Resolution No. 8015I RESOLUTION NO. 8015
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SUPPORT SERVICES CONTRACT BY AND BETWEEN THE CITY
4 OF VERNON AND HEWLETT-PACKARD CO.
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6 WHEREAS, the hardware and software that operates the Mobile
7 Computer Terminals ("MCT"), the Records Management System ("RMS") and
8 the Computer Aided Dispatch System ("CAD") purchased for the Police
9 Department are Hewlett-Packard Co. ("Hewlett-Packard") products that
10 were purchased through Systems Technology Associates, Inc.; and
11 WHEREAS, the City of Vernon Police Department needs annual
12 software support services for the software that operates and
13 integrates the RMS, the CAD and the MCT; and
14 WHEREAS, the current annual software support services with
15 Hewlett-Packard expires on June 30, 2002, unless renewed; and
16 WHEREAS, Hewlett-Packard is the only supplier who can
17 provide the annual support services necessary to maintain the software
18 products operating the RMS, CAD and MCT; and
19 WHEREAS, Hewlett-Packard has offered to provide the annual
20 support services for the period July 1, 2002 through June 30, 2003,
21 for the sum of Forty -Three Thousand One Hundred Sixteen Dollars and No
22 Cents ($43,116.00), excluding taxes; and
23 WHEREAS, on June 25, 2002, the Finance Committee recommended
24 that the City Council approve the recommendation of Bruce V.
25 Malkenhorst, Director of Finance, dated June 20, 2002, that an
26 agreement be approved and executed with Hewlett-Packard for annual
27 support services for the RMS, CAD and MCT in the Police Department;
28 and
I WHEREAS, the City Council of the City of Vernon has
2 determined that, pursuant to the provisions of subsection (a) of
3 Section 2.27 of the Vernon City Code, it is in the public interest and
4 necessity to enter into an agreement with Hewlett-Packard setting
5 forth the terms and conditions for the annual support services
6 necessary to maintain the software products operating the RMS, CAD and
7 MCT to enhance services provided to the Vernon community.
8 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
9 CITY OF VERNON AS FOLLOWS:
10 SECTION l: The City Council of the City of Vernon hereby
11 finds and determines that the recitals contained hereinabove are true
12 and correct.
13 SECTION 2: The City Council of the City of Vernon hereby
14 approves the Support Services Contract with Hewlett-Packard, a cop
y of
15 Which is attached hereto as Exhibit "A" and made a part hereof.
16 SECTION 3: The City Council of the City of Vernon hereby
17 authorizes the Mayor and the City Clerk to execute said Contract for,
18 and on behalf of, the City of Vernon.
19 SECTION 4: The City Council of the City of Vernon hereby
20 directs the City Clerk, or his designee, to send a fully executed
21 Support Services Contract to:
22 Hewlett-Packard Company
23 Attn. Donna Mackey, Support Agreements Administrator
8000 Foothills Blvd., MS 5636
24 Roseville, CA 95747-5636
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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 24th day of July, 2002.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALkURG, Maybr
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I STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALXENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8015, was duly adopted by the City Council of the City of Vernon at an
7 adjourned regular meeting of the City Council duly held on Wednesday,
8 July 24, 2002, and thereafter was duly signed by the Mayor of the City
9 of Vernon.
10y
11 BRUCE V. MALKENHORST, City Clerk
12 (SEAL)
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EXHIBIT
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Sent By: HP CONTRAC(S DEPARTMENT ; y1E�I8565S9;
FILE Na'243 07/22 '02 PN 05:08 1bC�
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' tDl2T S +,1tV .VS TRAC'
THIS CONTRACT is mado, entered into and cxwutcd ist dupliceto originuls. olthcr copy of
may be considored and used as lbo original hereof for all purposes, ns of this _. clay of JOY,
in the City of VotYton, Comity of Las A 119CICs,
AND DIRTWFAN 't'l11s CITY OF VERNON (hurainailor
rcf&rcd to as tlto "City")
ity")
4305 Solna Fe Avenuo
Vernon, California 90058
D 11C3?WLl?1"T-PACKAIW CO.
(hercinailcr referred to ate the "11cw1cit-
Packard")
80o0 foothills Blvd., MS 5636
RoAcvillo, Catllfomia 95747.5636
13 W1 HREAS, the City's Police Dopartment heeds sumuot software support services for
14 software that operates and integrates the Records Management System (" RMS"), the Computor Aidod
is i Dispatch System ("CAD"), and the Mobile Computer Terminals Sybielln
16 WHEREAS, the harclware and soltwai-e that operatesthe RMS, CAA and MCT arc
17 Hcwlott-Paekard products that were purchased through Systems Technology Associatte$. laic; and
1g WHEREAS, the curomt annual sonware support services provided by IYei latt-l'acknnt
expo
19
will ` w on Tulle 30 2002 unless rCncweli; and
20 WHEREAS, Hewlett-Packard prepared it Proposal No. 57630047, Support Identifior
21 ' M10413033, dated May 9, 2002 (Hereinafter the "Proposal"), a copy of which is altuched hereto ns
22 Exhibit "A" and made a hart 110reof, that identillcd the sthrport sctvices to be pttividcd from July 1, 2002
Z3 tltrouglt June 30, 2003; acid
24 1 WHERE -AS, Rowlett-packard teas advised Cato City that it can provido lite necoss:ery
25 ; support services for tho RMS, CAD nod MCT as provided for in tttc Proposal; and
26 W11111kRAS, the City desiros to enter into an vVecrttont wi Qt Hewlett-paeknrd to provide
87> for tho annual support services tiec:ossary to maintain tho softwaru products operating tits 1thi5, CAT)
28Z and mcr tis contained in the Proposal.
COO 1 aoa Inc 'nu xH 4 H i 0N30S01d $ 0fl I 10 Ud t5 : Z 1 Ng ZOOMZ- Hfif
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1 ` NOW, THEREFORE, TI E PAIt'1'1L:S IlitKt3'J'O 1)O MUTUALLY At31tLIII AS Shl'
i
2 �ORTN)~1<3RL1N:
3 1. Purchase. Hewlett-Pookard agrees to provide support rltxvi 4 forth soAwttre
4 rodacts operating the City's RIMS. CAD and MCT as act forth in the Proposal attached us 13xhibit "A:'
5 2. %ry. Consistent with its Proposal, Ilmlctt-llaokard :igmL--s to lij vido support
G `0arvice for tho software products fbr the poriod J illy 1, 2002 through June 30, 2003, for the sum of Forty
l
7 ;Mroo Thousand One l lundred Sixteen Dollars and No tents (S43,116.00), oxcluding taxes.
8 3. Payment Temt9, The City agrees to pay Howlett -Packard the suln of. Three
9 housand Five hundred Nincty^fhm Dollars and No Calla ($3,593.00) per month for the period July 1,
4
10 ' E2002 through hrno 30. 2002, under Option 2 of its frilling authorization --providing purchase orders for
11 ;;flu covort►gu dates specitlod in the Ptnposal. Said purchase order shalt ruference Proposal No.
12 57630047aud Support ldentifior No. MI0413033.
1� 'r 4. Coniidctttialpfornl.{tQu,
14 A. c css to n. The City rssay provide 1lc4vleu-
15 IPnekard with, or allow Hewlett-Pn&ard access to, certain infomiation not available to the publio
i
16 cottccnung, but not liutitcd to the City, or businesses located in the City. Tire infonv4don tnay include,
17 but is not limited to, company infonuation, taxes, sales, valuo of assets, utility usage, aw rollay, or other
1B f suelt information. All such information shall bo known us "Confidential Information" turd play not be
19 1,! used to circumvent tho responsibility of either party to this Contract.
2011 S. No pjs;ur . Excopt as expressly permitted, l tewlutbPack ud skald
21 { not disclose, pennit tho disclosure of, rcleaso, dis uminatc, or tmnefer, wltctlter orally or by any other
22 lurmns, any part of such Conrdcatial L-fotnnatiott to ony other pemon or entity, whether eorponae,
23 i govemntcutal, or individual, without the express prior written consont of an authorixcrl rvyrmaontativc of
24 the City, llewlett-Packard shall rehtrn uny written Confidential hiiorntation, Lind all copies tnedu of such
25 dents, to the City upon the City's written request, but in any cvott trot later than the date that llowtcit-
26 Pnokard has performed all services to be perro,yned pursuant to this Contract. Ilewlett-1:'rckard hereby
27 ttgrccs that such Conidaitial information turd any doctunonts provided may bo used by llcwlOU-11�ckard
28 only as authorizod by the City. Hewlett-Packard shall take reasonable measures to avold nay disolusun;
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1 f any saeh Confidential Information to any ut,authorixed person.
2 :t
C. Cri,srai liiscloxurc. 1lcwlatt-ttiackard Rluttl fntmcditttclynotify
3 tlo City of any court order or subpoena requiring disclosure of Congdontlal tnfurroutiun. and r�iiull
4 ioupomte with logal counsel in the appeal or challenge of any such order or subpoena. Recipient tray
S �tt
nly disclose Confidential htfornlation Tequ{red to be disclosed pursuant to court order or 80POOiitt Idler
logal counsel has exhatusted any lawful and timely appeal or challenge:.
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7 '; 1). gMOLO,. In addition to any other remedies that it alayhavo Dt law or
8 lit equity, the City shall be cotitlod to a tclmporary and permanent injunction by a court o Fcompotcnt
;jurisdiction against any breach or iluuatencd breach of the Conftdcntial Information provisions of this
10
�Ontrpot. Ifewlcit-Packard acknowledges that in case of such brunch or lttrontaned breach of ttaltl
11 rovisions, the City would havc no adequate remedy at taw.
12 5. WWAllAo. Rowlett-Pacicard ahall providc watrnntics as xPociiiatl iit tltc
13 proposal.
14 € �, General Proyisio,�x.
t
15 1 A. Igdgcttdent Contractor. At all times during Ow torm of this Costttttct,
16 tf iawitsti-Packard shall be an indopvndent contractor and shall not be on orn loyce o1" Otc City. 'file City
17 `,shall have the right to control Hewlett-Packard only insofar as tho results of Howlett-Packard's wrvlcos
18 rctulered pursuant to this Contract; however, the City shall not have the right to control the niuutta by
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19 ;;which ilowlett-Packtud accomplishes services randewd pursuant to the Contract except to the extatt tlt:tt
t
20 fsuch services involve tho use of City properly or Confidential Information,
2i B. Hewlett-Packord shall not be cligiblo for, nor claho auyWnefits under,
;i
22 1 the Public Employee's Retkctnent System, State Uncntployntent Insuruico, Disability In%tinnicu,
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23 Workore Compensation insurance, or other benefits through ilia City as such bcxic('tts are cotumatily
24 ' employees of the Cit • provided, however, that nothing contained Herein shall bo deemsd
t confoRed upony, p fs
25 i to aofToet any benefits which may have accrued to the I lcwlaU-l'aolrard while deployed by atty other
26 f public or private cniployor, whuthor prior to or after the. O fztiva date of tlus Contract.
27 C. Ztpfi is of f posuitinc. All products of consulting servicess, inciudiu0
Z8 i but not limited to eonaputer soliware, Anil bocoine the propuay of (lie City and shall bo delivorud to the
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UNIH,AUIS UtrAHIMEN I ; SibldbUbbg; JUl-2d-U2 :j eurm, rage 5/
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y before the and of the perfermatico of this Contract. Basle notos and skcLolies, charts, compulations
l other data shall be mado available to City without restriction or limitation oil litcit use,
U. Aslriwzmcnt anti Sys a '> 'kited, No party to this Contract
y assign or subcontract any right or obligation pursuititt to this Contract oxcept us providod for in life
►posal or with the expross written consent of the other party. Any other nttcalptcti or ptupoitod
ignment of any right or obligation pursuant to this Contract alkali be void and of no effect.
F. Hew] c L-J! 4 and Not Auenl, Except as the City may tipectly Ill writing.
wlott-rAokard shall have no authority, express or implied, to act on behalf of the; City ilk itny Call city
,atoocvct' as an agont, Hcwlctt-Packard shall h>.ava no authority, expressed or implie 1, pursuant to this
to bled the City to any obligation whatsoever.
F. Qovcming law. The law& of the Stntc of Callfolnin shall govent Ilte
�-iehts, obligations, dutica and liability of ilia parties to this Contract and shall also govern the
Interpretation of this Contract.
G. indgrinification. Hewlett-Packard Shull indenmify, defend, proud slid
told tic City and its officers, agonts slid emptoym, free and harmless from and against ally and all
claims, demands, tosses, damages, liabilities, fines, chargos, Pen(Juiog, orders, judgments and all costs
pond expeuscs incurred ut conncotion therewith, including roasonable otiorucy8 face raid costs of Jofonw
'arising out of the services perlbaned under this Contract, oxcart to tho extent arising from or caused by
11e solo negligence or willful misconduct of the City, its offlccrs, agonia or employcos.
H. V&Mprohonsi o General W"Wl%)Qb'1011tsuranrc. Hewlett-Packard
agrous to provide insurance in ilia amounts and forms specified in Exhibit"B," which in attaetiod hcreto
and made a part hereof by rcremcc. Comparable coverage shall be providmi for lurch subcontractor
used ill the perfemianco of this Contract. Hewlett-Packard shall submit to tbo City documuntation
indicating compliance with these mininiurn requirements no Was than one (1) day prior to tho beginning
of perfomiaiice under this Contract. [lowkstt-Packard sliail riot oon ntence perfonn.aico of its sexvices
tinder this Contract until the abovo iiisurouce has been obtained and proof of insti vrice leas beca filed
with and approved by the City.
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o210 'A ERRI 899 Z9q 'ON Xtid
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t. Notice. Notices to the parties, unless otherwise roquosted in writinit,
:City: THE CITY OF VOWN
ATTN: DOLORW FONSECA, PURCHAWNt3
CITY ADMINISTRATOR
430S SANTA FE AVCNUB
VERNON, CA 90058-0805
lHowlett-Fackard: RMLETr-PACKARD CO
ATTN; DONNA MACKEY, SUPPORT AVRC tN!'►`.'+ ADMINISTRATOR
8000 FOOTHILLS BLVD. MS 5630
ROSHVILLE, CA 95747-5636
€ 7. EiWro Attrecnrent. '!'iris Contract constitutes the complete and Gnat expfossiou of
�y
!tito agreement of the padies and is intended as a complete and exclusive MtrrtcruOnt of the tome of rbair
aErcolilents and supersedca all prior and contomporaneous offers, promisce, mprosctltations,
i
;negotiations, discussions, communications alid a„urrxments whicli-niny have bocn mink► in eonnoction
lwiLliLliettLbjcettnatterhQLoof. All exhibits are incorporated by refcrcnoo. Howlett-t'aekard rupiwcnts
that iti entoring into this Contract, it has not rclicd on any provious reproscntations or understandlags or
any kind or nature.
B. Aclrcfit of emant. This Contract shall bind and bonofit thu parties hereto
and their Moire, succossors, and permitted assigns.
p, BILk of boss. Risk of loss or damage shall pass to tho City trtld delivery sludl
€ be doomed to bo complete upon delivery or upon moying into storage at tlic City's rquost, whichovcr
l occurs first,
10. F03111 Selection, Any action brought Mating to this Contract shall bo brougbt
I alto held exclusively in a Stato Court in the County of Los Anscles, California.
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Pmdlnant%. All changer or maliftcatiolts to this Contract shall be in
ea
riling, statinb that it is an tuucadrncut to this Gontr4ot, and shalt be signed by iho ipartic,e or Moir duty
li oourso of:ioatinb, utiti ro or t1-0d0.
f
ifuthodzcd ante. This Contact Rha11 not tic 111WIfted throw
4
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IN Wt'�'t3LSS WHEREOF, tho parties have caused this Conlrnct to Ito oxoetttcci by and
G $vough their authorized officers on the date, month mid yeiir ilrst wrill,01 nbova.
7
a CITY OF VL'1tNON
€ Y I.Lt)NIS C. MAIMURG, May0t
to fA.`t"MST:
t1
121',i" I3RUC13 V. MAI,KhN1 i4RST, City Clerk
13 APPROVED AS TO FORM--
14 ;
15 EDUARDO OLIVO, City Attorney
1G.
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I1V+WL13'rr-PACKA1tV CO.
Title'
Titte e � u� Vc
Hewlett-Packard Company (HP) acknowledges receipt of your
purchase order, and accepts the order subject to the terms and
conditions referenced in HP's proposal. Unless otherwise
specifically agreed to in writing by HP, any other terms and
conditions referenced herein do not apply to this order. ,
Date: 3 �� Signature:.
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EXHIBIT A
U3
i n v e n t
Donna Mackey May 9, 2002
HEWLETT-PACKARD CO
8000 Foothills Blvd MS 5636
Roseville CA 95747-5636
1-800-386-1115 x57806 FAX 1-800-231-0977
CAPT BENUDIZ
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Support Identifier: MI0413033
Proposal Number: 57630047
Dear CAPT BENUDIZ
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 l: 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.
Option 2: Provide a purchase order for the coverage dates specified in the enclosed
referenced proposal.
Option 3: Sign and return the attached Signature Authorization Method (SAM) 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 1-800-386-1115 x57806 FAX 1-800-231-0977
Sincerely,
Donna Mackey
Support Agreement Specialist
:IibPDF www.fastio.com
[hloj0
i n v e n t
SIGNATURE AUTHORIZATION METHOD (SAM)
The Signature Authorization Method (SAM) may be used to order Hewlett-Packard Company
(HP) Support Services ONLY IF A PURCHASE ORDER IS NOT REQUIRED TO AUTHORIZE
SERVICE DELVERY AND REMIT PAYMENT.
(1) Customer Information
Company Name Equipment Location Address
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
(2) Contract Information
Support Identifier: MI0413033
Proposal Number: 57630047
Coverage Period: 07/01/02 - 06/30/03
[ ] This contract is accepted with no revisions.
[) Are you requesting REVISIONS? Contact your Support Agreement Specialist.
A proposal will be re -issued to reflect your changes and associated pricing
if any. A new SAM form will be provided for your authorization.
[ ] Check here if your authorization is open-ended*
The terms within the asterisks apply only to open-ended Support Agreements.
***This Support Agreement is for the period stated on HP's proposal. It will be
extended without modification by consecutive terms of 12 months, unless one of
the parties gives written notice in accordance with the underlying business
terms prior to the end of the respective 12 months.
If modifications of the Support Agreement are necessary, HP will notify
Customer m writing 60 days before the modifications are effective. Customer
may terminate this Support Agreement within 30 days from receipt of notice. If
Customer does not exercise this right of termination, this Support Agreement will
be continued to the end of the current term with the modifications, and extended
by consecutive 12-month terms. Repricing will occur automatically without
further authorization.***
(3) Tax Information [ ] Taxable [ ] Tax Exempt Exemption!{
(Attach copy of certificate)
(4) Payment Method Do not enclose Payment. Please select one of the following:
Please bill me: [ ] Annually [ ] Quarterly (total annual amount must exceed $500)
[ j Semi -Annually [ ] Monthly (total annual amount must exceed $500)
Charge the annual amount to my credit card.
Check one: [ ] Visa [ ] Mastercard [ J American Express
Card Number Exp.Date Authorized Signature Cardholder Name (Type/Print)
(5) Service Authorization and Terms 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 Sale and Service, Exhibit E16, and HP System Support, Exhibit 5. Cancellation
requires 30 days written notice. Payment is due 30 days from HP's invoice date.
Signature
Date
Invoice -Address (if different from
Equipment Location)
Printed Name E-mail Address
(6) Completed form should be returned to:
HEWLETT-PACKARD CO
Phone/Fax
8000 Foothills Blvd MS 5636 Donna Mackey
Roseville CA 95747-5636 1-800-386-1115 x57806 FAX 1-800-231-0977
:IibPDF - www.fastio.com
cnbPOF - www.fastio.com
SUPPORT IDENTIFIER: MI0413033
SUPPORT AGREEMENT NUMBER: 2417F9884
PROPOSAL NUMBER: 57630047
Equipment Location
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Hardware System Contact
DOLORES FONSECA
(323) 583-8811
AGREEMENT START DATE: 07/01/02
END DATE: 06/30/03
Comments
FOR SERVICE PLEASE CALL 14OD-633-3600
CUSTOMER CONTACT INFORMATION
Please verify names, addresses and telephone numbers. Contact your Hewlett-Packard Support Agreements Administrator
with any changes.
Support Agreement Contact
CAPi BENUDIZ
(323) 587-5171
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Software System Manager
DOLORES FONSECA
(323) 583-8811
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Support Materials Shia -To
DOLORES FONSECA
(323) 583-8811
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90059
RESPONSE CENTER CALLERS
Software Support Primary Caller:
Alternate Caller:
After Hours Caller:
For HP taterml Use Only: 0033372499E
Support Order Number:
,IibPDF - www.fastio.com
DOLORES FONSECA (323) 583-8811
PLEASE PROVIDE
PLEASE PROVIDE
Agreement 1
Page l
May 9, 2002
SUPPORT IDENTH IER: MI0413033 AGREEMENT START DATE: 07/01/02
SUPPORT AGREEMENT NUMBER: 2417F9884 END DATE: 06/30/03
PROPOSAL NUMBER: 57630047
SUPPORT SERVICES SUMMARY
H9080AA HP MV Standard Recovery & Proactive 1 $
Hardware Support Declined I
PSS for PC Servers I
ASE on -site day 8
Unlimited Phone-in Assistance I
24x365 Phone-in SW assist eligible prods I
Total Quotation Price $
NOTE:
Please see the Summary of Charges page for the expected billing by invoice period.
All quoted prices are valid for 90 days from May 9, 2002
Subject to Hewlett-Packard Company (HP) Terms and Conditions of Sale and Service, Exhibit E16,
and HP Upfront Services and HP System Support, Exhibit SS5.
43,116.00
43.116.00
cvc nr U11CMI We VNy: 1XY333124YYS Agreement 1
Support order Number
Page 2
May 9, 2002
libPDF - www.fastio.com
SUPPORT 1DENTUUR: MI0413033 AGREEMENT START DATE: 07/01/02
SUPPORT AGREEMENT NUMBER: 2417F9884 END DATE: 06/30/03
PROPOSAL NUMBER: 57630047
SOFTWARE SUPPORT SERVICES
Software Software
Product Description <Qt Product Number
MV Operating System, unlimited phone-in, 6 H9071AA
MV Ext. Apps, Multivendor extended, unli 6 H9073AA
MV Core Apps, unlimited phone-in 6 H9072AA
H9071AA
MV Operating System, unlimited phone-in,
07/0t/02
06/30/03
10,728.00
H9072AA
MV Core Apps, unlimited phone-in
07/01/02
06/30/03
2,232.00
H9073AA
MV Ext. Apps, Multivendor extended, unli
07/0t/02
06/30/03
2,664.00
H9081AA
Basic Proactive Services
07/01/02
06/30/03
4.008.00
H9083AA
PSS for PC Servers
07/0t/02
o6/30/o3
6,492.00
H9089AA
Additional ASE day
07/01/02
o6/3o/o3
16,992.00
Total Software List Price:
43,116.00
Total Software NET Price:
43 ,116.00
ror nr imerml Use On1y: 0033372499S Agreement 1
Support Order Number:
Page 3
May 9, 2002
'hbPDF - www.fastio.com
SUPPORT IDENTIFIER: MI0413033 AGREEMENT START DATE: 07/01/02
SUPPORT AGREEMENT NUMBER: 2417F9884 END DATE: 06/30/03
PROPOSAL NUMBER: 57630047
SUIT MARY OF CHARGES
Note: These prices reflect additions, deletions, and products reaching end of warranty.
Coverage Period
07/01/02 07/31/02
08/01/02 - 08/31/02
09/01/02 - 09/30/02
10/01/02 10/31/02
11 /01 /02 - 11 /30/02
12/01/02 - 12/31/02
01/01/03 - 01/31/03
02/01/03 - 02/28/03
03/01/03 - 03/31/03
04/01/03 - 04/30/03
05/01/03 - 05/31/03
06/01/03 - 06/30/03
Sub -Total
TAX:
Total Quotation Price
Prices by Invoice Period
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
3,593.00
$ 43,116.00
0.00
43,116.00
NOTE:
All quoted prices are valid for 90 days from May 9, 2002
Tax calculated based on applicable tax rate in effect today for delivery location(s). Tax rate and taxability of
deliverable(s) subject to change based on state laws. If tax exempt, contact support agreement administrator.
For HP tutemal Use Only: 0033372499E
Support Order Number:
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Agreement t
Page 4
May 9, 2002
ci r r uuemsl use UNy: 0033372499E
Support Order Number. Agreement
Page
May 9, 2002
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b
e FACED
E�
i n • a 1 ail AJIJiML S AND VOl\1JMONO OF U.ITLE AND SJM•1Cp,
I. EXWbtt E 16
HP's sale of Products and -Support and HP's license of Software are governed by these HP Tezma 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 specified in Customer's order.
b) "Exhibits" meansattachments 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 UP 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") and related documentation. Software is either a separate Product,
included. with another Product ("Bundled Software"), or fixed in a Device and not removable in
normal operation ("Firmware").
c) "Specifications" means specific technical information about HP products which is published in HP Product manuals and technical data sheets in effect on the date HE ships customers 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 are valid for the period quoted by HP or for the applicable purchase agreement ordering
Period, whichever expires first. Prices remain valid for i80 days from the original order date
unless otherwise quoted by HP. 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) Prides 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 quoted by HP.
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 chergca for returning products to HP's shipping location if Product orders are cancelled after shipment.
4. DEUVERY
HP will make reasonable efforts to meet Customer's Delivery requizements. Xf HE is unable to meet
Customer's Delivery requirements, alternative arrangciaentz lady be agreed. In the absence of such
agreement, Customer's Sole remedy is to cancel the order.
6. SHIPMENT, RISK OF LOSS OR DAMAGE, AND TITLE
HP will ship according to HP'e standard commercial practice, and risk of loss or damage and title
Will pass from HE to Customer at the Ship To address. Shipping and handling charges will be listed
aeHaratexy on HP'& invoice when not included in the Product's purchase price. If Customer requested
apecia) packing or shipping Instructions are agreed to by HP, charges will he billed separately to
Customer, and risk of loss or damage and title will pass to Customer on delivery to Customer's
carrier or- designate.
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
6- 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 aqd tce;t procedurea.
b) For Products without installation included in the purchase price, acceptance by Customer occurs
upon Delivery. For Products with installation included in the purchase price, acceptance by
Customer occurs upon completion of installation by HP. If Customer schedules or delays
installation by HP more than 30 days after Delivery, Customer acceptance of the Product(a) will
occur on the 31st day after Delivery.
7. PAYMENT
e) Payment terms are subject to HP credit approval. Payment is due 30 days rrom Hp'* 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.
S. WARRANTY
a) Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from Hr will receive the standard warranty in the country or purchase. It
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 it installed by
HP- if CuatczMk 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.
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 moot requirements specified by Customer.
h) HP does not warrant that the operation of Product* will be uninterrupted or error free.
i) If HP receives notice of detects 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 or replace the affected Products. Xf HP is unable, within a reasonable time,
to repair, replace or cuzzect 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.
j) HP warrants that 11P 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.
k) Some newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
1) The above warranties do not apply to defects resulting from improper or inadequate maintenance by
Customer; Customer or third party supplied software, intertacing 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.
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit EI6
m) THE ABOVE WARRAtdTIES ARE EXCLUSIVE AND NO OTHER WAPURANTY, W THER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED_ TO THE >r)CTTDIT PTBDSITTXD 8Y LAW, HP SPECIFICALLY DISCLAIMS THE IMPLIED NARRANTIEB
MERCHANTABILITY, FITNESS FOR A pARTICULAR PURPOSE, OS TITLE, AND DTOT)INFRINGEI�NT.
9. SUPPORT
a) Customer may order support from HPis then current Support offering, some support (and related
Products) may not be available in all countries. Orders for Support are subject to L•ha Lev= 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 Suppnrt
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 RP in vri.ting. HP will
provide support for HE 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 arc made more difficult
because of such product(e), HP will charge Customer for the extra work at HP's standard rates.
L) 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'a 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 any non -HP products
receive dateto in Customer's environment to correctly process, provide or
data (i.c., in
for month, day, and year), and to properly exchane
date data with the Products supplied by up. g
q) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer riles, provides date or programs. Customer will have a representative present when HP
Support services at Customer's site. Customer will notify HP if Products are being used
in an environment which poses a potential health or safety hazard to HP employees or
subcontractors; HP may require Customer to maintain such Products under HP supervision and may
Postpone service until such hazard is remedied.
h) Customer may delete Products under Support or cancel Support orders upon 30 days written notice.
Upon 60pP days
written notice, HP may cancel Support orders or delete Products no longer included in
HP's Su g.
10. UCENSES
"Use" means storing, loading, installing, executing or displaying Software on a Device.
"Software License" means the Use authorizations) 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 it 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 object code
version of the Software listed in Customer's Order in conformance with:
1. the terms set forth hereint and
2. Use restrictions and authorizations for the Software specified by HP in its quotation, invoice
or terms that accompany the Software; and
3. i(P'g third party suppliers' terms that accompany the software.
in the event of a conflict, the third party suppliers' terms that accompany the Software will take
precedence over the Use restrictions and authorizations specified by HP and the terms set forth
E16
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
herein, and the use restrictions and authorizations zpecified by HP will take precedence over the
terms set forth herein.
b) Unless otherwise specified, in return for the applicable License Fee, HP grants Customer a license
to Use one Copy of the software on one Device at any one time.
c) Unless otherwise specified, all Software Licenses will be perpetual unless terminated or
transferred in accordance with Section 10. k).
d) If Customer in an HP authorized reaeller, 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
Software License in at written sublicense agreement, which will be made available to Sip upon
request. If C.'urtomer 18 not an HP authorizod rescllee, Customer may not sublicense the Software
unless otherwise agreed to by HP in writing.
e) Software is owned and copyrighted by HP or by third party suppliers. Customer'a Software License
confers no title or ownership and iz not a, dale of any rights in the Software. Third party
suppliers may protect their rights in the Software in the event of any infringement.
f) Unless otherwise permitted by HP, customer may only make copies or adaptations of Lhe Software for
archival purposes or when Copying or adaptation In an essential step in the authorized One of the
software on a backup Device, provided that copies and adaptationa 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.
g) 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.
h) 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.
i► UPdates, upgrades or other enhancements are available under ESP Support agreements. HP reserves the
right to require additional licenses and fees for Use of the Software on upgraded Devices.
j) Customer wi11 not modify, disassemble or decompile the Software without HP's prior written
ConsP.nt. 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.
k) Customer's Software License is transferable subject to Hp's prior written authorisation and
payment to HP of any applicable fee(s). Upon transfer of the Software License, Customer will
iamxediately deliver all copies of the Software to the transferee. The transferee must agree in
writing to the terms of Customer's software License. All Software License terms will be binding on -
involuntary transferees, notice of which is hereby given. customer's software License will
automatically terminate upon transfer.
1) HP may terminate Customer's or any transferee's Or aublieec cc*n Software LiCen3a upon notice for
failure to comply with any applicable Software 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 or data in Customer's or
transferee's or sublicensee's database, will be removed and destroyed or returned to HP. with HP's
written conucnt, one copy of the Software may be retained aubsequent to termination for archival
purposes.
m) 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 PAR 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 J.n Exhibit U1 Js affixed to the Software media. Customer further
agrees that the Software has been developed entirely at private expense.
11. INTELLI=CTUAL 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), del!-verrd under these HP Terms and Conditiona of Sale and Service infringe a
Patent, utility model, industrial design, copyright, trade secret, mask work or trademark in the
country where Products afe used, sold or receive support, provided Customer:
1) promptly notifies HP in writings and
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HP TERMS AND CONDITIONS OF !SALE AND SERVICE
Exhibit E 16
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, tip 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) Product use 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
asaemh1l" for the planning, coneetruction, maintenance, or direct operation of a nuclear fociij-ty.
Customer is solely liable if products or Support purchased by Customer are used for these
applicatlons. 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'a liability is limited to:
1) payments described in Sections a. i) and 11. b) 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 or any other term of these HP
Terms and Conditions of Bale and Service, up to a limit of U.S.$1,000,000 or the amount paid to
HP for the associated Product, whichever is less.
c► Notwlchstanding Section 1Z. 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.restorationt
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 Or SALE AND SERVICE ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES.
13. GENERAL
a) Transactions may be conducted through Electronic Data Interchange ('EDY") 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.
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[a f
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HP TERMS AND CONDITIONS OF BALE AND SERVICE
Eshiblt E16
d) Neither party may assign any rights or obligations hereunder without prior written consent of the
other party. HP may, however, assign any rights and obligations hereunder to another Hewlett-
Packard entity at any time subject to written notice.
e) Customer who exports, rs-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. HF may suspend performance 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 hereln wilich by their nature extend beyond the termination of any sale or license or
Products or Support will remain in effect until fulfilled.
h) If any term or provision herein is determined to be illegal or unenforceable, the validity or
enforceability of the remainder of the terms or provisions herein will remain in Lull force and
effect.
i) Customer will not register or use any internet domain name which contains HP•s trademarks (e.g.
'HP", "hp" or "Hewlett-Packard") in whole or in part or any other
similarname which is Conlusiogiy
thereto.
j) 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 Servicz, which may nut be Changed except by al, amenaluwtat a.egtled by an authorized
representative ar each party.
Ei6
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00
J a • • e 1 HP UPFRONT SERVICUS AND HP SYSTEM SUppORT
MrMbit SSs
HP Uptront Services and HP System support are governed by this Exhibit and the HP Terms and Conditions of
Sale and Service, HP Business Terms or HP Global Agreement,
1• DEFINITIONS AND SERVICEg INCLUDED
a) "HP System Support Upfront Services", "HP System Support options and Products" or eluply �Hp
upfront Service," "Ears to HP•s offerings for hardware, software, network, SAN (Storage Area
(depending
and Mission Critical support. UP Upfront serv!•cos.axe offered in 1 to 5 year increments
eitheratthe ttimeH oPU productfront Service purchased), and are avatlable for purchase by the Customer
Upfront services are�bein purchase' or Prior to installation of such products for which Up
g purchased,
UP
b) software, network, System 'Support Service," or. aimply HP -
software, Support" refexs to HP'a offerings for hardware,
cotSAN (Storage Area Network), and Mission Crit%al support. HP System Support is
available on a cOAtX&Ctual basis either.for a rimed period or or open-ended (Mevergreen"} basis
(note that these are not part of to'a 'Upfront Services offering, as defined above.) HP System
Support Services are also rafexzeci tows ^contractual support".
c) Certain fenturea of HP Upfront Services and HP system Support Services are optional and stay be
Purchased upon request by Customer. Standard and optional features for HP System support Upfront
Services and Hp System Support SeLvi.re, covering HP and specified non -HP systems, are described in
the applicable Technical Data sheet and will be provided pursuant to the specifications set out
therein. Technical Data'sheets are gives to Customer and become an integral part of this Exhibit-
enti service feast+red have prorequiaite6 and/or ongoing requirements for Customer to receive all
Some cement e.
2. PREREQUISITES
Hr will determine, Oyfront Services andat 1ts.4ir
ols discretion, whether Customer adequately meets the prerequisites for HP
HP Syat"% Support as outlined in this. Exhibit.
a) Uniform Coverage. All HP hardware and software products that are part of a single support order
must be covered at the same HP Upfront Services ox HP System support level, similarly, the
duration Pnr:[od fox such coverage must be coterminous.
b) Connectors and Cables. All products covered under HP Upfront Services and HP system Support must
bas e interconnected by cables or connectors listed in the appropriate manufacturer's documentation
availaabble.&L HP with
S andard sserevice a rates. that that do not meet this requirement, service is
c) software Support. All hP systems for which execution of diagnostic tests is software -dependent
must, at a minim m, be covered by.HP UPEront Services or XF System Support that provides periodic
software updates.
d) Coverage Requirements. For orders that include Software 'Support, all systems (including PC Server
systems and XP storage devices) that axe supported by one Customer system manager, except PC
clients, must be covered by either. HP Upfront Services, HP System Suppo
contract for Hp software support service. rt of an existing custom
e) }tight to Copy DocuAtvatation.
covered by Customer pray copy documentation updates an HP Upfront Service or an UP System
ase for use with other Systems
support service that providers software support.
software for which Customer has rP
Y) software Licenses. customer can purchHUpfront Services and HP System Support only for HP
to licensing terms ightt'ully acquired an appropriate HP software license (pursuant
in Exhibit E16.)
g) Software add Documentation updates- For each software product covered under UP Upfront Services
and HP Syatpm Support, Customer moat select, if applicabla, at least one Copy of software and
documentation updates by designating the appropriate media options.
h) Designated Callers and Training Requirements.
Center must be designated and trained through the Following Customer contacts for the HP Response
Completion of the appropriate HP training Courses as
defined by HP: Customer system managez(s) and alrernate(s), storage syatam managerts) and
alternates, for HP Upfront Support or Hp System Support services that include SW coverage; after
normal business hours .Authorized caller; if applicable, network, including storage network
operator and alternate; if applicable, application software manager and alternate; and if
applicable, additional HE Response Center callers, which may be subject to an additional charge.
i) Ordering Guidss. For:ordera that ina.iude Software support, Customer mast purchase the HP Upfront
Services .or the HP System Support that corresponds to Customer's processor type, processor
quantity, application software, and 3_f applicable, storage system device type and data capacity,
Rev)eion Date 16-1an-2002 Page 1 // 7
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i w e 1 fir UPFRONTA7EO. CES AND lit• Sa.A74Em SUppOR
Exhibit SSS
7) Remote Support. POr HP to provide remote support, Customer must give authorization and provide
access to h remote support connection, either Internet based or qualified
to one voice-gredo telephoxso line Arid one' data-�• as well as access
terminations, or equivalent, near the ayatem. For storage devicesne using inContinuousw Track with
=natant 8upPDXtta&h Enterprise F.+i on, a data quality phone line must be provided for -phone-home^
diagnostic technology capability. For
some service levels, Customer must allow HP to install and
as Specified
iiP lain the *pace for at3e access to HP -provided equipment, as we11 as provide connectivit
as apeciffed in the applicable Technical Data sheet for the service.
k) HP 1't Resource Center, HP IT Reao �
browser, uxce Center to available via the worldwide web. With a Web
Cuotomer can access the IT Resource Center.
electronic services. Designated callers rTP access is required for some
who submit UP Response Center calls Resource Center must meet the SAMS training requirvia the HP IT
HP support tools available via the HP IT_Re Customer system manages. nee of
License Terms, esourCa Cemanta as thenter requirep agreement to the HP Support Tool
1) Minimum Network Configuration, CUStteemr
under UP Upfront Services and HP system pp have
network environmental a support to
ulsport customers
upprs are excluded
at least one system on the network covered
purchase network support services. Storage
from this requirement.
m) Country Boundaries. _ All systems Supported by one Customer system manager must be located within
the same country.
n) Eligibility. To be eligible for certain coverage levels and support offerings, Customer
must meet
the HP -specified minimum monthly billing amount.
o) Central Order Group (selected products). (This provision only applies to Customers who purchased
certain HP System Support Services.) Hp system Support Service central order group moat have only
one Customer system manager. HP rcill.desi,gnats the central order group in Customwr'a environment,
usually Che system w1Lh'the rastest processor speed and largest number o£ users. Seth the central
order group and add -on order group* must be of the same HP'or non -HP product family and most have
the same Customer system manager.
3. SERVICE L)MMATIONS
a) Hardware, software, §AN slid Network Support. Any services involving hardware,
network -related problems not covered by HP Upfront services software or
or HP System Support will be subject
to UP's standard service rates_
b) HaXimum Use Limitations. Products operated in excess oZ their maximum usage rate (as specified in
theand HproducPSysttem 's Technical$uppOrtbut )acanter sheet or operating med manual) cannot be coverby HP Upfront Services
be serviced At HP's standard service rates.
c) obsolete Products. HP may cover obsolete hardware and software products specified support period using reasonable efforts as determined by HP. that are beyond their
a) Interfaces and Accessories. HP may cover cables,_Connector$, 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 kP System Support only
for the current and immediately preceding versions of HP software, and only when the software is
used with hardware that is included in Hp -specified configurations. If support coverage lapses,
$elected non -Hp
Duty w 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 HP System Support only for software versions that are
documented as supported on specified configurations.
i) Non -HP Software. Support for no software covered by lip'* System Support services is limited,
unless otherwise specified by Hp, to telephone assistance, and if available to HP from the third -
decision software vendor or other appropriate provider, patches, workarounds, and updates. ird-
decision with respect to how long HP Upfront Services or HP System support will support 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 either non -HP or HP products, unless otherwise specified by Hp,
h) HP software an Non -HP Systems HP Upfront services and HP System Support for specified HP software
prpducta used with designated non -HP systems provides the following features: phone-in-asaistance,
software assistance, software problem reporting, call submittal, licenHP IT Resource Center, HP information.access and
se to Use software updates, and patches_
i) >:scalation y oneCustomeement.
supported by one On -site assistance .for critical software problems is limited to systems
r system manager and situated within a L2,5-mile (20-kilometer) radius of
SS5
Revision Date 16-!sn Z002 Page 2 / 7
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HP U'IZONT SERVICES AND UP SYSTEM SUPPORT
Exhibit SSb
each other. Systems, situated beyand this distance limit that rayuire on -site assistance will be
subject to additional charges at UP's standard service rates.
j) Access to tex Hp Reaponss Centec. HP R993Ponse Center use is limited to the Custo
for the opeYatiag system and subsystem software; iP applicable, the networkCustomer system manager
network, including storage networks; if applicable, the application software manaOperator
(a for r the
sac),
family of HP application software; and, if purchased, the after-hours coverage system mans
additional a Fable se center callers. in the absence of an of
Center is available to their designated allcrnatea. y these managers, the HP Res, and
Response
k) Source Code Support. For HP source coda, or non -HP software covered under HP Upfront Services and
HP System support, assistance is limited to problems that can be duplicated on the current version
Of the object code of the particular software, HP charges cuatomesr at 3FP•s standard service rates
for any other required asaistance.
1) re Magnostie Software (selected products). HP is not responsible for loss of Customer business
revenue if HP Diagnoatic software, HP High Availability observatory, HP instant Support Enterprise
Edition, HP Continuous Track, or HP remote fault manager software daea not identify, track, se
remedy system or peripheral problems prior•to actual occurrence,
or
m) Network Software .Coverage without Network Support. Support for FiP network aoftware that provides
software uz node connectivity is lilmited to product -usage and problem -solving assistance and
software
update materials, unless network support is purchased.
n) Travel Zones. Customer sites located beyond 200 miles (160 kilometers) of a primary HP support
Responsible OffScs.may be subject to travel c repair co>cmeitmcnts, and reduced barges, longer response tisuas, reduced restoration or a
coverage hours as specified in HP�s Worldwide Customer Support
primer_ Hp uppor Directory. Aval,labi.lity of some coverage levels is based on distance from a
primary Hp Support 'Responsible Office.
o) Exclusa.ons. HP Upfront Services and Hp System Support do .not include assistance that involves
Program development,, coding, isolation of coding problems, implementation assistance (except tor
Telecom Critiddl.'su8port and certain Mission Critical services), data recovery regardless of the
cause or data lass" or hardware malfunctions, and problems or investigation time relating to the
use of privileged erode code on HP 3000 systems, include Consulting i+rheas a CoHP Upfront Services and HP System Support do not
nsulting option has
System Support are nbt a substitubeen purchased. HP UPrrOnt Services and AP
te far any formal training offered by HP.
p) subiecL1totlo Some HP Upfront Services and AP System Support features and coverage levels are
j cal availabil.lty.
Consuma
q) Support tea, u"z -Replaceable Parts, and Maintenance Rita. Hp Upfront Services and HP System
Support do not incl„ag the provision and installation by HP of conUpfrones, user replaceable parts
or maintenance k3.ta..
r) Out of Coverage Hours. Customer requests for hardware and software s
installation and configuration services
be subject to HP , that are scheduled after HP'snerrmai bruvsii eas a= for HP
standard service rates (unless Customer has hours may
Services or 8P System Support which proves for such servi purchased the applicable HP upfront
hours), cos outside of AP s normal business
4. cU3T0mER REsPONSiBRITIEs
a) Product List, Customer must maintain and Provide to Hp a curr
HP Upfront Services cut list of producto supported under
.and HP System Support,
b) Access. Customer must provide HP with the following:
1) Access to .the products covered under HP Upfront Services.and RP System Support.
2) Adequate working space and facilities within a rea3onab3e distance of the products.
3) Access to and by RP use. of all, infoacation, internal resources, to se>vvico.the pr6dlfcts: and facilities determined necessary
4) For the scheduled support level, Customs-, 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 workspace, 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 mogel ,,umber serial Prepared to pravide this informetian.to�HP upon req est. and current failure symptoms and be
b) Locate all failed units to'be repaired during a scheduled visit at the designated work area
before the HP Customer Engineer arrives.
SSG
Revision Date 16-Jan-2002 Page 3 / 7
Ravisioai Number 1
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1aV&ar
HP UPFRONT SERVICES AND HP MTEM SUPPORT
Exhibit SS5
C) Call HP the workday before the day of the scheduled v-tsit to provide Information regarding
the number and type of products requiring repair.
c) operating Procedures. Customer must trollow routine operating proccdures
mas"facturer's Product operatIO11 manual (s) . as s
pecilied in the
d) Usage Charges. CU19tomer saint allow HP to install or remove usage meters on
electromechanical devices. Usage charges may. be Charged separately.
sPflclllfld
e) Diagnostic/Maintenance software (aeiected products). Customer must allow i1P to keep system and
network diagnostic and maintenance programs resident on Customers system or site for the
exclusive purpose -of perfozmin
Edition requiring a 'su g diagnostics and maintenance. For Instant Support Enterprise
required updates and patch node, the and must maintain and Support the support node with the
placing a service 'requestieto HP, to submitting arflaoftware problem report to HP, and prior to
supplieEdition programs' Customers with HP Higoh�Avallabilitquired
to assist HP in running these HP-
capabilit r with HP remote fault management software Obsermusa uaey` UP Instant support Enterprise
that y it provides to inform Hp o=_events identified b the electronin data tranafer
Customer has no ownership interest in diagnostic hardware for $ottware. Customer acknowledges
HP may remove these diagnostic programs and soLeware provided b
devices, or remote access devices any HP�-owned modems, workstations or a HP and that
upon termination of Hp Upfront Services and S Cs' network
€) Instant Support EnterpriseSystem Support -
provides the support Ed�ti-on (23EE), In the TSEE - Data Center Configuration (DCC), when HP
node to the Customer, customer may only use the I3EE and any or its
c�onents for purposes of ISEZ unless requested to do so by HP to facilitate delivery of
services, when 30 requested, Customer may only use Che TSEE for the gufacili covered b
Permission. Cuatome-r will be liable to HI, for any a the reE fo
y Hp,s
use of the TSEE or.any of its c ng from Customer's unauthorized
network, omponents, or from the Customer's unauthorized access to HP's
q) High Availability. Observatory (HAO), The RAO consists of hardware, software and, if applicable.
documentation, owned, And operated b
feature of certain Mission Critical P, installed in Customer's specified Site. the HAO is a
Continuity support), and is support offers (Critical System Support and Susinesc
HP's express consent otherwise, to facilitate delivery of HP services to Customer. Except for
requested to. do so b , Customer may not use the Hilo or any of Its components unless
use the RAO for the y HP to facilitate delivery of services_ when so requeaLud, Customer may only
losses resultingI purposes Covered by Hp's permission. Customer will be liable to HP for any
from Customers unauthorized use of the HAO or any of its
Customer's unauthorized access to HP's network, Customer's li components, or from
ssgPledge,
sottxare.:or documentation is non -transferable. Customer d right to use the HAO
assign,pledge, or iti'aay wdy encumber or convey the HAO or an may not se11, transfer,
h) Revision Lev Y portion or components thereof.
Levels. Customer must maintain aft associated system hardware and firmware, except PC
systems, at the latest HP-apeCified Configuration and code revision level. For PC
Customer must maintain all associated system hardware and firmware at a revision level specified _
by HP• customers must maintain HP -supported systems,
HP. PP ted non-gp software at a code reviaion level specified by
i) Telecommunication Charges, Customer is
with using HP IT Resou;Ce Center and with insCallinq and maintaining ISDN links
responsible for all telecommunication Charges assoCi,Ated
connection, or HP -approved alternatives, to the HP Response Center, including as and Internet
the HAO. q they reface to
7) Temporary procedures: Customer is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sought.
kY E'iles, vats and Programs. Customer is responsible foie maintainin a
Products to reconstruct lost or altered Customer files, data or ro q procedure external to the
1) Safe Env p gTa°°s
lronment. Customer will have a reprsaentative present when HP provides support services at
Customer, g site. CuStomet will notify HP if Products Sze being used in an environment, which
Poses a potential health or safety hazard to Hp employees or subcontraCtoza, HP may require
Customer ed maintain such products under HP supervision and may postpone servi.ca until such hazard
Is remedied.
5. SORWARE LICENSE AND COPYRIGHTS
a) Updates.
1) HP grants Customer, license to Use Software updates provided by Hp under the Hp Upfront Seic rves
and HP System Support that provides software support.
2) In addition, HP grants Customer a license
HP for each Hp software Product license for to Use and make one co PY of the updates received from
which Customer hs4 purchased HP Upfront Service8 or
Revision Date Mian-M
RevWon Number 1
Date SU Jan 2002
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e
i .... 1
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'HP UPFRONT SERVICES AND RP Sys=M SUPPOST
Exhibit SSG
HP System effect Support support. The license to copy updaC9s on additional._
systems are not avathat provides software
ilable tor HP 9000 Serte9 1500 systems.
3} Licenser Agrees the license to Use and governed by the HP Software
License terms in eeffect on the date Hp ships Ccopy updates are
he update to Cuatoov The HP Software License
Terms are hereby made a part of this Exhibit.
b) HP Update CUMership. Customer
interest in the u acknowledg
updates exea that it does not own and has no right to, title to,
except as set forth in the applicable e HP Software LicensTerms, or
c) Copyright and Trademark Notices. Customer agrass to reproduce and conspicuously affix copyright
and trademark notices from the Original software or documentation un each
Customer makes or obtains from an electronic data source. y that
copy o! an update that .
6. A)SCELLANEO(JS
R) Subcontractora. Notwithatanding anything to the contrary in HP Terms and Conditions of Sale and
Service, HP reserves the right and Customer conaenta to EIP's use or
subcontractors to assist in
toaCustomeron of HP Upfront Services and HP System Support as UP dooms appropriate, without notice .
b) Replacement Parts. Replacement parts provided under UP Upfront 8ervicea'and HP System Su
include new parts, equivalent to new parts, parts that are functionally equivalent or support may
the replaced part, or whole unit replacements. superior to
C) Attachments. Customer must comply w
this Exhibit, if any. ith the terms and conditions of the additional. attachments to
d) HP Product Warranty Upgrade. If HP System Support Service that provides hardware support
Ordered with the initial purchase or lease of HP hardware products with a 90•dn is
or 1-year return -to -HP warranty, the service level ordered or the warrantyY on -ails warranty
A -year provides the better service level, will be provided during the on -site warranty period.
g level,
A -year return -site 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 additichal charge during the warranty
period for most hardware products.
e) warranty Status of po w Products.
Exhibit, irrespective of wNon-HP products will be serviced in accordance with this
arranty status.
!) Cancellation. Ir HP'UprKmt*Services are canceled, Customer will receive.a pro -rota refund only
for the unused prepaid aerVirea, ,
g) Financing. Financing Ag1f HP npiront services are financed as part of an HP Financing Agreement, the HP
reement terms and conditions regarding cancellation will govern.
Sections 7, 6, and 9 apply only to Customers who purchased RP System Support Services that incl
multivendor network coverage and/or warranty maintenance managezzent services, ude
7. MUIT}YENDOR NETWORK COVERAGE
The additional terms and conditions in this Zoection 7 and in section 9 Support services that include multivendor network coverage, apply to orders for HP System
aD Affiliates, Hp has deve
assist in the loped working relationships with select vendors, known as Affiliates, who
delivery or multivendor support. during multivendar For purposes of HP's appointment as a Special Agent
network. Coverage, non-Af8iliate refers to other vendors Of products in Customer's ..
,
b) performance of Affiliates and Non -Affiliates. rmance or non-performance
Of Affiliates and non -Affiliates, theiHP is not liable for perfar pzoducts, or their support services.
c) operational Network. HP must verify Custome' rs network as , including 'LAN/iP?(
fully operational before HP System
coSupport ServiceN network, and Storage Network Environmental support coverage
mpletion sofrerequis Mi i-s.deemed to be met if HP System Support Service coverage commences. upon
rvv
verification et Hpp's standard
ksericegrates�n or assessment services. otherwise, HP performs
d) Supported C-onnactions, Hp must agr" upon all ractwork Connections and products covered under
HP System Support ser'wide with network clb rage_ _
e) Service Requests.. non -HP product or Prior to' or after placing a service request with HP, Customer will run HP Or
network diagnostic self -teat programs, as appropriate. customer must than
Revision Date 16Jan•2002
Revision Number l
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U' UPFRONT BERVrCES AND E[p SYSTEM gUPPOR.T
Jr;xht6lt sets
contact the appropriate product vendor if a specifiic product is found to be at fault. U
room HP during a service call, Customer will enable the connection to xP via
tool if applicable, Pon request
the network Support
f) Network Information. Customers without
must identify current
Product version number the HP network support tool installed
customs s and system coatiguration information for all _
> must notify HP when major topology changes occur on the network.F products on the network.
g) Non -HP Service Contracts. To take advantage of TV System Support Service bane=its, Customigr must
Purchase service contracts from Affiliates and non -Affiliates that maintain appropriate support
service levels for non -AP Products-
8- WARRAN'ry MAIMMANCE MANAGEMENT
The additional terms and Conditions in this Sac
tior=
Support Services that Include and in Section 9 apply to orders fox -HP
Hp
y maintenance
8
managemlent services_. System
warrant
HP Provides warranty maintenance management ror designated non -HP hardware products l.f AP is a
a Special Agent as set out in Section 9 during the warranty period of the non -AP
mane appointment as a Special Agent duringwarrant, purposed as
manuracturera of the deal maintenance Product. For purposes of
designated non -HP hardware Y management. non -Affiliate refers to
manufacturers who are obligated to provide Services
or authorized service• providers for such
rvi.ces during warranty.
8. APPOINTMENT OF HP AS SPECIAL AGENT
These Corms and conditions are effective only when Hp offers and customer appoints RP as g Special in dealing with specified non -Affiliates duri.nq multivendor
maintenance management, as evidenced b problem management or during warranty
attachment whon necessary. Y execution of an attachment to this exhibit_ HP providea this
a) Scope Of Agency. Upon appointment,
Specified non -Affiliates in the Customer authorizes HP to represent Customer in dealings with
process of network fault isolation and problem resolution, or
management of a. service call during the warranty period rot non -HP hardware prod ta. NP°s
authority to represent Customer is :^;ted to the following activities:
1) HP directly contacts non -Affiliates for the purpose of (a) initiating a aervice call by n non -
Affiliate for xamdte or on -site assistance with Cus.tomer's network and aQuipment, or
maintenance
non-7►* iate's.(speCified in Appendix A to the appointment attachment for warranty
maintenance manege�nt) !b)
performance or its obligations only during the warranty period.
2) Up directly follows up with non -Affiliates throughout the network problem resolution
until the non=ltp hardware warranty problem is resolved. process or
3) Hp facilitates COAmuniCation among non-Affl Uates and between HP and non -Affiliates in the
process of network rault isolation and problem resolution.
b) Relationship between Parties. This ann„c.,�e
i) between kP and Customer om its erpployeea. e construed to create the relationship of employer and employee partnership or joint venture
b
2) Preclude or room pfrom•aeting as a
Parties, or Special Agent for multivendor problem management for other
parties. irrfdxming warranty maintenance management for non -Hp products for other
3) Preclude HP from continuing in the business of is also in the business of providing s multivendor problem management, even it Customer
g similar services,
d) Allow Hp or Customer to use each other's trademark or trade name in any manner.
c) Customer Responsibilities for Appointment.
1) in order to appoint HP as a Special Agent, Customer must sign the attachment provided by HP.
2) Customer most write letters ot._nofifi*Ati.on to specific non -Affiliates liste4 in the appendix
be the appropriate attachment. These letters moat explain the scope of agency and a copy must
parties. sto �'. The appendix can only be modified•in writing upon mutual agreement of both
3) Customer must provide AP with a
resPective names, model list Of non -HP prodcxcta on the network, including along with copies of a numbers' serial. numbers, and firmware and software revision numbers,
pplicable support contracts for these products.
RevWon Date 16-Jan-2002
HWSion Number 1
P1 Aare 30 Jan 2002
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too
l 4v• n1
HP tW RONT fi)&RVICES AND HP SY3TRM SUppORT
Exhibit SSG
9) Customer must provide HP with, and keep current, a list of the non -Affiliate contacts
list of the non -HP hardware products for which HP will provide warranty maintenance mans
g products and a
including �
Period and service level,eand Product's serial n�bers, dates of purchases/deliver gent,
. of applicable, software license and revision numbers.
warranty
S) Customer must Provide AP 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 proo# of
validating warranty for non-qP hardware products .for which HP will provide warranty purchase,
Y maintenance
61 Customer blast provide to HP in writing all inforMation that may operation or cost-effective maintenance of the network, or on the war>anty maintenance
management of son -HP hardware r y have a direct effect a the
products.
7) Customer understands obligate RP beyond the the .LS.m'ted scope of NP's authority as a Special A ent and agrees not to
terms and conditions Get out in thla Exhibit. g
8) Customer ia..eolely responsible fox
transaction. that requires a purchase orders Pox non -HP fly with non-Affilifltea Concerning an
9) Customer must support services. Y
submi-ssioa
directly from cam` r.Claim during warranty if a non -Affiliate requires such a
d) Aa,cif.tionel provisions. _
1) Umitation of Liability_ NP .0 not jA4+1� for any damage er Claims made against Customer or Hp
that are Caused by HP's faitura to Perform 1.ts obligations under section 9
contracts with non -Affiliates.
or by service, _
2) Indemnity. Customer agrees to
loss, including' attorney,e Pees��rredfY �as and oresld UP
thouy cifrom nim that liabDleity, expense, or
Up
cu any third parties that arise out o.E HP's discharge of authorized duties .as srated4iisret or
contract failure to perform its obllgaCions under Section 9 of this Exhibit or the service
contract with
this Exhibit. such third parties. The indemnities provided here will survive termination of
Revision Date I64an 2p02 Page 7 / 7
Revision Number i
Date 90 J umv 2009
06/26/02 WED 13:22 (TX/RX NO 88571 Q 013
EXHIBIT B
\ v
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
(combined single limit permitted):
5
I Coverage and Limits
6
Bodily In-iga Property Damage
7 Hazards Each Person Each Accident Each Accident
8 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
9 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
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
16 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.
23 4. Such other endorsement as may be required by addendum hereto.
24
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. _Certification of the following_ roofs by the insurance
25 a -Rent 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
SUPPORTING
DOCUMENTS
v i . e-L- vc. r i 1 VJ • vV 111 • LCUHL.LGt' 1
o
. rHA ; c5eci ZieU 14s�y �96E 3
a
1 SUPPORT SERVICES CONTRAt;:'1
2
3 THIS COdyTRACr is made, entered into and executed in duplicate originals, either copy of
4 +Pt1\)i5r
which may be considered and used as tiro original hcroof for ali purposes, as of this jq day a ;
5
2002, in the City of Veiiion, County of Us Arrgelcs,
G
7 BY ANI) BETWEEN '1IM CITY OF VERNON (heroinaflor
rcferrexd to as the "City')
8 4305 Satnda Fe Avenuo
Venion, California 90058
9
AND 11C3,WLIrf r-PACKA1W CO.
10 (hercinailcr referred to as tite "llewlett-
Packanrd")
I 1 8000 Foothills Blvd., MS 5636
Roseville, California 95747-5636
12
13 W1313REAS, the City's police Dopartrvent needs Annual soilware support seevicos for
14 sonware that operates and integrates the Records Management System ("RMS"), the Computer Aided
15 Dispatch System ("CAD"), and the Mobile Cot»puter Terminals Syste rn ("MCT"); auxt
16 WHEREAS, the hardware and soAware that operates the RMS, CAD and MCT are
17 1lewlutt-Packard products that wcLv purchased through Systems Technology Associates, lttc; rend
1S WHEREAS, the currantannual nnual soaware support services provided by Heivlott-l'ucknrd
19 will expiry on June 30, 2002, unless renewed; and
20 WHEREAS, Howlett-Packtud prepared a Proposal No. 57630047, Suppoet Identifier
21 M10413033, dated May 9. 2002 (hereinafter the "Proposid"), a copy of which is attuched hereto as
221 Exhibit "A' and made a hart hereof, that identified the support services to be providcd frorti July 1, 2002
23 through June 30, 2003; and
24 WHEREAS, Hewlett-Packard has advised the City that it can proviido the necessary
25 support services for tho RMS, CAD and MCT as provided for it) tite Proposal; and
26 W1lEREAS, the City desiros to enter into an agrecanorit with Hewlett-Packard to provide
27 for the annual support services necessary to maintain the software products operating Hie RNIS, CAD
28 and MCT as contained in the Proposal.
n'I /rn - i coot goo >QC *nN u84
H 10N30Shcd I OA 1 10 Wd L9 : 2 h I Nd ?00z-K—Nf1f
%Y (/ C.0 VC rI I VJ • V,-) ! V • LCt**_Vtt 1 fA(:3523 &26 1439
PEE 4
r
1 NOW, THEREFORE, T1113 PART,U,S !puttKTO DO MUMALLY AGREll A,S Sls'1'
2 FORTH HEREIN:
3 1. Purchase. Hewlett-Packard agrees to provide support Service for the soitwnre
4 products operating die City's RMS, CAD and MCT as set forth in the Proposal attached as Exhibit "A."
5 2. PrLeg. Consistent with its Proposal, f lewMett-1'ackard agrcus to provido support
6 service for the software products ibr the period July 1, 2002 through June 30, 2003, for tic suns of Foy-
7 Throo Thousand One llundred Sixteen Dollars and No Cents ($43,116.00), excluding taxes.
8 3. P.8yanent Terms, The City agrees to pay Howlett-PacLurd the sutra ofTlirce
9 Thoustutd Five Hundred Ninety -Throe Doliars and No Cents ($3,593.00) per month for the licriod July 1,
10 2002 through Juno 30, 2002, under Option 2 of its billing authorization --providing pUrchaso orders for
11 the coverage dates speckled in the Proposal. Said purebase order shall reference Proposal No.
12 57630047and Support Identifier No. M10413033.
13 4, ConfiLcOLAL Ipfori3mign
14 A. Access to CM OfQ intion. IThe City niny provide llckvlcti-
15 Packard with, or allow Hewlett-PaekW access to, curtain infomiation not available to the publio
16 concerning, but not lianitcd to the City, or businesses located in the City. 71e information may include,
17 but is not limited to, company information, taxes, sales, value of assets, utility usage, tic Policy, or other
18 such information. All such information shall be known as "Confidential inforanation" and may not be
19 used to circumvent the responsibility of either party to this Contract.
20 B, No Qj,p9jp urr9. Exccpt as expressly perinittcd, l lowlett-Packotxl shall
21 not disclose, permit the disclosure of releaser, dim—mina(c, or transfer, whether orally or by any otlicr
22 means, any part of such Confidential Lnformation to any other person or entity, wheihur corporate,
23 governmental, or individual, without the express prior written consent of all authorl ed ropresentativc of
24 the City. Hewlett-Packard shall return any written Confidential Liformation, and all copies made of such
25 itctns, to the City upon the City's written request, but in arty event not later than tie date that llewtett-
26 Packard has performed all services to be performed pursuant to this Contract. I-Icwicti-Packard hereby
27 agrees that such Confidential Information tuid any documents provided may ba used try Newictt-P Okard
28 only as authorizod by the City. Hewlett-Packard shall take reasonable uteasures to avoid tiny disclusuro
-2_
n'7 /+,n 1 � coot aoQ ?oc .rw V144 U 1000Shcd i 0n 1 10 ud 9921 I NJ Me-BZ-V
•y • v vt- r 11 w - vV i U • L.CUHL.UCr I
r-Hx : ,cO� edb 1439 PAGE 5
l
2
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G
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12
1,3
14
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16!
17
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26
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of any such Confidential Information to any unauthorized person.
C. Co
jL rLQXdpred Disclo_ �trc. H wlestt-Packard �ahall inintcdiatelynotify
tho City of any court order or subpoena requiring disclosure of Confdential information, and ahull
cooperate with legal counsel in the appeal or challenge of any such order or subpoena, l(ecipiont tatay
only disclose Confidential information requirod to be disc:loscd pursuant to court order or subpocnra W1er
legal counsel has exhausted any lawful and timely appeal or challenge,
ri. Moj.cA. In addition to any other remedies that it may htavo at law or
in equity, the City shall be entitled to a temporary and permanent injunction by a court 0Fcompotout
jurisdiction against any breach or throatened breach of the Confidential Information provisions of this
Contract. Hewlett-Packard acknowledges that in case of such broach or thrcatoned breach ofsaid
provisions, the City would have no adequate re needy at iaw.
5. )MrA . lfcwlett-Packtard shall provide warrontles as snocifie d in the
Proposal.
G. General Provision ..
A. judgMdent C ontracto . At all times during the tern of this Contract,
liewlett-Packard shall be an independent contractor and shall not bean omploye a ortlae city. 'no city
shall have the light to control Hewlett-Packard only insofar as thv resents of Hcavlott-Pnckard's sorvivca
rendered pursuant to this Contract; however, the City shall not have the right to control the yum,"s by
which lIowlett-Packtard accomplishes scrvicevq rotadered pursuant to the: Contract except to the extont t)tnt
such services involve; the use of City property or Confidential lnfonnation,
B. Howlett -Packard shall iaot be eligible for, not claim anybonefits under,
ilia Public Enaploy"'s Retirement System, State Unemployment Insuranco, Disability Im-oranco,
Workers' Compensation insurance, or other benefits through the City as such benefits tu-c cotumouly
eonfarrexi upon employees of the City; provided, however, that nothing conttaincd la�.rcin shall boa downed
to aiTec:t any bandits which may have accrued to the llewlett-Packard while employed by any other
public or private employer, whether prior to or after the ®ffextive date of this C:ontruet.
C. Pre tests of onsultinQ. All products of consulting services, including
I but not limited to computer soiiware. shall become the propcity of the City and shall be delivored to the
-3-
,.,,,.. ,,,,, %1U.1 uMaaanctna V nnt-tn WJ RG;i'l )dd ZOOZ-BZ-V
i "L- wv . G4J v r I cc vc ri i VD -IV 1 U; Ltb HLLJtM I
FAX:323 826 1439 PAGE 6
l City before the end of (lie performauco of this Contract. Bmsio notes and sketches, charts, compulations
2 and other data shall be rmado Available to City without restriction or liitlitation on their use,
3 U. Assigninent and-Sh2Qtrttc&g P[gbibited, No Marty to this Contract
4 may assign or subcontract tiny right or obligation pursuant to this Contract except us providod for in the
5 Proposal or with the express written consent of the other party. Atty other aticiiihtcd or purpoited
6 assignment of any right or obligation pursuait to this Contract shall be void and of iu) effect.
7 B. Hewlet pqand Not Aunt, Except as the City may specify in writing,
6 Hewlett-Packard sliall have no authority, express or implied, to act oil behalf of the Cityiit uttyCapacity
9 whatsoever as an agent, Hewlett-Packard shalt have no authority, cxprossed Or iniplied,pursuant to this
101 Contract to bind. the City to any obligation whatsoever.
11 F, Govcrninu Law. The laws of the Slate of California shall govern the
12 rights, obligations, duties and liability of ilia parties to this Contract and shall also govcru the
13 interpretation of this Contract.
14 0. lndemnificatiog. Hewlett-Packatd Shull indemnify, defend, protect and
15 Bold tic City and its officers, agents laid employees, free and harniless front turd ugdinst ally and all
16 claims, demands, losses, daniagcs, liabilities, linos, charges, penaltios, orders, judgments and all costs
17 and expenses incurrod in connection therewith, including reasonable attorneys foes wet costs of dcl'clise
l R arising; out of the services performed under this Contract, oxccpt,to the extent Arising wont or caused by
19 die sole negligence or willful misconduct of the City, its oft ec s, agents or eniploycos.
20 H. (.�S Mu ohensive Gwneral a4AVLOAlp}itLc 1_ti$itranc . lJowlett-Packard
21 agrees to provide insurance in the airlounts and forms specified in Exhibit " B." which is uttaell0d hereto
Z2 raid nindo a part hereof by reference. Comparable coverage shall be provided for well subcontractor
23 used in the performance of this Contract. Ilowlett-Packard shall submit to the City docullivot;ttioti
24 indicating compliance with these minimum requirements no loss thaaa Ono (1) day prior to tho beginning
25 of perfomiance under this Contract, 1-1owlett-Packard shall not conlntenee porfonnunco of its services
26 under this Contract until d-te above insurance has been obtained and proof of insurance has bccta filed
27 with and approved by the City,
28
.4-
WIN 'a FRRI 999 299 ON Xdd dION30Sd1d I OAIIO Wd 9921 I8J ZOOZ MIlf
•• .. . �-+v v 1 1 c.r_ vc- r i i vu - 1 v 1 U• L :LjHL11tr 1
11
rHx:32'd 826 1439 PAGE 7
1 T. Notig0, Notices to the parties, unless ofhcrwise rccluastcd Jit writing,
2 shall be sent to:
3 City: THE CITY OF VhRNON
4 ATTN: DOLORES FONSECA, PURCHASING
CITY ADMINISTRATOR
5 4305 SANTA FLU AVENU13
VERNON, CA 90058-0805
6 Hewlett-Packard: REWLETT-PACKARD CO
7 ATTN: DONNA MACKEY, SUPPORT AGREEMENTS ADMINISTRATOR
8000 FOOTHILLS BLVD. MS 5636
8 ROSEVILLE, CA 95747-5636
9 7. 11fimAgreement, This Contract constitutes th4 complete and filial expression of
10 tho agrcomont of the parties and is intended as a complete and exclusive statement of the twins of their
11 agreements and supersedes all prior and contemporaneous offers, promises, roproscnlalions,
12 negotiations, discussions, communications and agreements whielt-may have boon ma do in eonnoction
13 with the subject matter hereof All exl0bits are incorporated by reference, HoMott-Vackard ruproscuts
14 (hilt in entering into this Contract, it has not relied on any previous reproswitations or mxlerstandinl s or
15 any kind or nature.
16 8. cfit of A pement, INs Contract shalt bind and bonotit thu pa+rtles hereto
17 and their heirs, successors, and permi acd assigns.
18 9. Bisk of Loss. Risk of loss or damage aball pass to the City and delivery sloth
19 be docined to be complete upon delivery or upon moving into storage at the City's roquost, whichever
20 occurs first,
21 10. )1 Selection, Any action brought relalinbr to this Contract shall bo brought
22 and held exclusively in a State Court in the County of Los Angeles, California.
23
24
25 /Il
26
27
28
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VILO `d C88I 699 ?99 'ON XVJ d ION30Sd1d I On I 10 Wd 69: Z1 I NA z00z-8?-Nflf
v 1 . c " vc r i i 1 c • w , L • L..Ct7HLVr r 1 t" HX - died i5L 146y PAGE: 1
1 11. ,(amendments. All clia►ig�s or modifica6011s to tllis Contract shall bo in
2 writing,, statuig that it is an arucudmcnt to this Contract, and s11a11 be sipcd by the purtics or their duly
3 authorized agents. This Contract s11911 not be niodified tIlrougli oour c of dealing, usat u or trade.
4
5 IN WITNESS WHEREOF, tho parties have caused this Contmet to bo oxecutai by and
G through their authorizcd officers on the date, month and year iirst wriac» obovo.
7
CITY OF VERNON
9
1.EON15 C. MAI.I ua, Mat
w
10 ATTEST:
11
12 BRUCII V. MALKENHORST, City Clerk
13 AFI►ROVED AS TO FORM:
14
15 EDUARDO OLI'VO, City Attorney IIVWLI`sl"l'-1'ACKAKV CO.
16 y
17
Title: -- -- is
1'1
20 Title: CV<
21
(HP) acknowle receq'.
22 - 'd accep or ubject to the t
;.; �u in HP' p Unless o rft
23 ecificai,y L i ► ingby HP, an r terms are,
conditions refei� herein do not a to this ,
24
gna
25
26
27
28
mom
I OAI IO Wd 6921 M z002-9z-Nnr
Doaaa Mackey May 9, 2002
HEWLETT-PACKARD CO
8000 Foothills Blvd MS 5636
Roseville CA 95747-5636
1-800-386-1115 x57806 FAX 1-80o-231.0977
CAPT BENUDIZ
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Support Identifier: MI0413033
Proposal Number: 57630047
Dear CAPT BENUDIZ
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,
from year to year. Cancellation of the support service as well as renew your support
written notice. agreement requires a 30-day
Option 2: Provide a purchase order for the coverage dates specified in the enclosed
referenced proposal.
Option 3: Sign and return the attached Signature Authorization Method (SAM) 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=386-1115 x57806 FAX 1-800-231-0977
Sincerely,
Donna Mackey
Support Agreement Specialist
:IibPOF www_fastio.com
[hpl
I a v v e t
SIGNATURE AUTHORIZATION METHOD (SAM)
The Signature Authorization Method (SAM) may be used to order Hewlett-Packard Company
(HP) Support Services ONLY IF A PURCHASE ORDER IS NOT REQUIRED TO AUTHORIZE
SERVICE DELVERY AND REMIT PAYMENT.
(1) Customer Information
Company Name Equipment Location Address
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
(2) Contract Information
Support Identifier. MI0413033
Proposal Number: 57630047
Coverage Period: 07/01/02 - 06/30/03
[ j This contract is accepted with no revisions.
[ j Are you requesting REVISIONS? Contact your Support Agreement Specialist.
A proposal will be re -issued to reflect your changes and associated pricing
if any. A new SAM form will be provided for your authorization.
[ j Check here if your authorization is open-ended*
The terms within the asterisks apply only to open-ended Support Agreements.
***This Support Agreement is for the period stated on HP's proposal. It will be
extended without modification by consecutive terms of 12 months, unless one of
the parties gives written notice in accordance with the underlying business
terms prior to the end of the respective 12 months.
If modifications of the Support Agreement are °eY. will notify
Customer is writing 60 days before the modifications are effective. Customer
may terminate this Support Agreement within 30 days from receipt of notice. If
Customer does not exercise this right of termination, this Support Agreement will
be continued to the end of the current term with the modifications, and extended
by consecutive 12-month terms. Repricing will occur automatically without
further authorization.***
(3) Tax Information [ j Taxable [ j Tax Exempt Exemption#
(Attach copy of certificate)
(4) Payment Method Do not enclose Payment Please select one of the following:
Please bill me: [ ] Annually [ j Quarterly (total annual amount must exceed $500)
[ j Semi -Annually [ j Monthly (total annual amount must exceed $500)
Charge the annual amount to my credit card.
Check one: [ ] Visa [, j Mastercard [ j American Express
Card Number Exp.Date Authorized Signature Cardholder Name
(Type/print)
(5) Service Authorization and Terms 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 Sale and Service, Exhibit E16, and HP System Support, Exhibit 5. Cancellation
requires 30 days written notice. Payment is due 30 days from HP's invoice date.
Signature Date
Invoice -Address (if different from
Equipment Location)
Printed Name E-mail Address
(6) Completed form should be returned to: Phone/Fax
HEWLETT-PACKARD CO
8000 Foothills Blvd MS 5636
Donna Mackey
Roseville CA 95747-5636
1-800-386-11 is x57806 FAX 1-800-231-0977
:IibPDF - www.fastio.com
1 a V p
QUOTATION FOR SUPPORT SERVICES
PACKAGE SUMMARY
CITY OF VERNON
f:3i� 'uu�"�.r+�ye;{ •;fir � t:t!rt::`,r---'-a:r,}:i:-5:;•.jnc:' "x. ,,,.,,,
GI.�.".:.�:�n tr8�- �-<:�.;. �'�•���••-.%.. '•. �i"ietii�:- ��t `'-b' ^ .• ."'• ,<,.
1 • 5763OD47 2417F98E4 HP MV sanded Recovery Ptoac4ve $ 43,116.OD
Total Support Price $ 43.116.00
NOTE:
All quoted prices are valid for 90 days from May 9, 2002
Total Support Price includes all discounts.
Please see the Summary of Charges page for the expected billing by invoice period.
Taxes have been added at current rate, however, tax rates will be those in effect at thetime of invoicing.
Subject to Hewlett-Packard Company (EM Terms and Conditions of Sales and Service, Exhibit E16.
Please direct questions about your agreement to your Support A
Donna Mackey greements Administrator:
HEWLETT-PACKARD CO
8000 Foothills Blvd MS 5636
Roseville CA 95747-5636
1-8W-386-1115 x57806 FAX 1-900-231-0977
Please reference the Support Agreement (Number on any corn
espondeoce or inquiry. Ma 9 200�
(,IibPDF . Y
www.fastio.com
_Hardware SYSto 1 Contact
DOLORES FONSECA
(323) 593-8811
CUSTOMP,R CONTACT INFORMATION
Please names, addresses and telephone numbers -
with anyy changes. Contact your Hewlett-Packard Support Agreements Administrator
cha nges.
Support Agreement Contact
CAPT BENUDIZ
(323) 587-5171
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Software System Manager
DOLORES FONSECA
(323) 3834811
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Support Materials Ship -To
DOLORES FONSECA
(323) 583-8911
CITY OF VERNON
4305 SANTA FE "E
VERNON CA 90058
RESPONSE CENTER CALLERS
Software Support Primary Caller:
Alternate Caller: DOLORES FONSECA
....After Hours Caller: PLEASE PROVIDE
PLEASE PROVIDE
For HP lmand Use Only: 0033372499E
SUPPon Order Number:
:hbPDF - www.fastio.com
(323) 593-8811
Agreement i
Page t
May 9. 2002
s
SUPPORT IDENTIFIER: M10413033 AGREEMENT START DATE 07/0002
SUPPORT AGREEMENT NUMBER: 2417F9884
PROPOSAL NUMBER: END DATE: 06l30/03
57630047
SUPPORT SERVICES SUMMARY
.. �w�<�ra?�%:wc .. ."o-s:�.'-?a.:y3x�'w�::•�x .....?c.+xo-•
'v:w::%abt:u-.i..,r.�'�mY�.�„^ :;9+�:i %� J'{5,;:^i2: ".,HJ.'.:�'it?fi°:''•".+�f.'':�"•+`....�r."'�S;<i`.��{,'j;iy^�'•':^{'�..�..,......j :A�.v:c4:%"`..f'•f;?{:'^�
..x.., .. ac.,-i,.:4.: a.+r,:i +v..:-r.'�•;: �����({v�� ���},{i'�c%v v, . : �.A,:r: .v�.: Ay... ..,
.iif �Li.:v:+:Li Yv=Ar� ��i4G:+vfi=�.5-�'�: M�.�\R�H: fi���;�� : -:... •. 9
H9080AA HP MV Standard Recovery & Proactive 1 S 43,116.00
Hardware Support Declined I
PSS for PC Servers I
ASE on -site day 8
Unlimited Phone-in Assistance I
24x365 Phone-in SW assist eligible prods I
Tots! Quotation Price $ 43.116.00
NOTE:
Please see the Summary of Charges page for the expected billing by invoice period.
All quoted prices are valid for 90 days from May 9, 2002
Subject to Hewlett-Packard Company (EEp) Terms and Conditions of Sale and Service, Exhibit E16,
and HP Upfront Services and HP System Support, Exhibit SSS.
L--�
For HP Imemal Use Oily: OD33372499S
SuPPoR Order Number:
:IibPDF - wwwJastio.com
Agreement I
Page 2
May 9. 2002
a �[(�}} ri �x e�i.{Cai•` $} Y Y G i- -. f F ft .e°n Y
` � �
M1.4 4"0
(�ee
SUPPORT IDENTGUR: M10413033
SUPPORT AGREEMENT NUMBER:
AGREEMENT START DATE: 07/01/02
2417F9884
PROPOSAL NUMBER: 57630047
END DATE: 06/30/03
SOFTWARE SUPPORT SERVICES
Software
Software
Product Description
Product
Prododuct Number
MV Operating System. unlimited phone-in,
6 H
MV Ext. Apps. Multivendor extended, unli
6 H9073AA
MV Core Apps, unlimited phone-in
6 H9072AA
��• •f.M.;x.,v,.ir::?tt�i.-'.:: Nil'$:%fi�;i wv ? �'C F .•F - 3iX. .
. Y{.fiq� .m:p,,,�?iw vv� W^TM F r$.^. iii.in �;.�,•,•:�
�•: YY'Yw L
Yi .»: iii jvi
::: r... t,�,w v'nv m... .vv: e':t:•$$$::F$?X?Yry�"�-
u::::.v.;..yq:.iZ-i?Y,..:;: -: r.:: ::X.^.;... .. :.i. n.::::: - :a..,,h_�`.i:Y. N•e... .. '+:i".:..i ..:wv. --.
:. ,., .,., a r i'�•.az,..:w?l�•.a: ..,..,..a, ,:.; .::.a•':::,�t.:: Ft..-:�:N�-: w:t .: :.:f �.
.t:.�y�r ::. ..: •r�:v '•''w a ••;y%.+::.:;.� ..
•i:i:
:3`::�3[a
:i7 .:::.:..5.::..r:..., ..; .Y.,'}.,,,w„...:.:...a::,>..�...;.;'1,:,'v3;", v,-iN,":r.Fl�;:.�%.:;ea!-•:t:::::... ,... .A�.,i.+.:::;..;�'t€: .��;:t.. Q�{v�}
.... �..: ..:.p:•S.F,,�r..:. v: �,}�" .:.}�.q¢n+.:.?4%�v i .SF�.• }.•YJCii:}i:v;.LriY:?}wn�. i::viFSM}v�:M'N, .atE, S"� h.vrws3i'"'... ri••)6tYfi:5r��5Jh�,�,v� ap .r.•�.?.i
H9071AA MV Operating System, unlimited
07r01ro2
phone-in,
o6rXM 1o,72a.00
H9072AA MV Core Apps, unlimited phone-in
07/01102.
o6/30ro3 2.232.00
E 9073AA MV Ext. Apps. Multivendor extended, unli
07ro1ro2
o6l30ro3 1."4.00
H9081AA Basic Proactive Services
07ro1ro2 o6130ro3 4,008.00
H9083AA PSS for PC Servers
07ro1102 06l30ro3 6.492.00
EN89AA Additional ASE day
07ro1102 o6r30ro3 16,992.00
Total Software List Price:
Total Software NET Price:
43,116.00
43,116.00
For HP l--I Use O dY: OD33372499S
Support Order Number.
Agreement I
Page 3
May 9, 2002
:Ii�POF , www.fastio.com
SUPPORT EDENTIFIER: MI0413033
SUPPORT AGREEMENT NUMBER: 2417F9884
AGREEMENT START DATE: 07/01/02
PROPOSAL NUMBER: 57630047
END DATE: 06/30/03
SUMMARY OF CHARGES
Note: These prices reflex additions,
deletions, and products reaching end of warranty.
Coverage Period
Prices by Invoice Period
07/01/02 - 07/31/02
3,S93.00
08/01/02 - 08/31/02
3,593.00
09/01/02 - 09/30/02
3,S93.00
10/01 /02 - 10/31/02
3,593.00
11 /01/02 - 11 /30/02
3,S93.00
12/01 /02 - 12/31 /02
3,593.00
01101 /03 - 01 /31/03
3,593.00
02/01 /03 - 02/28/03
3,593.00
03/01/03 - 03/31/03
3,593.00
04/01/03 - 04/30/03
3,593.00
05/01/03 - OS/31/03
3,593.00
06/01/03 - 06/30/03
3,593.00
Sub -Total
$ 43,116.00
TAX:
Total Quotation Price
0 .00
$ 43,11.00
NOTE:
All Quoted prices are valid for 90 days from May 9, 2002
Tax calculated based on applicable tax rate in effect today for delivery location(s). Tax rate and taxability of
deliverable(s) subject to change based on state taws. If tax exempt, contact support agreement administrator.
continued ...
For HP lawrml Use Only 00333724"S
Support Order Number: Agreement 1
Page 4
May 9, 2002
iibPOF - www.fastio:com
Supped Order Number. Agreement l
Page 5
l,bPOF . May 9, 2002
www.fastio.com
bNMI F'AXEt3
• • • fW TE' RMS AND COMMONS OF SALE AND 81a8.'ViC1T
FxWblt E 16
HP's sale of Products and. support Conditions of Saleand service. and UP's license of Software are governed by theme Hp 'terms and
'
I. OERNMONS
a) "Delivery" means standard HP shipping to and arrival at the receiving area at the "ship To.
address specified in Customer'e order.
b) "Exhibits" means attachments that describe or otherwise apply to the gals or license of products
or Support.
c) "rroducts" means hardware, Software, documentation, acc, W, parts and upgrades that
are determined by HP to be available from 8P upon recoiptessoriesof Customer`supp2ls order. "Custom Pr
means Products modified, designed or manufactured to meet Customer requirements. oducts"
d) -software" means one or more programs capable of operating on a controllers processor or other
hardware Product ("Device") and related documentation. Software is oithor a processor
Product,
Included with another Product ("Bundled Software"), or fixed re a Device and separate
removable in
normal operation ("Firmwaro").
c) "Specifications" means specific technical in
Product manuals and technical data sheets in formation about HP products which is published in Mr,effect on the date HP ships Customer's order.
f) "Support" means hardware maintetuutce 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 are valid rot the period quoted by HP or for Period, the applicable purchase agreement ordering
unless Otherwise quoted ex hexpires first. Prices remain valid for 180 days from the original order date
by Hp. Change orders that extend Delivery beyond those validity periods
become new orders at prises in effect when HP receives the change orders. Support prices, except
for Custom and prepaid Support, may be changed by Hp upon 6o 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.
a) All orders are subject to acceptance by HP. Product orders must specify Delivery within 180 days
from order date, unless otherwise agreed or quoted by HP.
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.
are cancepme
Customer will pay alllled after shiohargntee for ,ceturnlnq Product* to HP's shipping location if Product orders
4. OEUVERY
HP will make reasonable efforts to meet Customer's Delivery requirements. If UP is unable to meet
Customer's Delivery requiremeats, alternative arrangelaents may be agread. In the absence of such
agreement, Customer's sole remedy is to cancel the order.
S. SHIPMENT, RISK OF U:)W oR DAMAGE, AND TM_E
HP will ship according to HP'a standard commercial practice, and risk of loss or damage and title
will pass from KP to Customer at the Ship To address. Shipping and handling charges will be listed
:01farately on KP'e invoice when not included in the Product's purchase price. Yf Customer requested
special packing orshippinginstructions are agreed to by HP, charges will be billed separately to
Customer, and risk of loss or damage and title will pass to Customer on delivery to Customer's
carrier or. designate.
E16
Revision Date 014ul-2041 PmBe l ! b
[tavidon Number 8
06/26/02 WED 13:22 M/RX NO 88571 0 001
11P TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
d- INSTALLATION AND ACGEPTANCE
a) product installation information is available with Products, on quotations or upon request.
Installation by UP, when included in the purchase price, is complete when the Product passes gets
installation aqd tcu t P<oceduces.
b) For Products without installation included in the purchase price, acceptance by Customer occurs
upon Delivery. For Products with installation Xncluded iacceptance by
n the purchase price,
Customer occurs upon completion of installation by HP. If Customer scliedulea 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.
T. PAYMENT
a)Paymentterms are subject to HY credit approval. Payment is sue 30 adya rroat xP•ainvoice 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 Hpla opinion, Customer's
financial condition, previous payment record,
or the nature of Customer's relationship with HP so
b) HP may diecontiaue performance if Customer this or any other HP agreement i=, tails to pay nay sum due, or tails to perform under
alter 10 days written notice, the failure has not been cured.
S. WARRAiM
a) Product warranty period and additional information !a available. with Products, on quotations, or
upon request.
0) Products purchased from Hy will receive Customer moves such to the standard warranty in the country of purchase. it
receive the destinatioonn country
the country where HP has Support presence, then Customer will
untryy 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 now orders.
d) The warranty period begins on the date of Dellvery, or the date of installation St installed by
Up-
ar If Cperiodi schedules or delays installation 'by HP more than 30 days after Delivery, the
warranty period begins on the 31at day after Delivery.
e) if Customer transfers a Product to another user, warranty service is availabletothat 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.
9) HP warrants that Software will not fail to execute its programming lnstrucri.ons dun 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
Customar, or moot requirements Ypeoified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
i) If HP receives notice of detects or non-Conformanc
man -conformance to HP owned standard Software e to hardware Spec_SPications, or substantial
specifications during the warranty period, HP will,
at its option, repair or replace the affected Products. If HP is unable, within a reasonable time,
to repair, replace or cczrect 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 ofreplacement such roducts to Hp. HP will pay expenses
for shipment of repaired or replacement Products.
j) HP warrants that UP 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.
k) Same newly manufactured HP Products may contain and UP Support may use remanufactured parts which
are equivalent to new in performance.
1) The above warranties do not apply to defects resulting from improper
Customer; Customer or third art or inadequate maintenance by
modification; improper uae or operation Outaidasoftware,
of athe Sp clficationor for supplies;
thc! Product) unauthorized
mainteneglignance
accident, loss or damage in transit; improper site preparation; or unauthorized
maintenance or repair.
E16
RevislanDaw01= 2001 Page2/6
itevision Number 8
06/26/02 WED 13:22 [TX/RX NO 88571 Q 002
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
m) THE ABOVE WARRANTIES E EXCLUSIVE AND N
LPL=ED' TO TIM EXTEEiT O ETHER w1�iiRAD1TY, wK$THER WRITTEN OR ORAL, IS L"XPR&SEED OR
PERMITTED BY LAN, HP SPECIFICALLY DISCLAIMS THS IMPLIED KARRANTIEB OF
tOsRCE(ANTAUILITY, FITNESS FUR A PARTICUZ'AR PURPOSE. TITLE, AND HONINFRINGIIg�i I
®. SUPPORT
a) Custmer may order support from HP'a then current Support offering. Some Support (and related
Products) may not be available it' aU countries. Orders for Support are subject tv the
the support. Exhibit or quotation in effect on the date of order. Iesns of
b) To aa
asonable opinion, in good obe eligible for support, products Jet be at current specified revision
perating condition. levels and, in HP's
re
c) UP may, at no additional charge,
reliability, or to meet legal requimodify Products to improve operation, supportability and
reliability,
d) Relocation of Products is Customer's xesponsibility. charges and modified service response times, supporRelocation may result in additional Support
subject to availability. t of Products moved to another country is
e) HP will Provide SuPPort'for products not supplied by UP when approved by Up in writing. Hp will
provide support for Kv products when customer allow* HP to perform modifications it requested by
HP under Section 9. c) above. customer is responsible for removing any products not eligible for
Support to allow KP to perform Support services. If Support services are made more difficult
because of such product(a), HP will charge Custom._ for the extra work at HP's standard raters.
L) Support does not cover any damage or -failure caused by:,
1) use of non -HP media, supplies and other product*; or
2) site conditions that do not conform to Hp's Bite 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 UP's control; or
4) inability of any non-HF products in Customer's environmerocess, provide or
nt to correctly p
receive date data (i.c., representations for mouth, da date data with the products supplied by Hp. y, anp year), and to properly exchange
9) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer ;ilea, provides Support services adata or programs. customer wil
environment which poses l have a representative present when Hp
an t Customer's site. Customer Will notify HP if Products are being used
subcontractors, in ontractors; HP may require a potential health or safety hazard to HP emPloyees or
customer to maintain such Products under HP supervision and may
postpone service until.such hazard is remedied.
h) customer may delete Products under support or cancel Support orders upon 30 days written notice. .
Upon Su days written notice, HP may cancel Support orders or delete Products no longer included in
support ofterin
10. L)CEN8ES
"Use" means ,storing, loading, installing, executing or displaying Software on a Devirx_
"Software License" means the Use authorizations) for the Software specified by UP in its quotation,
invoice or Other documentation. L''ach 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 It 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 O
version of the Software listed in customer's order in conformance with: sa the object coda
1. the terms set forth herein) and
2• Use restrictions and authorizations for the Software specified by HP in its quotation, invoice
or terms that accompany the Software; and
3. HP's third Party suppliers' terms that accompany the software.
in the event of a conflict,
Precedence over the Use the third party suppliers' terms that accompany the Software will take
restr£cticn3 and authorizations specified by RP and the terms set forth
El6
RevWon Date n i ..rims Pafie 3 / 6
Revietot, lumber 8
06/26/02 WED 13:22 (TX/RX NO 88571 Q 003
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
herein, and the use restrictions and authorizations specifiad by Up will take precedence over the
terms set forth herein.
b) Unless otherwise specified, in return for the applicable_ License roe, HP grant& Customer a license
to Use ore Copy of the software on one oevice At any one time.
c) Unless otherwise specified, all Software Licenses will be perpetual unless tt
transferred in accordance with Section 10. k). ermiAaad or
d) If Customer is an UP authorized reseller, Customer may sublicense the Software to an end -user for
its Use or (if applicable) sublicense the Software to an Hp authorized xeseller
distribution to an end -user for for subsequent
its Use. These nublicenses must incorporate tha terms of this
Software License in a written sublicense request. if Cwtomer is not an Up in writing. agrsemaat, which will be suede twai7abla to $p upon
unless otherwise agreed to by Hp n authorized rescller, Cuato.nor may not Sublicense the Software
e) Software is owned and copyrighted by $p or by third party suppliers. customer's Software License
confers no title or ownership and is not p Sale of any rights in the Software. Third party
suppliers may protect their rights in the Software in the event of any infringement.
f) 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 One of the
Software on a backup Device, provided that copies and adaptations are used in no other maeu�er and
replacement Device becomes operabl
Provided further that the Use on the backup Device is discontinued when the original or
e.
g) customer must reproduce all copyright notices, in or on copies or adaptations. Customer may not copy the Software
the original Software on all permitted
h) Bundled Softwaonto any public distributed network.
re or Pixmware 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.
1) 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.
j) Customer will not modify, disassemble nr docompile the Software without HP's prior written
con_V.nt. Where Customer has other rights muter atatute, Customer will provide HP with reasonably
detailed information regarding any intended disassembly or deeompilation. Customer will not
decrypt the Software unless neceasary for legitimate use of the Software.
k) Customer's Software License is transferable subject to UP's prior written authorization
payment to HP of any applicable fee(s). Upon trand
anafar of the Software License, Customer will
immediately deliver all copies of the Software to the transferee. The transferee must agree in
involuntary
Co the terms of Cuatoice Software License. All Software License terms will be binding on
involuntary transferees, notice of which is hereby given. Customer's Software License will
automatically terad.nata upon transfer.
1) HP may terminate Customer's or any transferee's or sublicensce'a Software License upon notice for
(allure to coelaly with any applicable Software 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 database, will be removed and destroyed or returned to Hp_ with HP's
written consent, ono copy of the Software may be retained subsequent to termination for archival
purposes.
m) 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 ^C*r=creial computer software" as
defined in DEARS 252.227-7014 (Jun 1995) or as a "coamercial item" as defined in FAR 2.101(a), or
as "Restricted computer software" as defined in FAR 52.227-19 (sun 1987) (or any equivalent agency
regulation or contract clause), whichever is applicable. Customer agraea that the
Obligations in Exhibit Ul apply to all such Software a- that the Software is adequately
and
when the Restricted Rights t.egend in Exhibit ut ,(.s affixed to the Software media. Custaomeryfurther
agrees that the Software has been developed entirely at private expense.
11. INTELLECTUAL PROPERTY R(GHTS
a) Hp will defend or settle any 'claim against Customer, (or third parties to Whom Customer is
auU�orized by HP Co 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:
1) Promptly notifies HP in writing., and
E18
Ra�ston Uste 01 u)�Op) Page 4 / 6
itevist�t Number 8
06/26/02 WED 13:22 (TX/RX NO 88571 0 004
• nP TERMS AND CONDITIONS OF SALE AND SERVICE
E Wbit E16
2) Cooperates with HP in, and grants Hp sole Control ofE the defcn=e or settlement.
b) Hp will pay infringement claim defense costs, settlement amounts
such a claim appears likely, HP slay modify the Product and curt awarded damages. If
it. If UP determines that none of these alternatives procure
socraasonaybly c"'acyavailibl1c* ce,,or rt11 refund
Customer's purchase price upon return of the product if within one year of Delivery, r the
Product's net book value thereafter.
c) HP has no obligation for any claim of infringement arising from:
1) Up's co®pliance With Customer's designs, specifications or instructions;
2) up'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) Product use with products not supplied by Hr.
d) These terms state HP'e entire liability for claims of intellectual property Infringement.
12. LIMITATION OF I.tABE<M AND REMEDIES
a) Products are not 3pecificm1ly designed, manufactured or intended for 3ale as parts, components or
aaaemhlle_= 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
liabilityoin connection with such uusr will ofy and hold HP harmless from all lose, damage, expense or
b) To the extent HP is held legally liable to customer, HP`a liability is limited to:
1) payments described in Sections B. i) and 11. b) above;
2) damages for bodily injury;
3) direct damages to tangible property up to a limit of U.S.$1.000,000r
4) othef 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 nP
Terms and Conditions of Bala and service, up to a limit of U.S.S1,000,000 or the amount paid to
HP for the associated product, whichever is lass.
C) Notwithstanding Section 1Z. b) above, in no event will
suppliers be liable for any of the followings HP or its affiliates, subcontractors or
1) actual loss or direct damage that is not listed in 12. b) above;
2) damages for loss of data, or softwsro.fcestoration;
3) damages relating to Customer's ptocurement of substitute products or services (i.e., "cost of
cover ".); or
4) incidental, special or consequential damages (including downtime costa or lost profits, but
excluding payments described in Section 11. above and damages for bodily injury).
d) THE REMEDIES IN THESE ItP PERMS EXCLUSIVE RE)SLrAND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND
DIES.
13. GENERAL
Transac
a► me hodstions May be* as agreed conducted through Electronic Data Interchange {"6DI") or other electronic -
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 inaoLveat, 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
Bather party may cancel any unfulfilled obligatioaas.
6
06/26/02 WED 13:22 (TX/RX NO 88571 Q 005
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
d) Neither party may assign any rights or obligations hereunder without prior written convent of the
Other party. HP may, however, assign any rights and obligations hereundor to another Hewlett-
Packard entity at any time subject to Written notice.
e) customer who exports, re --exports or
hereunder, assustes rem imports Products, technology or technical data purchased
obtaining required exDorrt and imp for complying with applicable laws and rogulaCions, and for
violation of applicable regulations. authoziaationa. HP nay suspend performance it customer is in
f) Disputes arising in connection with these UP Tersas and Conditions of Sale and Service will be
governed by the laws of the Country and locality in which HP accepts the order.
g) erovislons herein w)Ilcb by their nature extend beyond the termination or any sale or license of
Products or Support will remain in effect until fulfilled_
h) if any tern or provision herein is detersined to be illegal or 13`ilforceahle, the validity or
enforceability or the remainder or the terms or provisions herein will remain in full fursC ar►d
effect.
i) Customer will not register or use any internet domain name which contains HP's trademarks (e.q.
�Me-' "hp" or.-ftewlett-Packard") in whole or In part or any other name which le Confusingly
sixilar thereto.
j) 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 tersus and conditions will not apply. Customer's purchase or license of
Products and Support will constitute Customer's acceptance of these UP Terms and Conditions or
Sale and Service, which may not be Changed except by ail amen"rut
representativit o! each party_ signed by an authorized
Ei8
itevidonn Date 01- u)-2001 Page (3 /8
Revis[on Number 8
06/26/02 WED 13:22 [TX/RX NO 88571 Q 006
10
►e...#
UP UPFRONT S MVICPs AND HP SYSTEM SYTPPO$T
He Support �1b1c ss�
Sale and _ServiceCeHPaHusiness system
Terms or gp are governed by this Exhibit and the HP Terms and Conditions of
1. MRNMNS AND SERVICES INCLUDED
a) "HP System Support Upfront Services"' Opfront Sorvicer^ teFers to , _2P System support Options and Products"' or simply -Up
sP's offerings. for hardware, software, network
Network), and Mission Critical support, K.P Upfront Servyeos.are offered is 1 to 5
(depending on the xP Critical
Servicer s5 Year
in Qe Area
either at the time of Product purch�'ed), and are avatlable for Yetheaz increments
Purehaae, or prior to installation of such rchaLproto for ap
Upfront services are•being purchased.
b) 'UP system support service$" or.a ..
software, network, BAti (Storage !►riea NOt1�HP S s and Mission Critical a
Y pport^ refers to xp a oftUp Sys for hardware,
available on a contractual basis either -for uppers. HP System 3 (hots that thrt Is
e a fixed period or on.an open-ended ('evergreea�basis
Support Services e ea also part
to'asUPfront Services offering, as defined above.
contractual supporr.^. above.) Up System
c) Certain features of HP y Customer.
Services and UP System Support Services are optional and my be
Purchased upon request by Customer. Standard and ptional leatuzcs for HP System Support Servi Pa and Up
Technical Btem Support
aheetce, covering UP and specified non -HP systems, are
the applicable pport Opfront
therein. Tecbn.ical Data sheets ana will be provided pursuant to the s 4asczibed in
some service features have are given tp Customer and became an into cal specific set out
entitlements. prerequisites andlor ongoing requixementa for Custoomer to recrt Of this eive
eball
2. PREREQUISITES
HP will aete,cej&A at itsteoft dport aioa, whether Customer adequately meets the prerequisites for HP
IIyfront Services and HP system support as outlined in this. Exhibit.
a) Uniform Coverage. All HP hardware and software
must be covered at the same HP Upfront Producta that are part of a singis su
duration perlod for such P Services or HP System Support level.Similarly,Port
rder
b) connectors and Cables. All rage moat be coteaainoua.
be interconnected ucts cover
by cables orodconne tors listed in thaer lip fronc Services and HP System Su
as compatible with the system _ For appropriate manufacturer's a Support must
available. at 82' s standard service rataaroducts that do not meet this requirement,ocumentation
aervice is
c) software Support. All hP syste 2 for whIch execution of diagnostic teats is software-d
must, at a miniaumz, be covered b
software updates. Y•Hp Upfront ServiCes or Up System Su P
Support that Provides Periodic
d) Coverage Requirements. For orders that i systems and XP storagc devices) that axe Include software'support, all syatems tincluQinq PC Server
Clients' fort be ft aced by either. Hp Upfront �Sertea rvicesy one Customer system manager, except PC
contract for HP software support service. HP System Support or au existingc
uatom
e) covered byXight to Docuazeatstion. Custom m4Y copy documentation updates for use with other systems
Y UP Upfront Service or an AP System Support service that provides aortware support.
Y) Software =.icensss. customer can
y for HP
software for which Customer purchase HP Upfront Services and HP System Support onl
to licensing terms in Exhibit E16.)9htfully acquired an appropriate He software license
(Pursuant
g) and H Software and pocupport tioa Cus£omere8 For each software product covered under up
and HP yate:rq Su
documentation updates b desi °fit select, if applicable, at ]-east one COPY of software and
h) Designated Callers and TrainingRe uir Center -must be designated t q ements. The following Customer contacts for the xP Response
defined b g�tad and
ncd through completion of the appropriate HP training Courses as
Y UP: Customer a
alternates, for HP Upfront Su manager(3) and alternate(a), storage system m&nager(s) and
normal business hours Support or HP System Support services that include SADt coverages after
Operator and alternatas Authorized
Aced caller; if applicable, network, including storage network
applicable, additions]. He Res Applicable, application software manager and alternate; and if
ponse Center callers, which may be subject to as additional charge.
1) Ordering
GoaYldehe HP srstem that include software support, Customer must P
Servi
ntit �' support that corresponds to Customer a Purchase the HP Upfront
9ua Y, application eaftware, and if applicable. processor type, processor
pp storage system device type and data capacity.
RevW n Date I&Jw,2002
Rev/sion Number i
Pzip Date 30 Jan Z=
06/26/02 WED 13:22 M/RX No 88571 Q 007
HP UPFRONT SERVICES AND $P SYSTEM SUppORT
Eshibft 69K
]) Remote Support_ For $p to provide remote support, Customer must give authorization and
access to A remote support Connection,' either .internet based or qualified
to one voice -grade telephone line Provide
terminations, or and one data -quality tale hone` as well as access
Instant Su 44uivalent, near the system. For atora e p line or network with
Support Enterprise Edition, a data quality g devices using Continuous Track or
Provide
"quote u Capability. For zZme aerviesYl ve a line
must
be beat avid dHPox
provide UP adequate r 'phone -home^
E'aa for and access to EP-provided equipment, as wall as to �stsli �d
as specified in the apPILcabla Technics Datgt ehnet !o; the service, provide connectivity
k) UP IT Resource Center, HP rT Resource
browser, Customer arse Center is available via the worldwide web. electronic sarvicegtan spec i ea the UP IT ResourCO Center. i?Tp access is required With a Web
Resource Center must Designated Callers Who Submit Up Response Center calls via the NP TT
L e support tools met the same training requirements as the Customer system mans of
°ppo available via the HP IT-PwsourCe Center tequireA agreement to the Hp manager Use
of
Li.CeIIea Terms.
epport Tool
1) Minimum u Network Configuration. Customer must have at least one system on the network covered
under t7P Upfront Services and HP System Su rt to
network environmental support customers are ppo purchase network support services. Storage
supported m) Country Boundaries. . All systems su excluded from this requirement.
the same country. by one Customer system manager must be located within
n), Eligibility. To be eligible for certain covers a
the HP -specified minimum monthly billing amount.
g )ovals sad support Offerings,
customer must meet
o) Central Order Group (selected
certain HP System Su Products). (This provision only bpplies to Custornera
Y Support Servicas.) Hp System Support SezviCc central Order rO Purchased
one Customer system manager. HP will designate the Central order ro environment,
memo)) t oup must have only
y the system -or,"Itrd a easiest processor speed and largest nuumber of esera�8oththe cral
Order group wrtd add -or, order groups must be of the same HP'or non -HP product family and must have
the same Customer system manager.
3. SERVICE LIMmATIONS
al n*twOare, software, and Network Support. Any services involving hardware, software or
ltetwork-related problems not covered by HP Upfront 5ervicea or HP System Support will be subject
to !tP's'atandard service rates.
b) Maximum Use Limitations. Products
the product,a Technical Data -sheet rated in excess of Chair maximum usage rocs (as specified in
and HP System Support but wDerating manual) their
be covered by HP Upfront Services
Can be serviced at xr,s standard service rates.
e) Obsolete Products, HP may cover obsolete hardware and software
Specified support period using reasonablfs
e efforts as date products that are beyond their
d) Intezfacas and Accesdoriea. Hp ¢�a za�lned by pp,
same hardware sexvice level Y over cables, C*nZQctors, aCcesaorias and interfaces under the
Supported Software Versions,
purchased for the products with which they are used.
e)
for the current and immediate) Unless otherwise specified by UP, Hp provides tie System support only
used with hardware that is y preceding versions of gp aoftwaYe, and only when the software is
additional.fees included in HP -specified configurations. If support coverage lapses,
aelectad non -HP software, but will not snpport Coverage, HP will support specified versions of
it- For non -HP software, Hp support the software any longer than the vendor Supports
documented as su provides tip System Support only for software versions these oars
pported on specified configurations.
I) Non -Hp Software. Support for
Hi?, to Hp software covered by tte's System Support aerviies is limited,
unless otherwise specified b
Y to telephone assistance, and If available to UP from the third-
)�artY software vendor or other appropriate provider, patches, workarounds, and updates. ird-
decision with respect to how long UP Upfront Sez ices or ttP System Support will su
veraiODs of.non-t(p software is final,
pport selected
g) Non -Hp Products. UP is not liable
or software vendors for the performance or nonperformance of thirtl-party hardwares
their products, or their support services, including design flaws in and/or
incompatibility with either non -Hp or Up products, unless otherwise Specified by Hp,
h) Br Software on Non -HP Systems, gP Upfront services and HP System Support for specified HP software
provides the following features: phone -in -assistance,
software assistance, software
call submittal, licsnse to Use software
Hp p Resource Center, HP inforrgatio°.access and
are updates, end patches_
i) supported Management. Oust. 0°-31te desistance .for critical software problems is limited to systems
supported by one Customer system manager and situated within a L2.S-mile (20-kilwRGCer) radius of
Revwon Date 16 jw,,,=
Revisitm Number I
Prim Date 90 J 2002
06/26/02 WED 13:22 (TX/RX NO 88571 16008
U' UP'RONT SERVICES AND Xlp SYSTEM SrpPURT
Exhibit SS5
each other. Systems- situated beyond this distance 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.
for the operating system and subsystem rem as a seater use is limited to the Customer Ratwork, inCludi Y rem software; it tower ayatt)n mans f aq storage networks, it aPPu.cable, the applicable,
network the
ofoperator for the
amity of HP application :ottwaral and, if purchased, the after-hours
additional Hp Res auaaaQvr(a) For each
Center is available�to slant-oeir Cauers, in the absence of coverage system manager, and
gnated altcrnatea. any Of these managers, the HP Respcnae
k) Source Code Support. For HP source
Hp System Support, assistance is limited code, or non- software covered under HP Upfront
of the object code o! the particui to problems that can be duplicated on the currentversionfor say other re�quixad assistanca, software. HP charges Customer at AP's standard aervits9 rates -
1) HP Diagnostic Software (selected _
revenue if lip Diagnostic software Produc.ta) HP is not responsible for loss of Customer
),dition, Hp Continuous Track, or HP High Availability obecrvatoryr HP instant 8 hssaiaess
Enterprise -
'remedy system or peripheral problems remote fault manager software sloes not support Eaterpriae
prior -to actual occurrence, identi�Ey, track, or
m) Network Software .Coverage without Network Support.
mu2tware ur node connectivity is limited to Support for UP network software that
software update anatexl�s, unless network product -usage and Provides
ork support is purchased. problem -solving assistance and
a) Travel Zones. Customer sites located beyo
Responsible Office.mAy be subject to era al char miles (160 kilometero) of a primary HP Support
repair e�-tmcnts- and reduced
c o ra a charges, longer response times, p Travei_and offs q hours as Specified in Up's reduced resrr Support
or
ce Directory. Availability o! same Worldwide Customer
Primary HP Support Responsible office. coverage levels is based on distance fra
o) Eacclaasioas. HP Upfront Services
program development,,and HP system Support do .not include assistance
Telecom C coding, ixolatioa of coding Problems, i lemen that iavolvna
ritie�l 'suy+�ort and certain Mission Critical tOL ion assistance
cause of data leas' or hardware cal services), data recovery regardless(exceof the
us* of Privileged mode code malfunctions, and problems or investigation include coasvitinq ilnlese On HP 3000 systems. Hp Upfront Services g 3 me relating to the
System S consulting option has been and HP System Support do not
upport are not a substitute fdr an formal purchased. UP Uprront Services and Hp
p) Avat Y real training offered by Hp.
lability- some He Upfront Services dud HP System Support subject to local availability, features and coverage levels are
ql ConsumSupporablea, Uver ,Replaceable Parts, and Maintenance Rita, HP Upfront Services and HP System
Support en not kits_.le the pro..isioa and installats.on by Hp Of"
user replaceable paste
or msiaitenaacs Lneli .
r3 Out at Coverage Houzs. Customer
re
installation and configuration aereiuests for hardware and software support services, or far HP
Se subject to HP standard service raga that are scheduled after up'a Services or HP System Su (unless Customer has normal business hours may
hours), pport which provides roc such 9e Purchased the applicable Hp Upfront
rvice; outside of HP'a normal business
4. CUSTOMER MpONS18)UTIES
a) Product e Cugt*mer must maintain and provide rvices and UP System Support. to Hp a cur;cat list of products su
HP Upfront nC SSe
Pported under
b) Access. Customer must provide UP with the following-
i) Access to ,the products covered under Hp Upfront Services. and UP System Support.
2) Adequate working space and facilities within a re43onable distance of the products.
3) Access to and use. of a1i lnformatioR, by RP to ae>:vico.the prodacts: internal resources, and facilities determined necessary
4) For the scheduled support level designate
Customer silo. This urea must �ihcisude shelves orracksa loci gincomingaand out oianbie to HP at
Adequate open beach workspace, adequate power and lighting,g q products,
having a product serviced under the scheduled Support leveCustomer �ncasto a telephone. Before _
a) Maintain A written lo, of
Prepared to q model , serial number, and current failure s
pratride this iniormation.to HP upon request. symptoms and be
b) Locate all failed units to.lie repaired during a scheduled visit at the designated work area
before the HP Customer Engineer arrives.
RevWonDo. 18-_jan XW
raga J!
12evistoat Number )
Pr)aa Dete 30 Jaluarywm
06/26/02 WED 13:22 (TX/RX No 88571 Q 009
,*veal
HP UPFRONT SERVICES AND HP SYSTEM SIJPPOpT
]Exhibit 8SG
c) Call HP the workday before
the number and type of products requiring
of the scheduled visit to provide lnfoanation regarding
c) flperatiaq Procedures. Customer quiring repair.
maseufacturer's must follow routine oPeratln4 Procedures as s
product operation neaaual(s), specified in the..
d) Usage Charges. Customer must
electromechanical allow HP to install or remove usage casters on specified
devices. Usage charges may be Charged separately.
e) Diagnostic/Maintenance Software
network diagnostic - (selected products). Customer must allow Hp to keep system and
exclusive maintenance programs resident on Custmer's system or alto for the
Edition Purpose of performing diagnostics and maintenance. For Instant support Enterprise
rupdates a 'support node, the Customer must maintain and support the eypport nods With the
required updates and patohe8, prior to a placing a service request `to Hp, Cos submitting a software problem report to lip, and prior to
supplied programs. Customers with HP ComerY be zequized to assist HP in _
Edition or with HP remote fault High Availability Observatory, AP Instant sing Ibsen HP
capability it provides to management software must use Support Enterprise
that inform Hp oL_events the electronic: data transfer
Customer has no ownership in identified by the software. Customer acknowledges
HP may Yemove these P terest in diagnostic hardware or software provided b devices, or remote access devices tic program � any HP -wed hem, workstations or y HP and that
upon termination of HP Upfront Services �• network
f) Instant Su and System Support_ Support Enterprise Friiti_on (IEEE), In the ISE£ - Data Center Confi.guratign (DCC}, 'when HP
Crovides the support nods to the Customers Customer may only nee the ISBE and any or its
omvice. for purposes of ISEL unless requested toe do so by Up to f8Cilitate delivery of
services. When ap requested, Customer may only use the ISEE for the
use
CuatomeY will be liable to HP for any losses resulting from Customer's unauthorized
use Of the ISus or .any of eta Purposes covered by HP•s
network. e0alponents, or from the Customer's unauthorizea , access to HPIA
q) High Availability 04sarvatory (HAO). The HAo coaaista of haru.+are, software anu, it aPPlicnble,
documentation, owned, and operated by HP, installed in Customer s specified site. .rho HAo is e
Feature of Certain Mission Critical support offers (Critical System Su
Continuity support). and is used to facilitate delivery of HP services m Suatoaer. Except HP's express consent otherwise Support and opt for
requested to. do so by HP to facilitate deliMAY not use the HAO or any of its c opt for
use the RAO for the ur delivery of services_ Fthen so ro components unless
losses resulting
eaultin rrOsn to
covered by He's permission. Customer willbetoo Up for anCustomer May y
loss" is g Customer's unauthorized use of the HAO or any oL its
unauthorized access to UP's network. Custoeer's limited Components, or from
equipment, software.:dr documentition is non -transferable. Customer right sell, wee' the HAO
6) Reveeionp Levge, o in say easy encumber or COtevey the HAO or any portion or cyomponent, thereofa er,
elh lAtCusat must maiotaia aU associated system hardware and firmware � except PC
bysystems, at the Latent HP -specified configuratioa and code revision level. For , systems,
Up Customermust
Main all a3soCiated system hardware and firmware at a revision level opacities
HP. must maintain Hp-suPPorted non -RP software at a code revisions level specified by
ed
i) Telecommunication charges , Customer is responsible for all telecommunication charges asaociAted
g T Resource elt. and With installing and maintaining 13DN links and Internet
connection, or HP -approved alternatives, to the HP Response Center, including as they relate to
the HAO.
7) WhilePe—Anent solution*
procedures: onatomer is responsible for implementing temporary procedures or workarounds
ns are being sought.
k) Piles, oats and Programs. Customer is responsible for maintaining a procedure. external to
Products to reconatruet lost or altered Customer files, data or programs.
the
1} Sale Environment. Customer Will ill ottaf representative present when HP Provides supporC services at
Customer's site. Customer
w
poses a potential health or safet y if Products are being used in an environt, which
Customer to maintain'Such y hazard to 8p eageloyees or subContraCtoza; AP ma is remedied. Products under Up supervision and may postpone se—Im until such hazard
S• 8OF' WARE LICENSE AND COPYRIGHTS
a) opdatrs.
11 HP grants CuatOMer. License to Use software updates provided by atp under the up and HP System Support that provides software support. Upfront Services
Z) In addition, HP grants Customer a ;icense HP for each HP software Product license for to Use and make one Copy of the updates receifrom,
fro
— which Customer ham purchased HP Upfront Services or
Revision Date 16)en-200,2
Re vision Number i
Date 30 4yary20()2
06/26/02 WED 13:22 (TX/RX NO 88571 Q 010
-HP UPFRONT SERVICES AND HP Sys-rEM SUPPORT
Eahihit 8SG
HP System Support that provides software systems are not available for Hp 9000 SQrje3 1500 s The license to copy updates on additional._
3) Customer agrees -that the ie9 1500 systems.
1"Cenye terms license to Use and copy updates are governed b
IQ effect on the date UP ships the update to Customer.
Y the HP Software
Terns are hereby made a part of this Exhibit. tomcr. The he Software License
b) HP Update Ownership, interest is the updateCustomer Acknowledges s g that it does not own and has no right
c} ConyYiyht
except as set forth in the applicable. HP Software License Term CO' or
and Trademark Not;c*,. Customer and trademark notices from Lhe Original agrees to reproduce and Conspicuous)
Customer makes or obtains from an eleCtronrc data tware °r d ntation on each Y affix copyright
to source, copy of an update that .
6. M3CELLANEOU3
A) 8ubcontractora. Notwithstanding anything to the contrary in HP Te
Service, HP reserves the right and Customer Y rsls and Conditions of Sale and
the provision of Hp consents to np's use oC subcontractors to assist in
to Customer, Upfront Services and Hp System Support as HP dsems appropriate, without notice .
b)-Replacement Parts. Replacement parts
Include new parts, equivalent to Provided under up Upfront 86rv-tce6'and HP the replaced part, a whole unit re la arts, parts that are functionally equivalonttOr support ray
p cements. or superior to
CI Attachments. Customer must coaply With the terms and conditions Of the additional attachments to
this Exhibit, 1f any.
d) HP Product Warranty Upgrade. if HP ordered with the initial syotea Support Service that provides hardware
or 1-year purchase or lease Of UP hardware products with a 90-da support is
Y return -to -HP warranty, the service level ordered or the warranty on-siLe warranty
whichever provide* the better service level will be Provided A 1-year return -to -He warranty must be converted to a rovid a warranty
erica.
p ay during the on -site warranty period.
coverage and t site r-Voase times call be r Y on -site warranty to qualify. pays of
Period for most hardware products, uP4 Aded for an additional charge during the warranty
e) warranty status ti Ron-Hpproducts. Non -HP products will be serviced in accordance with this
Exhibit, irrespective offwarranty statue.
!) Cancellation. If UP'O front,
for the unused prepaid service cos are canceled, Customer will ra
• .. ceive.a pro -rota refund only
g) Financing, rt HP Upfront services are financed as part of an HP Financing Agreement, the HP
Financing Agreement terms and conditions regarding cancellation will govern.
Sections 7. 8, and 9 apply only .to Cuatomers who purchased HP System Support Sezv
multivendor network coverage and/Or Warranty maintenance management services. icas tfiat include
7. MULTIVENDOR NETWORK COVERAGE
The additional Ee that
and conditions
Support services thain this Section 7 and ,in Section 9 apply to orders for HP System
t include multi vendor network coverage.
a) Affiliates. HP has developed worlring relati_ouships With select vendors,
assist in the dtlivery or multivendor su known as Affiliates who
during multivendor Coverage, Pport. Eor'purposea of HP's appointment as a Special Anent
network. 9 non-)lftiliate refers to other vendors of products in Customer's
b) Pertozmance of Affiliates and Non -Affiliates, of Affiliates and non -Affiliates, is not liable for perfardance. or non-
n-Affiliates, theft products, performance
or their support services.
c) operational ice, includn�LSverify Customer's network as fully operational before HQ System
Support Service q / AN network, and Storage Network Environmental Support
begins. -This prerequisite is: deemed to be met it HP System support Service
completion of HP`a- network Configuration coverage
verification at HP's standard service ates. or asssasment services. Otherwise,
coverage Commences upon
Otherwise, ' HP .performs
d) Supported C4nrrections. RP must agree upon all notxork Connections and
System Support Service with network ccmerage_ products covered under
e) Service o uct ts:
non -HP product.*
Prlo= to"or aftpl
er acing a
or network diagnostic service request with HP, Customer will
melt -teat programs, P or
as appropriate. Customer must run Hthan
3S6
WA'ion Dsie 16Jsn,2002
Page 6 li-
itevied°al Number 1
l Date 30 dxtt 2=
06/26/02 WED 13:22 [TX/RX NO 88571 Q 011
.Iwo
t....#
E P UPFRONT SERWCES AND HP 6ySTEM SPPORT
contact the approl>riate
Exhibit $StS
lrom NP u "cable service call product vendor if a 1penable theecific dconnectiuct is o to be at fault. Upon request
tool if . Custoser wil
an to HP via the network
r) Network lnformatioq, oust support
Product version omers witbout the lip network support tool installed must Identify
cu+t�et must notif Le o=� �rAguration informatioa� for aLi current
Y RP when topology changes occur products on the network.
9) Hon -Hp s on the network. ezervi a con etc To take advantage of Ap $ystem Support Service benefits Cust
Purchase service contracts from Affiliates
and son-Affi7-fates that: maintain a
service levels for �n-HP • Omer must
Products_ pproprif support
e• WAY MAINTENANCE MANAGEMENT
The additional terms and
Support Services
that conditions in this Section 8 and in Section 9 apply
maintenance
warranty maintenance management services.. Y orders for -HP Syetem
AP provides warranty aaintenance management Tor designated non -HP hardware r
a Special Agent as set out is Section a ent fo the warrant
Up's appointment ae products != HP is appointed as
manuracturera a in
Agent during warranty Y period °r the non -AP Product. For
�nufacturerc ar the designated non -Hp hardware the
purposes of
who are obli roducta or authorized
non-Arriliaterefers to
gated to provide services during warrant. service providers for such
9- APPOINTMENT OF HP AS SPECIAL AGENT
These terms and conditions are affect'" onl
in dialing with specified non -Affiliates during en Hp OffeZ3 ultiv ndord Customer Agent
maintenance mans _ appoints AP as a Special q
attachment uhon nec�esstar as evidenced by execution of an attachment Problem thin exhi or during es this
h s Y• ctuneat to this exhibit. FIp provides this
a) Scope of Agency. Qpon appointment
Specified non -Affiliates in the Customer authorizes HP to represent Customer in dealings with
Management of a_ service ca71 Process of network fault isolation and problem r
authority during the warranty period tot non -HP resolution or
Y to represent customer is limited to the following activities: hardware
products. ItP's
1) HP directly contacts non -Affiliates Affiliate for ramote for the or On -site Purpose of (a) initiating a service call
requesting non-1lffiliate•s. a assistance with Customer's network by a son
maintenance mana pecified in and equipment or Bement) pert APPendthe appoinduring
attachment for warranty
performance or its obligationsonly during the warrant
2) diseectly tollcWS up with non Y period.
until the nou=1IP hardware warrant PrOb tea throughout the network
Y problem is resolved. Problem resolution process or
3) HP facilitates ccUlMunieation among non -Affiliates and between Ap and aoa-Affiliates
Process of network result isolation and problem resolution.
in the
D) Relationship between Parties. This Appointment will not:
1) conmtrued to create the relati
between HP and customer o °whip of employer
r its employees, and employee partnership or joint venture
Preclude 2) parties, or from poring ns a Special Agent for sultivendor
parties. _performing warranty maintenance Problem management for other
_ management for non -HP products for other
3) Preclude HP from Continuingrovin'a business of multivendor problem management, even of
is also in the business ofprovi
4) Allow HP or Customer to use each Ming aiatiler services, LE Customer other's trademark or trade name in any manner.
c) Customer Reaponaibilities for Appointment.
1) In order t,o appoint Hp as a S
2) pe�a1
Agent, Customer must sign'the attachment provided by Up.
Cust0m*r must write letter, o�.noEifi Of the appropriate aft *At1Oa to specific nos -Affiliates lIsted in the appendix
Pe sent to AP. The appendix
t. n onZletters must explain the scope of agency and a co
Parties. Ppendix can only be modified. in writing upon mutual agreement of must
both
3) customer must pro6ide Up
with
a list of non -HP products on the network, including ^long with copies o�el numbers, serial numbers, and firmware and software rev g their
applicable support contracts for these islon ntuRbers,
products.
Revision nae 16-1an 2002
PsAe 6 f 7
ifevisiort Nmuber I
)fax Jan M
06/26/02 WED 13:22 [TX/RX N0 88571 [A 012
HP UPMONT BERMES AND HP SY
M SUPPORT
4) customer meat Exhibit S$6
Provide Hp with, and keep current, a list o= the non-
list of the non -HP hardware products for which Hp will provide warrant
4 products Affiliate contacts a
1aCludin r
Period and service "Vey Brs,and, it -a plicts$ serial numbers, dates o= y maintenance management,
Pplicabie, software -license purchases/delivery, warranty
S) Cuatcner swat prov1d6 HP and revision numbers.
non -UP hardware p�u� with LS
s copy of the warranty and conditions a
Mandating warranty for non p hard -are
or warranty entitlement, such as applicable to all
nagement. are products .for which HP will the Proot of purchase,
Provide Warranty maintenance
61 Customer must provide to Hp in writing
operation or eost_atfective maintenance
.11.
fiathe network, that may have a direct affect on the
management of non -HP hardware products, the network, or on the warrant
7) Cuatomer Y maintenance
Obligate H�p�tands the
beyond the terms and conditions oet outhinithi� a Special Agent and agrees not to
8) Customer ia..tolel Bkhibit.
transaction that reY responsible for dealing directly with non -Affiliates
quiras a purchase order for non -Hp support services. concerning any 9) Custpper must submit a
subzsisston directly f service claim during warranty if a non -Affiliate requires such a
role CusCcymer.
d) Additionel Provisions.
1} ithat ar ,iA►ttation of Liability. HP is not liable for any damage or claims made
contracts withenon-Affiliat a8)-•lure to perform t.ts obliyationa under sectioagainst Customer or Hp
ce
2) Ind or by sarvi_
Indemnity. Customer sprees to
boas, including portion
tA^t fees rredfY and as aold resul hor�� s ciai� any liability, expense, or
Y any third parties that arise out oc Up, dischar a of Y m that ma
customers failuro to g g authorized duties .as be statedde 9hsret or
contract with such third d form ids ohli ationo under Section ! of this Exhibit or the service
this Exhibit. parties. The indemnities provided here will survive termination of
Revision Date 164an-M
Page 7/7
RevWan Number 1
06/26/02 WED 13:22 (TX/RX N0 88571 Q 013
EXHIBIT B
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INSURANCE SCHEDULE (HEWLETT-PACKARD)
Hewlett-Packard shall provide proof of insurance, within thirty (30) days of the full execution of this
Contract, including a standard certificate of insurance, in at least the following amounts and coverage
(combined single limit permitted):
I' Coverage and Limits
Bodily In Property DgMag_e
Hazards Each person . Each Accident Each Accident
Automobile Liability
Owned Automobiles $ 500,000 $1,060,000 $ 500,000
ITired Automobiles $ 500,000 $1,000,000 $ 500,000
No Owned Automobiles 500 rM V 000 00- $ 500.000
Workers' Compensation $ Statutory
Employers' Liability $1 000 000 er em�(oyer
II. General and Professional Liability
General Liability
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$1,000,000
$2,000,000
$2.000,000
$1,000,000
$1,000,000
Independent Contractors
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
$1 000,000
$2 --- --0
$1 000 000
$2 000 000
$2 000 000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
I. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Contract.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability coverage
shall be furnished in the form checked below. Cert_ ification of the following proofs by the insurance
anent or broker will not be accepted:
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
the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT B