP System Support service does not include consulting unless a consulting option has been
purchased. HP System Support service is not a substitute for any formal training offered by HP.
p. Availability. Some HP System Support service features and coverage levels are subject to local
availability.
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Revidan Date Ol-ocwim Revision Number 2
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HP SYSTEM SUPPORT SERVICE
Exhibit 5
q. cOr"s m-iti,les, User Replaceable Parts, and Maintenance Kits. HP System Support services do not
include the provision and installation by HP of consumables, user replaceable parts or maintenance
kits.
4. Customer Responsibilities
a. Product List. Customer must maintain and provide to HP a current list of products supported under
HP System Support service.
b. Access. Customer must provide HP with the following:
1) Access to the products covered under HP System Support service
2) Adequate working space and facilities within a reasonable distance of the products
3) Access to and use of all information, internal resources, and facilities determined necessary
by HP to service the products
4) For the Scheduled support level, Customer must designate a single work area acceptable to HP at
Customer site. This area must include shelves or racks for incoming and outgoing products,
adequate open bench work space, adequate power and lighting, and access to a telephone. Before
having a product serviced under the Scheduled support level, Customer must:
a) Maintain a written log of model number, serial number, and current failure symptoms and be
prepared to provide this information to HP upon request before the scheduled visit.
b) Locate all failed units to be repaired during a scheduled visit at the designated work area
before the HP customer engineer arrives.
c) Call HP the workday before the day of the scheduled visit to provide information regarding
the number and type of products requiring repair.
c. Operating Procedures. Customer must follow routine operating procedures as specified in the
manufacturers' product operating manuals.
d. Usage -Level Charges. Customer must allow HP to install or remove usage meters on specified
electromechanical devices. Usage charges may be charged separately. `
e. Diagnostic/Maintenance Software (Selected Products). Customer must allow HP to keep system and
network diagnostic and maintenance programs resident on Customer's system or site for the
exclusive purpose of performing diagnostics and maintenance. Prior to submitting a software
problem report to HP, Customer may be required to assist HP in running these HP -supplied programs.
Customers with HP High Availability Observatory or with HP Predictive Support software must use
the electronic data transfer capability it provides to inform HP of events identified by the
software. Customer acknowledges that Customer has no ownership interest in diagnostic hardware or
software provided by HP and that HP may remove these diagnostic programs and any HP -owned modems,
workstations or PCs, network devices, or remote access devices upon termination of HP System
Support service.
f. Service Requests. Prior to placing a service request with HP, Customer may be required to run HP -
supplied diagnostic programs.
g. Revision Levels. Customer must maintain all associated system hardware and firmware, except PC
systems, at the latest HP -specified configuration and code revision level. For PC systems,
Customer must maintain all associated system hardware and firmware at a revision level specified
by HP. Customers must maintain HP -supported non -HP software at a code revision level specified by
HP.
h. Telecommunications Charges. Customer is responsible for all telecommunications charges associated
with using HP Electronic Support Center and with installing and maintaining ISDN links to HP
Response Centers.
i. Temporary Procedures. Customer is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sought.
j. Year 2000 Preparation. Customer must ensure that its environment is Year 2000 compliant. HP System
Support service coverage is limited to the ability of HP branded products specified as Year 2000
compliant to correctly process, provide, or receive date data (i.e., representations for month,
day and year). Customer must promptly apply and test in its environment all Year 2000 updates and
patches made available by HP. HP System Support service does not cover the inability of products
not manufactured by HP and non -compliant HP products to correctly process, provide, or receive
date data or the inability of these products to properly exchange date data with any products
covered by HP System Support service.
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HP SYSTEM SUPPORT SERVICE
5. Software License and Copyrights
a. Updates.
Exhibit 5
1) HP grants Customer a License to Use software updates provided by HP under an HP System Support
service that provides software support.
2) In addition, HP grants Customer a License to Use and copy one copy of the updates received from
HP for each HP software product license for which Customer has purchased an HP System Support
service that provides software support. The license to copy updates on additional systems is
not available for HP 9000 Series 1500 systems.
3) Customer agrees that the License to Use and copy the updates is governed by the HP Software
License Terms in effect on the date HP ships the update to Customer. Said HP Software License
Terms are hereby made a part of this exhibit.
b. HP Update Ownership. Customer acknowledges that it does not own and has no right to, title to, or
interest in the updates except as set forth in the HP Software License Terms.
c. Copyright and Trademark Notices. Customer agrees to reproduce and conspicuously affix copyright
and trademark notices from the original software or documentation on each copy of an update that
Customer makes or obtains from an electronic data source, such as ,HP Electronic Support Center.
S. Multivendor Network Coverage
The following additional terms and conditions apply to orders for HP System Support service that
include multivendor network coverage.
a. Affiliates. HP has developed working relationships with select vendors, known as Affiliates, who
assist in the delivery of multivendor support. For purposes of HP's appointment as a Special Agent
during multivendor coverage, Non -Affiliate refers to other vendors of products in Customer's
network.
b. Performance of Affiliates and Non -Affiliates. HP is not liable for performance or nonperformance
of Affiliates and Non -Affiliates, their products, or their support services.
C. Operational Network.Customer's network must be verified by HP as fully operational before HP
System Support service, including network coverage, begins. This prerequisite is automatically met
if coverage commences upon completion of HP's network configuration services. Otherwise,
HP performs verification at HP's standard service rates.
d. Supported Connections. All network connections and products covered under HP System Support
service with network coverage must be agreed upon by HP.
e. Service Requests. Prior to or after placing a service request with HP, Customer will run HP or
non -HP product or network diagnostic self -test programs, as appropriate. Customer must then
contact the appropriate product vendor if a specific product is found to be at fault. Upon request
from HP during a service call, Customer will enable, operate, or disable the HP -to -HP and/or HP-
to-non-HP.CPU data communications subsystem products.
f. Network Information. Customer must identify current product version numbers and system
configuration information for all products on the network. Customer must notify HP when major
topology changes occur on the network.
g. Non -HP Service Contracts. To take advantage of HP System Support service benefits, Customer must
purchase service contracts from Affiliates and Non -Affiliates that maintain appropriate support
service levels for non -HP products.
7. Warranty Maintenance Management
HP provides warranty maintenance management for designated non -HP hardware products if HP is
appointed as a Special Agent as set out in Section 8 during the warranty period of the non -HP
product. For purposes of HP's appointment as a Special Agent during warranty maintenance management,
Non -Affiliate refers to manufacturers of the designated non -HP hardware products, or authorized
service providers for such manufacturers who are obligated to provide services during warranty.
8. Appointment of HP as Special Agent
These terms and conditions are effective only when HP offers and Customer appoints HP as a Special
Agent in dealing with specified Non -Affiliates during multivendor problem management or during
warranty maintenance management, as evidenced by execution of an attachment to this exhibit. This
attachment is provided by HP when necessary.
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BP SYSTEM SUPPORT SERVICE
Exhibit 5
a. Scope of Agency. Upon appointment, Customer authorizes HP to represent Customer in dealings with
specified Non -Affiliates in the process of network fault isolation and problem resolution, or
management of a service call during the warranty period for non -HP hardware products. HP's
authority to represent Customer is limited to the -following activities:
1) HP directly contacts Non -Affiliates for the purpose of (a) initiating a service call by a Non -
Affiliate for remote or on -site assistance with Customer's network and equipment, or (b)
requesting Non -Affiliate's (specified in Appendix W to the appointment attachment for warranty
maintenance management) performance of its obligations only during the warranty period.
2) HP directly follows up with Non -Affiliates throughout the network problem resolution process or
until the non -HP hardware warranty problem is resolved.
3) HP facilitates communication among Non -Affiliates and between HP and Non -Affiliates in the
process of network fault isolation and problem resolution.
b. Relationship between Parties. This appointment will not:
1) Be construed to create the relationship of employer and employee partnership or joint venture
between HP and Customer or its employees.
2) Preclude HP from acting as a Special Agent for multivendor problem management for other
parties, or from "performing warranty maintenance management for non -HP products for other
parties.
3) Preclude HP from continuing in the business of multivendor problem management, even if Customer
is also in the business of providing similar services.
4) Allow HP or Customer to use each other's trademark or trade name in any manner.
c. Customer Responsibilities for Appointment.
li In order to appoint HP as a Special Agent, Customer, must sign the attachment provided by HP.
2) Customer must write letters of notification to specific Non -Affiliates listed in the appendix
of the appropriate attachment. These letters must explain the scope of agency and a copy must
be sent to HP. The appendix can only be modified in writing upon mutual agreement of both
parties.
3) Customer must provide HP with a list of non -HP products on the network, including their
respective names, model numbers, serial numbers, and firmware and software revision numbers,
along with copies of applicable support contracts for these products.
4) Customer must provide HP with, and keep current, a list of the Non -Affiliate contacts and a
list of the non -HP hardware products for which HP will provide warranty maintenance management,
including products' numbers, products' serial numbers, dates of purchases/delivery, warranty
period and service level, and, if applicable, software license and revision numbers.
5) Customer must provide HP with a copy of the warranty terms and conditions applicable to all
non -HP hardware products, and a copy of warranty entitlement, such as the proof of purchase,
validating warranty for non -HP hardware products for which HP will provide warranty maintenance
management.
6) Customer must provide to HP in writing all information that may have a direct effect on the
operation or cost-effective maintenance of the network, or on the warranty maintenance
management of non -HP hardware products.
7) Customer understands the limited scope of HP's authority as a Special Agent and agrees not to
obligate HP beyond the terms and conditions set out in this exhibit.
8) Customer is solely responsible for dealing directly with Non -Affiliates concerning any
transaction that requires a purchase order for non -HP support services.
9) Customer must submit a service claim during warranty if a Non -Affiliate requires such a
submission directly from Customer.
d. Miscellaneous.
1) Limitation of Liability. HP is not liable for any damage or claims made against Customer or HP
that are caused by Customer's failure to perform its obligations under Section 8 or by service
contracts with Non -Affiliates.
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Revision Date 01-ocw1999 Revision Number 2
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HP SYSTEM SUPPORT SERVICE Exhibit 5
2) Indemnity. Customer agrees to indemnify and hold HP harmless from any liability, expense, or
loss, including attorneys' fees, incurred as a result of any claim that may be made against HP
by any third parties that arise out of HP's discharge of authorized duties as stated here or
Customer's failure to perform its obligations under Section 4 of this exhibit or the service
contract with such third parties. The indemnities provided here will survive termination of
this exhibit.
9. Miscellaneous.
a. HP Product Warranty Upgrade. If HP System Support service that provides hardware support is
ordered with the initial purchase or lease of HP hardware products with a 90 day on -site warranty
or 1 year return -to -HP warranty, the service level ordered or the warranty coverage level,
whichever provides the better service level, will be provided during the on -site warranty period.
A 1 year return -to -HP warranty must be converted to a 90 day on -site warranty to qualify. Days of
coverage and on -site response times can be upgraded for an additional charge during the warranty
period for most hardware products.
b. Subcontractors. Notwithstanding anything to the contrary in HP Terms and Conditions of Sale and
Service, HP reserves the right and Customer consents to HP's use of subcontractors to assist in
the provision of HP System Support service as HP deems appropriate, without notice to Customer.
a. Replacement Parts. Replacement parts provided under HP System Support service may include new
parts, equivalent to new parts, parts that are functionally equivalent to or better than the
replaced part, or whole unit replacements. Replacement parts may or may not be manufactured in
Trade Agreement Act compliant countries.
d. Warranty Status of Non -HP Products. Non -HP products will be serviced in accordance with this
Agreement, irrespective of warranty status.
e. UP High Availability observatory. For support which includes the HP High Availability Observatory
(HAO) Equipment, customer must comply with the terms and conditions of the HAO Attachment to this
Exhibit.
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1
EXHIBIT B
2
INSURANCE SCHEDULE (HEWLETT-PACKARD)
3
Hewlett-Packard shall provide proof of insurance, within thirty (30) days of the full execution of this
4 Contract, including a standard certificate of insurance, in at least the following amounts and coverage
5 (combined single limit permitted):
6 I. Coverage and Limits
_Bodily Iniury Property Damage
7 Hazards Each Person Each Accident Each Accident
8 Automobile Liability
9 Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
10 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
11 Employers' Liability $1,000,000 per employer
12 II. General and Professional Liability
13
General Liability $1,000,000 $2,000,000 $1,000,000
14 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000
15 Independent Contractors $1,000,000 $2,000,000 $1,000,000
16 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
Contract Liability $1,000,000 $2,000,000. $1,000,000
17 Professional Liability $2,000,000 $2,000,000 $2,000,000
18 a. The general liability policy shall contain the following special endorsements which shall be noted on
or attached to the standard certificate of insurance:
19
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
20 under the policy.
21 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
22 3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
23
b. In addition to the standard certificate of insurance, proof of general and professional liability
24 coverage shall be furnished in the form checked below. Certification of the following nr�___oof_s bathe
25 insurance agent or broker will not be accepted:
26 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
27 the signator is an officer authorized to so certify.
28 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT B