Resolution No. 8774
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RESOLUTION NO. 8774
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SUPPORT SERVICES CONTRACT BY AND BETWEEN THE CITY
OF VERNON AND HEWLETT-PACKARD COMPANY
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, 2005, 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, 2005 through June 30, 2006,
21 for the sum of Fifty-Two Thousand Five Hundred Forty-Eight Dollars and
22 No Cents ($52,548.00), excluding taxes; and
23 WHEREAS, on June 13, 2005, the Finance Committee considered
24 the recommendation of Bruce V. Malkenhorst, City Administrator, dated
25 June 7, 2005, that a Support Services Agreement with Hewlett-Packard
26 be renewed for annual support services for the RMS, CAD and MCT in the
27 Police Department; and
28 WHEREAS, the City Council of the City of Vernon has
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determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Hewlett-Packard setting
forth the terms and conditions for the annual support services
necessary to maintain the software products operating the RMS, CAD and
MeT to enhance services provided to the Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1:
The City Council of the City of Vernon hereby
10 finds and determines that the recitals contained hereinabove are true
11 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
13 approves the Support Services Contract with Hewlett-Packard, in
14 substantially the same form as the copy which is attached hereto as
15 Exhibit A and incorporated by reference.
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SECTION 3:
The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Contract for,
and on behalf of, the City of Vernon.
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:
Hewlett-Packard Company
Attn. Patsy Wallace, Contract Administrator
8000 Foothills Blvd., MS 5525
Roseville, CA 95747-5636
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SECTION 5:
The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 15th day of ,June, 2005.
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AT/bL-~ ~~~
BRUCE V. MALKENHORST, City Clerk
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,./'.LEONIS C. MA URG, ayor
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
1 STATE OF CALIFORNIA )
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2 COUNTY OF LOS ANGELES )
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5 hereby certify that the foregoing Resolution, being Resolution No.
6 8774, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday, June 15,
8 2005, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
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12 (SEAL)
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BRUCE V.
City
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EXHIBIT
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7 BY AND BETWEEN
SUPPORT SERVICES CONTRACT
THIS CONTRACT is made, entered into and executed in duplicate originals, either copy of
which may be considered and used as the original hereof for all purposes, as of this 15th day of June,
. 2005, in the City of Vernon, County of Los Angeles,
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13 RECITALS
THE CITY OF VERNON (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, California 90058
AND
HEWLETT-PACKARD CO. ,
(hereinafter referred to as the "Hewlett-
Packard")
8000 Foothills Blvd., MS 5525
Roseville, California 95747-5636
14 WHEREAS, City's Police Department needs annual software support services for software
15 that operates and integrates the Records Management System ("RMS"), the Computer Aided Dispatch
16 System ("CAD"), and the Mobile Computer Terminals System ("MCT"); and
17 WHEREAS, the hardware and software that operates the RMS, CAD and MCT are
18 Hewlett-Packard products that were purchased through Systems Technology Associates, Inc; and
19 WHEREAS, the. current annual software support services provided by Hewlett-Packard
20 expires on June 30, 2005, unless renewed; and
21 WHEREAS, Hewlett-Packard prepared a Proposal No. 40675799, Support Identifier
22 MI0413033, dated March 21,2005 (hereinafter the "Proposal"), a copy of which is attached hereto as
23 Exhibit A and incorporated by reference, that identified the support services to be provided from July 1,
24 2005 through June 30, 2006; and
25 WHEREAS, Hewlett-Packard has advised City that it can provide the necessary support
26 services for the RMS, CAD and MCT as provided for in the Proposal; and
27 WHEREAS, City desires to enter into an agreement with Hewlett-Packard to provide- for
28 the annual support services necessary to maintain the software products operating the RMS, CAD and
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1 . MCT as contained in the Proposal.
2 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
3 FORTH HEREIN:
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1.
Purchase. Hewlett-Packard agrees to provide support service for the software
5 products operating City's RMS, CAD and MCT as set forth in the Proposal attached as Exhibit A.
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2.
Price. Consistent with its Proposal, Hewlett-Packard agrees to provide support
7 service for the software products for the period July 1, 2005 through June 30, 2006, for the sum of Fifty-
8 Two Thousand Five Hundred Forty-Eight Dollars and No Cents ($52,548.00), excluding taxes.
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3.
Payment Terms. City agrees to pay Hewlett-Packard the sum of Four
10 Thousand Three Hundred Seventy-Nine Dollars and No Cents ($4,379.00) per month for the period
11 July 1, 2005 through June 30, 2006, under Option 2 of its billing authorization--providing purchase
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12 orders for the coverage dates specified in the Proposal. Said purchase order shall reference Proposal No.
13 40675799 and Support Identifier No. MI0413033.
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4.
Confidential Information.
A.
Access to Confidential Information. City may provide Hewlett-
16 Packard and/or its subcontractors with, or allow Hewlett-Packard access to, certain information deemed
17 relevant by City, not available to the public concerning, but not limited to, City, or businesses located in
18 City. The information may include, but is not limited to, company information, taxes, sales, value of
19 assets, utility usage, or other such information. All such information shall be known as "Confidential
20 Information" and may not be used to circumvent the responsibility of either party to this Contract.
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B.
No Disclosure. Except as expressly permitted, Hewlett-Packard and/or
22 its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether
23 orally or by any other means, any part of such Confidential Information to any other person or entity,
24 whether corporate, governmental, or individual, without the express prior written consent of an
25 authorized representative of City. Hewlett-Packard and/or its subcontractors shall return any written
26 Confidential Information, and all copies made of such items, to City upon City's written request, but in
27 'any event not later than the date that Hewlett-Packard has performed all services to be performed
28 pursuant to this Contract. Hewlett-Packard hereby agrees that such Confi<iential Information and any
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documents provided may be used by Hewlett-Packard and/or its subcontractors only as authorized by the
City. Hewlett Packard shall include a contract provision in its contract with subcontractors that binds
the subcontractors to this non-disclosure requirement. Hewlett-Packard shall take reasonable measures
to avoid any disclosure of any such Confidential Information to any unauthorized person.
C. Court Ordered Disclosure. Hewlett-Packard shall immediately notify
City of any court order or subpoena or other directive of a court, administrative agency, quasi-judicial
body or arbitration panel requiring disclosure of Confidential Information, andshall cooperate with
City's legal counsel in responding to any such order or subpoena. Hewlett Packard may only disclose
Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel
has exhausted any lawful and timely appeal or challenge.
D. Remedies. In addition to any other remedies that it may have at law or
in equity, City shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of the Confidential Information provisions of this
Contract. Hewlett-Packard acknowledges that in case of such breach or threatened breach of said
provisions, City would have no adequate remedy at law.
5. Warranties. Hewlett-Packard shall provide warranties as specified in the
Proposal.
6. General Provisions.
A. Independent Contractor. At all times during the term of this Contract,
Hewlett-Packard shall be an independent contractor and shall not be an employee of City. City shall
have the right to control Hewlett-Packard only insofar as the results of Hewlett-Packard's services
rendered pursuant to this Contract; however, City shall not have the right to control the means by which
Hewlett-Packard accomplishes services rendered pursuant to the Contract except to the extent that such
services involve the use of City property or Confidential Information.
B. Hewlett-Packard shall not be eligible for, nor claim any benefits under,
the Public Employeels Retirement System, State Unemployment Insurance, Disability Insurance,
Workers' Compensation Insurance, or other benefits through the City as such benefits are commonly
conferred upon employees of City; provided, however, that nothing contained herein shall be deemed to
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1 affect any benefits which may have accrued to the Hewlett-Packard while employed by any other public
2 or private employer, whether prior to or after the effective date of this Contract.
3 C. Products of Consulting. All products of consulting services, including
4 but not limited to computer software, shall become the property of City and shall be delivered to City
5 before the end of the performance of this Contract. Basic notes and sketches, charts, computations and
6 other data shall be made available to City without restriction or limitation on their use.
7 D. Assignment and Subcontracting Prohibited. No party to this Contract
8 may assign or subcontract any right or obligation pursuant to this Contract except as provided for in the
9 Proposal or with the express written consent of the other party. Any other attempted or purported
10 assignment of any right or obligation pursuant to this Contract shall be void and of no effect.
11 E. Hewlett-Packard Not Agent. Except as City may specify in writing,
12 Hewlett-Packard shall have no authority, express or implied, to act on behalf of City in any capacity
13 whatsoever as an agent. Hewlett-Packard shall have no authority, expressed or implied, pursuant to this
14 Contract to bind City to any obligation whatsoever.
15 F. Governing Law. The laws ofthe State of California shall govern the
16 rights, obligations, duties and liability of the parties to this Contract and shall also govern the
17 interpretation of this Contract.
18 G. Indemnification. Hewlett-Packard shall indemnify, defend, protect and
19 hold City and its officers, agents and employees, free and harmless from and against any and all claims,
20 demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and
21 expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense
22 arising out of the negligent services performed under this Contract, except to the extent arising from or
23 caused by the negligence or willful misconduct of City, its officers, agents or employees.
24 H. Comprehensive General and Automobile Insurance. Hewlett-Packard
25 agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto
26 and incorporated by reference. Comparable coverage shall be provided for each subcontractor used in
27 the performance of this Contract. Hewlett-Packard shall submit to City documentation indicating
28 compliance with these minimum requirements no less than one (1) day prior to the beginning of
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1 performance under this Contract. Hewlett-Packard shall not commence performance of its services
2 under this Contract until the above insurance has been obtained and proof of insurance has been filed
3 with and approved by City..
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Notices. Notices to the parties, unless otherwise requested in writing,
5 shall be sent to:
6 City:
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9 Hewlett-Packard:
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THE CITY OF VERNON
ATTN: DOLORES JAUNZEMIS, PURCHASING
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
HEWLETT-PACKARD CO
ATTN: PATSY WALLACE, CONTRACT ADMINISTRATOR
8000 FOOTHILLS BL YD. MS 5525
ROSEVILLE, CA 95747-5636
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Entire Agreement. This Contract constitutes the complete and final expression
13 ofthe agreement ofthe parties and is intended as a complete and exclusive statement ofthe terms of
14 their agreements and supersedes all prior and contemporaneous offers, promises, representations,
15 negotiations, discussions, communications and agreements which may have been made in connection
16 with the subject matter hereof. All exhibits are incorporated by reference. Hewlett-Packard represents
17 that in entering~nto this Contract, it has not relied on any previous representations or understandings of
18 any kind or nature.
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8.
Benefit of Agreement. This Contract shall bind and benefit the parties hereto
20 and their heirs, successors, and permitted assigns.
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9.
Risk of Loss. Risk of loss or damage shall pass to City and delivery shall be
22 deemed to be complete upon delivery or upon moving into storage at City's request, whichever occurs
23 first.
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10.
Forum Selection. Any action brought relating to this Contract shall be brought
25 and held exclusively in a State Court in the County of Los Angeles, California.
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12.
Recitals. All recitals are incorporated by reference.
Waiver. Any waiver at any time by either party of its rights with respect to a
28 default under this Contract, or with respect to any other matters arising in connection with this Contract,
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1 shall not be deemed a waiver with respect to subsequent default or other matter.
2 13. Force Maieure. Neither Party shall be considered to be in default in any of its
3 obligations under this Contract when a failure of performance shall be due to an uncontrollable force.
4 The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including,
5 but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or
6 disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute,
7 ordinance, or regulation, embargoes of the United States Government or any other government, which by
8 exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of
9 due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations
10 under this Contract by reason of an uncontrollable force, shall give written notice within five (5)
11 Business Days of such fact to the other party and shall exercise due diligence to remove such inability
12 with all reasonable dispatch.
13 14. Attorney's Fees. In the event that it becomes necessary for either party to this
14 Contract to enforce any of the provisions of this Contract, the parties agree that a court of competent
15 jurisdiction may determine and fix reasonable attorney's fees to be paid to the successful litigant.
16 15. Amendments. All changes or modifications to this Contract shall be in writing,
17 stating that it is an amendment to this Contract, and shall be signed by the parties or their duly
18 authorized agents. This Contract shall not be modified through course of dealing, usage or trade.
19 16. Arbitration. The parties agree that any and all disputes arising out of or in
20 relation to this Contract, including without limitation any action in tort, shall be resolved exclusively,
21 finally and conclusively by arbitration in Los Angeles County, California under the auspices of and
22 pursuant to the rules of the Iudicial Arbitration & Mediation Services Inc. (JAMS). Each party will
23 select an arbitrator. Those two arbitrators will then select a third. The three-member panel will make
24 the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
25 written reasons for their decision. The arbitration decision shall be final and binding on the parties.
26 Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any
27 arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action
28 shall be the Superior Court of California, Los Angeles County. Any and all contracts between Hewlett-
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Packard and any subcontractor relating to this Agreement shall include the same arbitration clause.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and
through their authorized officers on the date, month and year first written above.
By:
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
By:
Title:
By:
Title:
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CITY OF VERNON
LEONIS C. MALBURG, Mayor
HEWLETT-PACKARD CO.
EXHIBIT A
Patsy Wallace
HEWLETI'-PACKARD COMPANY
8000 FootbiIls Blvd MS 5525
Roseville CA 95747-5636
CAPT BENUDIZ
CITY OF VERNON
4305 SANT FE AVE
VERNON CA 90058
03/21/2005
System Handle: MI0413033
HP Reference Number: 40675799
Dear CAPT BENUDIZ:
Enclosed you will fmd a Hewlett-Packard support service quote 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 9O-days.
To order support services detailed in this package, please return billing authorization by choosing one of the
following convenient options. Alrorders ace processed according to IiP's Terms and Conditions of Sale and
Service.
Option 1; Provide an open-ended purchase order. An open-ended purchase order allows HP to add products to
your agreement as necessary, as well as renew your support from year to year. Cancellation of the support service
agreement requires a 30-day written notice.
Option 2: Provide a purchase order for the coverage dates specified in the enclosed r~ferenced proposal
Option 3: Sign and return the attached Signature Authorization Method (SAM) fonn.
Purchase orders must reference the HP Reference Number and the System Handle. 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 Contract Admin. at 1-800-386-1115 X56479 FAX
1-800-307-0361
Sincerely,
Patsy Wallace
Contract Admin.
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SIGNATURE AUTHORIZATION MEmOD (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 DELIVERY AND REMIT PAYMENT.
(1) Customer Information
Company Name
. CITY OF VERNON
(2) Contract Information
Equipment Location Address
4305-S SANTA FE AVE
VERNON CA 90058-1714
Please check if applicable:
[ ] This contract is accepted with no revisions. If revisions are required. please contact your Support Agreement Specialist. A proposal
will be re-issuedto,reflect your changes and associated pricing, if any. A new SAM fonn will be provided for your authorization.
System Handle(s):
Document Number(s):
Coverage Period(s):
MI0413033
40675799
07/0112005 - 06130/2006
[ ] Check: here if your authorization is open--ended. 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 in 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 term. Re-pricing will occur automatica1ly without further authorization. ...
(3) Tax Information
[ ]' Taxable [ ] Tax Exempt Exemption # (Attach copy of certificate)
(4) Payment Meth.od Donat enclose Payment. Please select one of the following:
Please bill me: [ ] Annually [ ] Quarterly (total annual amount must exceed $5(0)
[ ] Semi-Annually [ ] Monthly (total annual amount must exceed $500)
[] Charge my credit card.Check one:(] VISa
Credit Card Nwnber Exp.Date
[ ] Mastercard [ J American Express
Cardholder Name(Print) Cardholder's Signature
(5) Service Authorization and Terms and Conditions
Customer's signature on this form constitutes authorization for HP to invoice Customer for the referenced System Handle. Services are
subject to lIP Terms and Conditions of Sale and Service, Exhibit E16, and HP Support Services, Exhibit SS5. Cancellation requires 30
days written notice. Payment is due 30 days from HP's invoice date.
Authorized Signature
Date Invoice-To Address (if different from Equipment Location)
Printed Name
Title E-mail Address
PhoneJFax
(6) Completed form should be returned to:
Hewlett-Packard Company Patsy Wallace
8000 Foothills Blvd MS 5525 1-800-386-1115 XS6479
Roseville, CA 95747-5636 1-800-307-0361 (FAX)
'(ll]'
SUPPORT INVOICE
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** Original **
Invoice to:
7.1.2813 I MB 0,309 54331Sll.ps 0510 I-I
11.1..11...1111111.1.1111... .111.. .1.. .11.1..111....1.1.1111.1
DOLORES FONSECA
CITY OF VERNON
4305 S SANrA FE AVE
VERNON CA 90058-1714
!!!quiries to:
Hewlett Packard Company
CoIleetions
8000 FoothWs Blvd MS5518
RoseviUe, CA 95747
(800) 209-~
Federal EIN: !H-I081436
Please apply with next remittance
Date
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MI0413033
0510112005 0513112005
MV SOFIW ARE
3,857.00
Summary of Olarges
Software Support-Labor
TOTAL INVOICE AMOUNT DUE
3,857.00
3,857.00
Software Loaltion
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Payment due date: 0610212005
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, Support Services Quote
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Special Terms and Conditions No: S
Your PO Reference:
CCRN Nllmber: 0303011932
System HaRdIe: MI0413033
HP Reference Number: 40675799
Equipment Address:
City ofVemon
4305 S SANTA FE AVE
VERNON CA 90058-1714
Software Update Address:
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Hardware Contact:
DOLORES FONSB::A
T8:(323)58~811
Fax:
The quoted priees are vaUd for 90 days from: 04115/2005
Coverage from: 07/0112005 to: 06130/2006
For Support, please all: 800-633-3600
Software Contact:
DOLORES FONsecA
T8: (323) 583-8811
Fax:
*** Support Senkes ***
H9080AA
HP MS Support.Secvices
Hardware Support Declined
24x7 SW Supp Phone-in covrg
Unlirni1ed Phone-in Assistance
ASE on-si1e day
PSS for PC Savers
*** Software Support ***
H9071AA
H9073AA
H9072AA
H9083AA_TOO
H9089AA...TOO
MY Operating System Support, unlimited
MY Extended Apps Support, unlimited
MY Core Apps. unlimited phone-in
PSS for Windows Savers
Additional ASH day
6
6
6
1
10
822,00
408. 00
336.00
893.00
1,920.00
Sub-total
4,379,00
Total MOIltIIJy Price for MV SOFIWARE
4,379.00
Sumalary of Olarges
Software Support-Labor
Software Support-Labor Tn CA
TOTAL INCLUDING TAX
4,379.00
0.00
4,379.00
Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing.
Total price includes aU additions, deletions, warranties, discounts and adjustments if applicable.
Support Quote Overview
~~.
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Support Agreement ID: 245669143
Special Terms and Conditions No: S
CustoDler Address:
CITY OF VERNON
4305 SANT FE AVE
VERNON CA 90058
Hewlett-Packard Address:
HEWLETT-PACKARD COMPANY
8000 Foothills Blvd MS 5525 '
Roseville CA 95747-5636
Customer Contact:
CAPr ae.lUDtZ
Tel: (323) 587-5171
Fax:
HP Contact:
Patsy Wallace
Tel: 1-800-3&6-1115 X56479
Fax: 1-800-307-0361
The quoted prices _ valid for 90 days fnxn: 0411512005
For Support, please c:a/I: 800-633-3600
Fer lDOft Wonaadoa .. dte for_t of tIds documeat visit ~..p.ceIllfP'Japsdoc:s
Subject to Hewlett-Paekard Company (lIP) Terms and Conditions of Sale and Service, Exhibit EI6, and lIP Support Services, Exhibit SSS.
H9080AA
HP MS Support Secvices
MI04I3033
H9080AA
07/01/200s 0613012006 MV SOFTWARE
Total Excluding Taxes
52,548.00
52,548.00
Swuwy of Clauges
SOftware Support-Labor
Total Exdltdiag Taxes
52,548.00
52,548.00
Total excludes all taxes, however, taxes will be added at the time of invoicing atthe current tax rate.
Total price includes all additions, deletions, warranties, discounts and adjustments ifapplicable.
Refer to the detail document for state & local tax
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HP TERMS AND CONDITIONS. OF SALE AND SERVICE
Exhibit E16
HP's sale of Products and Support and HP's license of Software are governed by these HP Terms and
Conditions of Sale and Service.
1. DEFINITIONS
a) "Delivery" means standard HP shipping to and arrival at the receiving area at the "Ship To"
address specified in Customer's order.
b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products
or Support.
c) "License Fee" means the fee or fees designated by HP for Use of Software. Different License Fees
may apply to particular Software if more than one Software License is available for that Software.
d) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that
are determined by HP to be available from HP upon receipt of Customer's order. "Custom Products"
means Products mod~fied, designed or manufactured to meet Customer requirements.
e) "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").
f) "Software License" means the Software license grant and general license terms set forth herein.
Each Software License has a corresponding License Fee.
g) "Specifications" means specific technical information about HP Products which is published in HP
Product manuals and technical data sheets in effect on the date HP ships Customer's order.
h) "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.
i) "Use" means storing, loading~ installing, executing or displaying Software on a Device.
2. PRICES
a) Prices are valid for the period quoted by HP or for the applicable purchase agreement ordering
period, whichever expires first. Product prices for an order remain valid for ninety (90) days
from the original order date unless otherwise q.uoted 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 sixty
(60) days written notice.
b) Prices are exclusive of, and Customer will pay, applicable sales, use, consumption, goods and
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 ninety
(90) 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.
.... DEUVERY
HP wilr make reasonable efforts to meet Customer's Deli very requirements.
Customer's Deli very requirements, al ternati ve arrangements may be agreed.
agreement, Customer's sole remedy is to cancel the order.
If HP is unable to meet
In the absence of such
5. SHIPMENT, RISK OF LOSS OR DAMAGE, AND mLE
HP will ship according to HP's standard commercial practice, and risk of loss or damage and title
will pass from HP to Customer at the Ship To address. Shipping and handling charges will be listed
separately on HP's invoice when not included in the Product's purchase price. If Customer requested
special packing or shipping instructions are agreed to by HP, charges will be billed separately to
E16
Revision Date 01-nov-2002
Page1/6
Revision Number 10
r~.
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lavent
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
Customer, and risk of loss or damage and title will pass to Customer on deli very to Customer' s
carrier or designate.
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
standard installation and test procedures.
b) For Products without installation included in the purchase price, acceptance by Customer Occurs
upon Deli very. 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 thirty (30) days after Delivery, Customer acceptance of the
Product(s) will occur on the 31st day after Delivery.
7. PAYMENT
a) Payment terms are subject to HP credit approval. Payment is due thirty (30) days from HP's invoice
date. Invoices for contractual support services and maintenance will be issued in advance of the
Support period. HP may change creditor 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 ten (10) days written notice, the failure has not been
cured.
8. WARRANTY
a) Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from HP will receive the standard warranty in the country of purchase. If
Customer moves such Products to another country where HP has Support presence, then Customer will
receive the destination country standard warranty.
c) Customer may receive a different warranty when the Product is purchased as part of a system. HP
reserves the right to change the warranty. Such changes will affect only new orders.
d) The warranty period begins on the date of Delivery, or the date of installation if installed by
HP. If Customer schedules or delays installation by HP more than thirty (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 meet requirements specified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
i) If HP receives notice of defects or non-conformance to hardware Specifications, or substantial
non-conformance to HP owned standard Software Specifications during the warranty period, HP will,
at its option, repair or replace the affected Products. If HP is unable, within a reasonable time,
to repair, replace or correct a defect or non-conformance in a Product to a condition as
warranted, Customer will be entitled to a refund of the purchase price upon prompt return of the
Product to HP. Customer will pay expenses for return of such Products to HP. HP will pay expenses
for shipment of repaired or replacement Products.
j) HP warrants that HP Support will be provided in a professional and workmanlike manner.
k) Some newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
1) The warranties provided herein will apply only to those Products and Support which are branded by
HP with an HP trademark (~HP BrandedH). HP does not warrant any third party Products or Support
even if included with other HP Branded Products or Support. Furtheremore, HP provides all such
E16
Revision Date 01-nov-2002
Page 2/6
ReVision Number 10
~~.
""t
IRyent
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
third party, Products and Support AS IS. However, the original manufacturers of suppliers may
provide their own warranties as specified in the documentation accompanying such third party
Products and Support.
mJ The above warranties do not apply to defects resulting from:
1) improper or inadequate maintenance by Customer;
2) Customer or third party supplied software, interfacing or supplies;
3) unauthorized modification;
4) improper use or operation outside of the Specifications for the Product;
5) abuse, negligence, accident, loss or damage in transit;
6) improper site preparation; or
7) unauthorized maintenance or repair.
nJ THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY,.WHETHERWRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. TO THE EXTENT PERMITTED BY LAW, HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
9. SUPPORT
a) Customer may order Support from HP's then current Support offering. Some Support (and related
Products) may not be available in all countries. Orders for Support are subject to the terms of
the Support Exhibit or quotation in effect on the date of order.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's
reasonable opinion, in good operating condition.
c) HP may, at no additional charge, modify Products to improve operation, supportability and
reliability, or to meet legal requirements.
d) Relocation of Products is Customer's responsibility. Relocation may result in additional Support
charges and modified serviCe response times. Support of Products moved to another country is
subject to availability.
eJ HP will provide Support for products that are not HP Branded when approved by HP in writing. HP
will provide Support for HP Products when Customer allows HP to perform modifications if requested
by HP under Section 9. c) above. Customer is responsible for removing any products not eligible
for Support to allow HP to perform Support services. If Support services are made more difficult
because of such product(s), HP will charge Customer for the extra work at HP's standard rates.
f) Support does not cover any damage or failure caused by:
1) use of non-HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation by
Customer, work or modification by people other than HP employees or subcontractors, or other
causes beyond HP's control; or
4) inability of any non-HP products in Customer's environment to correctly process, provide or
receive date data (i.e., representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.
g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer files, data or programs. Customer will have a representative present when HP
provides Support services at Customer's site. Customer will notify HP if Products are being used
in an environment which poses a potential health 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 thirty (30) days written
notice unless otherwise agreed in a Support agreement. HP may cancel Support orders or delete
Products no longer included in HP's Support offering upon sixty (60) days written notice unless
otherwise agreed in a Support agreement.
E16
Revision Date 01-nov-2002
Page3/6
Revision Number 10
M...
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
10. UCENSES
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 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, 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
herein, and the Use restrictions and authorizations specified by HP will take precedence over the
teems 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 anyone time.
c) Unless otherwise specified, all Software Licenses will be perpetual unless terminated or
transferred in accordance with Section 10. k).
d) If Customer is an HP authorized reseller, Customer may sublicense the Software to an end-user for
its Use or (if applicable) sublicense the Software to an HP authorized reseller for subsequent
distribution to an end-user for its Use. These sublicenses must incorporate the terms of this
Software License in a written sublicense agreement, which will be made available to HP upon
request. If Customer is not an HP authorized reseller, 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's Software License
confers no title or ownership and is not a 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 Use of the
Software on a backup Device, provided that copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.
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, upg~ades 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 or decompile the Software without
consent. Where Customer has other rights under statute, Customer will provide
detailed information regarding any intended disassembly or decompilation.
decrypt the Software unless necessary for legitimate use bf the Software.
k) Customer's Software License is transferable subj ect to HP' s prior written authori.zation and
payment to HP of any applicable fee (s). Upon transfer of the Software License, Customer will
immediately 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.
HP's prior written
HP with reasonably
Customer will not
1) HP may terminate Customer's or any transferee's or sublicensee's Software License 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 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, one 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 aU. S. government prime contract or
subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer
software, computer software documentation and technical data for commercial items are licensed
under vendor's standard commercial license.
E16
Revision Date 01-nov-2002
Page 4/6
Revision Number 10
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HP TERMS AND CONDITIONS OF SALE AND SERVICE.
Exhibit E16
11. INTELLECTUAL PROPERTY RIGHTS
al HP will defend or settle any claim against Customer, (or third parties to whom Customer is
authorized by HP to resell or sublicensel, that HP Branded Products or Support (excluding Custom
Products and Custom Supportl, 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:
11 promptly notifies HP in writing; and
21 cooperates with HP in, and grants HP sole control of the defense or settlement.
bl HP will pay infringement claim defense costs, settlement amounts and court-awarded damages. If
such a claim appears likely, HP may modify the Product, procure any necessary license, or replace
it. If HP determines that none of these alternatives is reasonably available, HP will refund
Customer's purchase price upon return of the Product if within one year of Delivery, or the
Product's net book value thereafter.
cl HP has no obligation for any claim of infringement arising from:
11 HP's compliance with Customer's designs, specifications or instructions;
21 HP's use of technical information or technology provided by Customer;
31 Product modificati9ns by Customer or a third party;
41 Product use prohibited by Specifications or related application notes; or
51 Product use with products that are not HP Branded.
dl These terms state HP's entire liability for claims of intellectual property infringement.
12. UMITATION OF UABIUTY AND REMEDIES
alproducts are not specifically designed, manufactured or intended for sale as parts, components or
assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility.
Customer is solely liable if Products or Support purchased by Customer. are used for these
applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or
liability in connection with such use.
bl To the extent HP is held legally liable to. Customer, HP's total liability is limited to: payments
described in Sections 8. i I and 11. bl above; damages for bodily inj ury; direct damages to
tangible property up to a limit of U.S.$l,OOO,OOO; other direct damages for any claim based on a
material breach of Support services, up to a maximum of twelve (12) months of the related Support
charges paid by Customer during the period of material breach; and other direct damages for any
claim based on a material breach of any other term of these HP Terms and Conditions of Sale and
Service, up to a limit of U. S. $1,000,000 or the amount paid to HP for the associated Product,
whichever is less.
cl Notwithstanding Section 12. bl above, in no event will HP or its affiliates, subcontractors or
suppliers be liable for any of the following: incidental, special or consequential damages
(including downtime costs or lost profits, but excluding payments described in Section 11 above
and damages for bodily injuryl; damages relating to Customer's procurement of substitute products
or services (i.e., "cost of cover"l; or damages for loss of data, or software restoration.
d) THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES.
13. GENERAL
a) The parties hereby agree that they may do business electronically, including contract formation,
order placement and acceptance. Any orders placed by Customer and accepted by HP on any HP. com
website or HP/Customer extranet site will create fully enforceable obligations that will be
subject to the terms hereof. Such orgers and acceptances will be deemed for all purposes to be:
11 business records originated and maintained in documentary form;
21 a "writingH or "in writingH;
3) HsignedH; and
4) an "originalH when printed from electronic files or records established and maintained in the
normal course of business.
E16
Revision Date 01-nov-2002
Page5/6
Revision Number 10
.e
iAyent
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
The parties further agree not to contest the validity or enforceability of such transactions under
the provisions of any applicable law relating to whether certain agreements are to be in writing
or signed by the parties to be bound thereby and will be admissible if introduced as evidence on
paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and
under the same conditions as other business records originated and maintained in documentary form,
In addition, the parties agree' that transactions may be conducted through electronic data
interchange or other electronic methods, as agreed by the parties. The parties will adopt
commercially reasonable security measures to limit access to passwords and to limit access to the
sites to authorized persons. Each party will be responsible for any unauthorized use of the sites
or issuance of messages caused by the failure of its security measures.
bl 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.
d) Customer may not assign any rights or obligations hereunder without prior written consent from HP.
e) Customer who exports, re-exports or imports Products, technology or technical data purchased
hereunder, assumes responsibility for complying with applicable laws and regulations, and for
obtaining required export and import authorizations. HP may 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 herein which by their nature extend beyond the termination of any sale or license of
Products or Support will remain in effect until fulfilled.
hI 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 full 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 name which is confusingly
similar 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 Condi tions of
Sale and Service, which may not be changed except by an amendment signed by an authorized
representative of each party.
E16
Revision Oate 01-nov-2002
Page6/6
Revision Number 10
M..... ,,411
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HP SUPPORT SERVICES
Exhibit SS5
The HP Upfront Services and HP System Support as defined below (collectively, "Support Services~) are
governed by this Exhibit and the HP Terms and Conditions of Sale and Service (Exhibit E16) or the HP
Business Terms (Exhibit E99).
1. DEFINITIONS AND SERVICES INCLUDED
a; "HP System Suppo'rt Upfront Services", "HP System Support Options", "HP Care Pack~, or simply "HP
Upfront Services~ refers to HP's offerings for hardware, software, network, SAN (Storage Area
Network), and Mission Critical support. HP Upfront Services are available for purchase by the
Customer either at the time of Product purchase, or prior to installation of such Products for
which HP Upfront Services are being purchased.
b) "HP System Support Services", "Compaq Services" or simply "HP System Support" refers to HP' s
offerings for hardware, Software, network, SAN (Storage Area Network), .and MisSion Critical
support. HP System Support is available ona contractual basis either for a fixed period or on an
open-ended ("evergreen") basis (note that these are not part of HP's Upfront Services offering, as
defined above.) HP System Support Services are also referred to as "contractual support".
c) Certain features of HP Upfront Services and HP System Support Services are optional and may b<;!
purchased upon request by Customer. Standard and optional features for HP System Support Upfront
Services and HP System Support Service, covering HP and specified non-HP systems, are described in
the applicable Technical Data. sheet and/or Service Description and will be provided pursuant to
the specifications set out therein. Such Technical Data sheets and/or Service Descriptions become
an integral part of this Exhibit.
d) "Support Services" will mean the collective service offering described in 1. a) and 1. b) above.
2. PREREQUISITES
HP, in its redsonable opinion, will make a determination regarding whether Customer adequately meets the
prerequisites for Support Services as outlined in this Exhibit.
a) Uniform Coverage. Unless otherwise agreed by HP, all hardware and software products that
constitute the minimum system configuration (a collection of hardware and software that is
designated to operate as a functional unit), along with all other such hardware and software
products that may be included or attached to such system configuration, must be covered at the
same Support Services coverage level. Similarly, the duration period must be the same for all
hardware and software products in a particular system for which Support Services is purChased.
(i.e., must be coterminous).
b) Connectors and Cables. All products covered under Support Services must be interconnected by
cables or connectors listed in the appropriate manufacturer's documentation as compatible with the
system. For products that do not meet this requirement, service is available at the applicable
standard service rates for such products.
c) Software Support. All HP systems for 'which execution of diagnostic tests is software-dependent
must, at a minimum, be covered by Support Services that prOVide periodic software updates.
d) Right to Copy Documentation. Customer may copy documentation updates for use with other systems
covered by the Support Service that provides software support.
e) Software Licenses. Customer can purchase Support Services only for HP software for which Customer
has rightfully acquired an appropriate HP software license (pursuant to licensing terms in Exhibit
E16 or E99).
f) Designated Callers and Training Requirements. All Response Center callers must be generally
knowledgeable. and tTained in system administration, system management, and if applicable, network
administration/network management in order to be an authorized caller. HP has the right to review
and discuss an authorized caller's prior training and/or experience to determine initial
eligibility. In addition, if issues should arise during Response Center interaction that, in HP's
reasonable opinion, may be a result of such caller's lack of general experience and/or training,
HP reserves the right to request replacement of such caller. Access to HP's Response Center: is
limited to: Customer system manager(s) for the operating system and subsystem software, if
applicable, the network operator for the network, and for Support Services that include SAN
coverage; after normal business hours authorized caller; including storage network operator and
alternate; if applicable, application software manager and alternate; and if applicable,
addi tional HP Response Center callers, which may be subj ect to an additional charge. In the
absence of any of these managers, the HP Response Center is available for their designated
alternates. In the event of a change to the designated caller(s), Customer will inform HP of such
replacement within a reasonable time. All Response Center callers must have the proper system
identifier, such as the system handle or system serial number, when initiating a call to the
Response Center.
SS5
Revision Date 01-nov-2002
Page 1/5
Revision Number 2
Printing Date 2 June 2005
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HP SUPPORT SERVICES
Exhibit SS5
g) Remote Support. For HP to provide remote support, Customer must give authorization and provide
access to a remote support connection, either internet based or qualified modem, as well as access
to one voice-grade telephone line and one data-quality telephone line or network with
terminations, or equivalent, near the system. ror storage devices using Continuous Track or
Instant Support Enterprise Edition, 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
provide HP adequate space for and access to HP-provided equipment, as well as provide connectivity
as specified in the applicable Technical Data sheet and/or Service Description for the Support
Service.
h) HP IT Resource Center. HP IT Resource Center is available via the worldwide web for certain
Support Services, Wi th a Web browser, Customer can access the speci fied areas of the HP IT
Resource Center. E'TP access is required for some electronic services. Designated callers who
submit HP Response Center calls via the HP IT Resource Center must meet the same training
requirements set forth in 2.. f) above. Use of HP support tools available via the HP IT Resource
Center requires agreement to the HP Support Tool License Terms.
i; Country Boundaries.
the same country.
All systems supported by one Customer system manager must be located within
j) Eligibility. To be eligible for certain coverage levels and Support Services offerings, Customer
may be required to meet a minimum monthly billing amount specified by HP.
k) Central Order Group (selected products ONLY). This provision only applies to Customers who have
purchased certain Support Services in regards to the designation of the Central Order Group by HP.
The Central Order Group is defined as the particular system within a grouping of systems in a
Customer's environment that has the fastest processor speed and largest number of users. The
Central Order Group must have only one Customer system manager. Unless otherwise agreed, HP will
designate which system constitutes the Central Order Group based upon the criteria defined above.
Except for certain designated mission critical environments, both the Central Order Group and add-
on order groups (connected systems) must be of the same HP or non-HP product family and must
collectively have the same Customer system manager.
3. SERVICE UMITATIONS
a) Hardware, Software, SAN and Network Support.
network-related problems not covered by Support
standard services rates for such products.
b) Maximum Use Limitations. For those products that have a maximum usage limit, such as a specified
page limit, as set forth in the applicable Operating Manual, Technical Data Sheet, or Service
Description, any such Products operated in excess of their maximum usage rate are not eligible for
Support Services, but can be serviced at the applicable standard service rates for such products_
Any services involving hardware, software or
Services, will be subject to the applicable
c) Interfaces and Accessories. HP may cover cables, connectors, accessories and interfaces under the
same hardware service level purchased for the products with which they are used,
d) Supported Software Versions. Unless otherwise agreed by HP, HP provides HP Support Services 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. A version is defined as a
release of a software product that contains new features, enhancements, and maintenance updates.
If support_ coverage lapses, additional fees may be required to resume support coverage, HP will
support specified versions of selected non-HP software, but will not support the software any
longer than the vendor supports it. ror non-HP software, HP provides Support Services only for
software versions that are documented as supported on specified configurations. HP will be under
no obligation to provide Support Services should it be required due to alterations or
modifications to code.
e) Non-HP Software. For non-HP Software, Support Services are limited, unless otherwise specified
by HP, to telephone assistance, and if available to HP from the third-party software vendor or
other appropriate provider, patches, workarounds, and updates.
f) HP Software on Non-HP Systems. Support Services for certain HP
designated non-HP systems is limited to the support deli verables
Technical Data Sheet and/or Service Description. Customers must
software at a code revision level specified by HP.
g) Network Software Coverage without Network Support. Support for HP network software that provides
mul ti vendor node connecti vi ty is limited to product-usage and problem-solving assistance and
software update materials, unless network support is purchased.
software products used with
specified in the applicable
maintain HP-supported non-HP
h) Travel Zones. Customer sites located beyond one hundred (100)
exception of HP's mission critical Support Services offering,
miles (160 kilometers), with the
in which case for those sites
SS5
Revision Date 01-nov-2002
Page2/5
Revision Number 2
Printing Date 2 June 2005
M<' t
. . .. .
.......'-....... .."
i R Y. n t
HP SUPPORT SERVICES
Exhibit SS5
located beyond fifty (50) miles, of a primary H~ support office may be subject to travel charges,
longer response times, reduced restoration or repair commitments, and reduced coverage hours.
i) Availability. Some Support Services features and coverage levels are subject to local
availability.
j) Consumables, User Replaceable Parts, Maintenance Kits, and other Supplies. Support Services do not
include the provision, return/replacement, or installation of supplies or other consumable items
including but not limited to, accessorie8, operating supplies, magnetic media, print heads,
ribbons, toner, and batteries.
k) Out of Coverage Hours. Customer requests for Support Services, or for HP installation and
configuration services, that are scheduled after HP's locally defined, standard business hours may
be subject to HP .standard after hours service rates (unless Customer has specifically purchased
the applicable after hours coverage for such Support Service).
4. CUSTOMER RESPONSIBIUTIES
a} Product List. Customer will be responsible for the overall listing of hardware and software
products under Support Services, including the accuracy of such listing, the location of the
products, serial numbers, the HP-designated system handle(s), and their associated coverage
levels, including any subsequent changes to such listing, as required, throughout the applicable
Support Services coverage period.
b) Access. Customer must provide HP with the following:
1) Access to the products covered under HP Upfront Services and HP System Support.
2) Adequate working space and facilities within a reasonable distance of the products.
31 Access to and use of all information, internal resources, and facilities determined necessary
by HP to service the products.
4) For the scheduled support level, Customer must designate a single work area acceptable to HP at
Customer site. This area must include shelves or racks for incoming and outgoing products,
adequate open bench workspace, adequate power and lighting, and access to a telephone. Before
having a product serviced under the scheduled support level, Customer must:
al Maintain a written log of model number, serial number, and current failure symptoms and be
prepared to provide this information to HP upon request.
bl Locate all failed units to be repaired during a scheduled visit at the designated work area
before the HP Customer Engineer arrives.
c) Call HP the workday before the day of the scheduled visit to provide information regarding
the number and type of products requiring repair.
c) Operating Procedures. Customer must follow routine operating procedures as specified in the
manufacturer's product operation manual(sl.
d) Diagnostic/Maintenance Software (selected products). HP will require the use of certain system and
network diagnostic and maintenance programs (hereinafter referred to as "Proprietary Service
Tools"1 for delivery of Support Services under certain coverage levels. These Proprietary Service
Tools which remain the sole and exclusive property of HP, are provided "as is," and include, but
are not limited to, remote fault management software, High Availability Observatory ("HAO"I,
Insight Manager, Instant Support ("IS"), and Ins.tant Support Enterprise Edition ("ISEE"), Such
tools may reside on the Customer's system(s) or site(s), and Customer may only use such tools for
the purposes covered by HP's permission, and only during the term of the applicable Support
Service coverage period. Customer may not sell, transfer, assign, pledge, or in any way encumber
or convey these Proprietary Service Tools. Customer will also be required to:
1) allow HP to keep such Proprietary Tools resident on Customer's system(sl or site(s), and assist
HP in running these Proprietary Service Tools,
21 install, maintain, and support such Proprietary Service Tools, including any required updates
and patches,
3) use the electronic data transfer capability to inform HP of events identified by the software,
and
4) if required, purchase HP-specified modem and/or data sets for systems having remote diagnosis
service. Upon termination of Support Services, Customer will return the Proprietary Service
Tools and/or allow HP to remove these Proprietary Service Tools.
el Revision Levels. Customer must maintain all associated system hardware and firmware at the latest
HP-specified configuration and code revision level.
SSS
Revision Date 01-nov-2002
Page3/5
Revision Number 2
Printing Date 2 June 2005
lB' '.
, , .
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iRvent
HP SUPPORT SERVICES
Exhibit SS5
fl Telecommunication Charges. Customer is responsible for all telecommunication charges associated
with using HP IT Resource Center and with installing and maintaining. ISDN links and Internet
connection, or HP-approved alternatives, to the HP Response Center, including as they relate to
the HAO, or other Proprietary Service Tools.
g) Temporary Procedures. Customer is responsible for implementing temporary procedures orworkarounds
while permanent solutions are being sought.
5. SOFTWARE LICENSE AND COPYRIGHTS
al Updates. Software updates or revisions furnished in connection with Support Services are subject
to the license terms in effect for such Software on the date HP ships the update to the Customer.
Any standard commercial software product furnished under such Support Services is subject to the
standard commercial Software license terms applicable to the product.
bl HP Update Ownership. Customer acknowledges that it does not own and has no right to, title to, or
interest in the updates except as set forth in the applicable HP Software License Terms.
cl Copyright and Trademark Notices. Customer agrees to reproduce and conspi~uously affix copyright
and trademark notices from the original software or documentation on each copy of an update that
Customer makes or obtains from an electronic data source.
6. MUL TIVENDOR NETWORK COVERAGE
al Affiliates. HP has developed working relationships with select vendors, known as Affiliates, who
assist in the delivery of multivendor support. For purposes of HP's appointment as a Special Agent
during multi vendor coverage, non-Affiliate refers to other vendors of products in Customer's
network.
b) Performance of Affiliates and Non-Affiliates. HP is not liable for performance or non-performance
of Affiliates and non-Affiliates, their products, or their support services.
cl Operational Network. HP must verify Customer's network as fully operational before
Services, including LAN/WAN network, and Storage Network Environmental support coverage
This prerequisite is deemed met if Support Services coverage commences upon completion
network configuration or assessment services. Otherwise, HP performs verification
applicable standard service rates for such products.
d) Supported Connections. HP must agree upon all network connections and products covered under
Support Services with network coverage.
Suppo rt
begins.
of HP' s
at the
el Service Requests. Prior to or after placing a service request with HP, Customer will run HP or
non-HP product or network diagnostic sel f-test programs, as appropriate. Customer must then
contact the appropriate ~roduct vendor if a specific product is found to be at fault. Upon request
from HP during a service call, Customer will enable the connection to HP via the network support
tool if applicable.
f) Network Information. Customers without the HP network support tool installed must identify current
product version numbers and system configuration information for all products on the netwoLk,
Customer must notify HP when major topology changes occur on the network.
gl Non-HP Service Contracts. To take advantage of Support Services benefits, Customer must purchase
service contracts from Affiliates and non-Affiliates that maintain appropriate support service
levels for non-HP products.
7. MUL TIVENDOR NETWORKIWARRANTY MAINTENANCE MANAGEMENT
Should Customer purchase Support Services that include multivendor network coverage and/or warranty
maintenance management services that require HP to act as a special agent, additional terms and
conditions will apply. Customer and HP will negotiate in good faith such mutually agreeable
additional terms. HP will be under no obligation to act as Customer's special agent until such time
as these additional terms are agreed upon and executed between the parties.
8. MISCELLANEOUS
a) Subcontractors. Notwithstanding anything to the con~rary in HP Exhibits El6 or E99, HP reserves
the right and Customer consents to HP' s use of subcontractors to assist in the provision of
Support Services as HP deems appropriate, without notice to Customer.
bl Replacement Parts. Replacement parts provided under Support Services may include new parts,
equivalent to new parts, parts that are functionally equivalent or superior to the replaced part,
or whole unit replacements. Replaced parts become the property of HP, unless otherwise agreed, and
SSS
Revision Date 01-nov-2002
Page4/5
Revision Number 2
Printing Date 2 June 2005
.
i.v.nt
HP SUPPORT SERVICES
Exhibit SS5
provided that Customer pays the applicable charge Is) associated for retaining such replaced
part Is).
c) Attachments. For certain Support Services, Customer may be required to execute. addi tional
Attachments to this Exhibit.
d) Order of Precedence. The order of precedence will be as follows: The HP Terms and Conditions of
Sale and Service or HP Business Terms IExhibit El6 or E99), this Exhibit, the Technical Data
Sheetls), and the Service Descriptionls). Notwithstanding any reference to Compaq Equipment
Corporation U.S. Standard Terms and Conditions or Compaq Equipment U.S. Services Terms and
Conditions, or Compaq Services Agreement, the HP Exhibit El6 or E99 will govern the provision of
Support Services herein.
e) HP Product Warranty Upgrade for ninety (90) cay on-site warranty or one II) year "Return to HpH
converted to ninety (90) Day on-site warranty. If Customer purchases HP Upfront System Support
Services or HP System Support Options for a HP hardware product that carries either a ninety (90)
day on-site or a one II) year return-to-HP warranty converted to ninety (90) day on-site warranty,
and the associated Up front System Support Services or System Support Option service level
purchased by Customer does not provide a better service level than the base ninety (90) day
warranty, the service level associated with the base warranty will apply for such ninety (90)
days. Thereafter, the service level and response time will revert to those defined by the Upfront
System Support Services or HP System Support Option purchased by the Customer. A one (l) yea r
return-to-HP warranty must be converted to a ninety (90) day on'-site warranty to qualify.
Additionally, days of coverage and on-site response times can be upgraded for an additional charge
during the warranty period for most hardware products.
fJ Warranty Status of Non-HP Products. Irrespective of a particular non-HP product's warranty status,
such Non-HP product Is) under Support Services will be serviced in accordance with this Exhibit,
and any applicable Attachments.
g) Cancellation. In the event any prepaid Support Services are canceled, Customer will receive a pro-
rata refund only for the unused prepaid services, less any applicable early termination fees, if
such fees apply as set forth in an executed addendum or attachment to this Exhibit.
h) Financing. If Support Services are financed as part of an HP Financing Agreement, the HP Financing
Agreement terms and conditions regarding cancellation will govern.
SS5
Revision Date 01-nov-2002
PageS/S
Revision Number 2
Printing Date 2 June 200S
19
20
21
22
23
24
25
26
27
28
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, ~
1
2
3
4
5
6
7
8
9
10
11
EXHIBIT B
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 Iniury Property Damage
Each Person Each Accident Each Accident
Hazards
Automobile Liability
Owned Automobiles
Hired Automobiles
Non-Owned Automobiles
Workers' Compensation
Emplovers' Liability
$ 500,000
$ 500,000
$ 500.000
$1,000,000
$1,000,000
$1.000.000
$ 500,000
$ 500,000
$ 500.000
$ Statutory
$1.000.000 per employer
12 II. General and Professional Liability
13
14
15
16
17
General Liability
Premises Operations
Elevators (if applicable)
Independent Contractors
Products - Completed Operations
Contractual Liability
Professional Liability
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 1.000.000
$2.000.000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2.000.000
$2.000.000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1.000.000
$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:
1. 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 Agreement.
4. Such other endorsement as may be required by City.
b.
In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
EXHIBIT B
CITY COUNCIL
LEONIS C. MALBURG
Mayor
JOHN KARNS
Karns & Karabian
General Counsel
THOMAS A. YBARRA
Mayor Pro- Tem
WM, "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
KEVIN WILSON
Director of Community Services & Water
STEVEN E. PARKER
Fire Chief
W, MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
Chief Executive Officer of
Light & Power
ERIC T. FRESCH
City Attorney
SOL BENUDIZ
Police Chief
LEWIS J. POZZEBON
Director of Environmental Health
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
RORY BURNEIT
Gursey, Schneider & Co, LLP
City Accountant
June 21, 2005
Hewlett-Packard Company
Attn. Patsy Wallace, Contract Administrator
8000 Foothills Blvd., MS 5525
Roseville, CA 95747-5636
Re: Product Services Contract
Dear Sir:
In accordance with Section 6-H of said agreement, you are to furnish
the City with proof of insurance as set forth in the Insurance
Schedule.
Please submit your insurance documents to Joan Francone, Risk Manager,
for review and approval. Upon approval of said documentation, this
office will forward to you a fully executed duplicate original
agreement.
If you have any questions, please contact D010res Jaunzemis at
323/583-8811 ext. 234.
Very truly yours,
~~
Nelly Giron
Deputy City Clerk
NG:rcm
cc: J. Francone
E. Fresch
S. Benudiz
D. Jaunzemis
''RIIIIIIrolu't ion No.
Agreement File
8774
No. 05-071
"Exclusively Industrial"
.,
CITY COUNCIL
LEONIS C. MALBURG
. Mayor
THOMAS A. YBARRA
Mayor Pro-Tern
WM, "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V, MALKENHORST
City Administrator / City Clerk
Cruef Executive Officer of
Light & Power
ERIC T, FRESCH
City Attorney
Finance Committee
City of Vernon
Honorable Members:
~
...
.,
"
JOHN KARNS
Karns & Karabian
General Counsel
KEVIN WILSON
Director of Community Services & Water
STEVEN E. PARKER
Fire Cruef
SOL BENUDIZ
Police Chief
LEWIS J, POZZEBON
Director of Environmental Health
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
RORY BURNETT
Gursey, Schneider & Co, LLP
City Accountant
June 7,
2005 _.~
Offptwj,5/0S' S {,f\~
~t drSlO ~~
The Police Department is requesting to renew their existing Support
Service Agreement with Hewlett-Packard to continue providing software
and technical support for their Records Management System, the
Computer Aided Dispatch System, and the Mobile Computer Terminals that
expires June 30, 2005. Funds will be budgeted for this expenditure in
fiscal year 2005/2006.
This has been reviewed by the Information Technology Consultants and
the City Attorney and it is hereby recommended that the Support
Services Agreement with Hewlett-Packard be renewed for the period July
1, 2005 through June 30, 2006, at an approximate cost of $52,548.00-
and it is further recommended that the Purchasing Department verify
that funds are specifically budgeted for this expense in the 2005/2006
fiscal year.
BVMjrcm
Very truly yours,
~/~
Bruce V. Malkenhorst
City Administrator
"Exclusively Industrial"
(Vi
.
,
,
...
_ ~lf'~ fU'
~~ ~
~.~~\~,;?
~-
~
Memo
To: Bruce V. Malkenhorst, City Administrator
.. . /"J) rrom: Dolores Jaunzemis, Purchasing Assistant ~
~y Date: 06/02/2005 - ~
Re: Hewlett Packard Renewal
Attached for your approval is requisition # 16021, The Police Department is requesting
renewal of the Hewlett Packard maintenance support services for the new fiscal year
2005/2006. The services cover software and technical support for the Records Management
System, the Computer Aided Dispatch System and the Mobile Computer Terminals,
The yearly cost for maintenance on the three computer systems is $52,548,00 (to be paid in 12
monthly installments). This is an increase of$6,264,00 from the previous year, The portion
of$4,608.00 comes from the increase from 8 to 10 days of Additional ASE (Account Support
Engineer) days, The Police requested these two additional days for the migration of the
servers, Price increase is reflected with the remaining increase of$I,656,00, The department
has appropriated adequate funds in the new fiscal year for this purchase.
Carlos Fandino has reviewed and approved this request,
. Page 1
,
..
lit
.,
PURCHASE REQUISITION
16021
CITY OF VERNON, CALIFORNIA
DEPARTMENT: POLICE
REQUESTOR NAME: RODINO/SAWlCKI$
DATE: 6/1/2005
)
SUGGESTED VENDOR: HEWlEIT PACKARD COMPANY
VENDOR ADDRESS: SOOOFOOTHILLS BLVD MS5525, ROSEVllLE, CA 95747-5636
FAX#:
REQUIRED DELIVERY OR SERVICE DATE:
011 500 1031 5962
CONTACT PERSON:
DELIVERY OR SERVICE LOCATION:
YES L-
1
MI0413033 H9080AA 07101/200506130/2006
$52548,00
$52,548.00
Support Services
H9080AA See Reference docs
Software Support
H9011AA - MV Operating System Support, Unltd
H9073AAMV. Extended Apps Support,Unltd
H9072AA MV Core Apps, unltd phon~in
H9083AA_ TOO PSS For Windows Servers
H9089AA_ TOO Additional ASE day
monthly cost $4,379.00
Pre l/iOU!:.
1'L
SCHEDULED DELIVERY DATE: ot Cf-
SubTotal:
Tax:
Shipping:
Total:
$52,548,00
*IF ITEMS ARE NOT BUDGETED, EXPLAIN NATURE OF REQUEST BELOW, OR SUBMIT MEMORANDUM,
I hereby certify that the above items are necessary for the operation <>f this Department
ISSUED BY
DATE
RECEIVED BY
DATE
PURCHASE ORDER NUMBER
PURCHASING DEPARTMENT
.
'.
.
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(lp]-
i".,. 1'1 .
Patsy Wallace
HEWLETI-PACKARD COMPANY
8000 Foothills Blvd MS 5525
Roseville CA 95747-5636
03/21/2005
CAPT BENUDIZ
CITY OF VERNON
4305 SANT FE AVE
VERNON CA 90058
System Handle: MI0413033
HP Referenee Number: 40675799
Dear CAPT BENUDIZ:
Enclosed you will find a Hewlett-Packard support service quote for your products. Review the services, support
items, coverage dates, addresses, and company contacts for accuracy. Please advise HP of any changes prior to
submitting your purchase order. Prices will remain valid for 90-days.
To order support services detailed in this package, please return billing authorization by choosing one of the
following convenient options. All orders are processed according to HP's Terms and Conditions of Sale and
Service.
Option 1: Provide an open-ended purchase order. An open-ended purchase order allows HP to add products to
your agreement as necessary, as well as renew your support from year to year. Cancellation of the support service
agreement requires a 30-day written notice.
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 HP Reference Number and the System Handle. 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 Contract Admin. at 1-800-386-1115 X56479 FAX
1-800-307-0361
Sincerely,
Patsy Wallace
Contract Admin.
.,
~i)-
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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 DELIVERY AND REMIT PAYMENT.
(1) Customer Information
Company Name
CITY OF VERNON
Equipment Location Address
43OS-S SANTA FE AVE
VERNON CA 90058-1714
(2) Contract Information
System Handle(s):
Document Number(s):
Coverage Period(s):
MI0413033
40675799
07/0112005 - 06/30/2006
Please check if applicable:
[ ] This contract is accepted with no revisions. If revisions are required, please 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. 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 in 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 term. Re-pricing 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)
[ ] Semi-Annually [ ] Monthly (total annual amount must exceed $500)
[ ] Charge my credit card. Check one: [ J Visa
Credit Card Number Exp.Date
[ J Mastercard [J American Express
Cardholder Name(Print) Cardholder's Signature
(5) Service Authorization and Terms and Conditions
Customer's signature on this form constitutes authorization for HP to invoice Customer for the referenced System Handle. Services are
subject to HP Terms and Conditions of Sale and Service, Exhibit E16, and HP Support Services, Exhibit SS5. Cancellation requires 30
days written notice. Payment is due 30 days from HP's invoice date.
Authorized Signature
Date Invoice-To Address (if different from Equipment Location)
Printed Name
Title E-mail Address
Phone/Fax
(6) Completed form should be returned to:
Hewlett-Packard Company Patsy Wallace
8000 Foothills Blvd MS 5525 1-800-386-1115 X56479
Roseville, CA 95747-5636 1-800-307-0361 (FAX)
..
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"
SUPPORT INVOICE
I II.,. . t
** Original **
Inquiries to:
Hewlett Packard Company
Collections
8000 FoothUIs Blvd MSSS18
Roseville, CA 95747
(800) 209-%20
Federal EIN: 94-1081436
Invoice to:
7.1.2813 1MB 0.309 5433lSll.ps 0510 I-I
11.1..11.111111I.1.1.1111111111I.111..111.1..11I.1111.1.11.111
DOLORES FONSECA
CITY OF VERNON
4305 S SANTA FE AVE
VERNON CA 90058-1714
Please apply with next remittance
MI04I3033
05/0 1I2005 05/3112005
MV SOFfW ARE
3,857.00
Summary of Charges
Software Support-Labor
TOTAL INVOICE AMOUNT DUE
3,857.00
3,857.00
Software Location
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Payment due date: 06/0212005
, Support Services Quote
&]-
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Special Terms and Conditions No: S
Your PO Reference:
CCRN Number: 0303011932
System Handle: MI0413033
HP Reference Number: 40675799
Equipment Address:
City of Vernon
4305 S SANTA FE AVE
VERNON CA 90058-1714
Software Update Address:
CITY OF VERNON
4305 SANTA FE AVE
VERNON CA 90058
Hardware Contact:
DOLORES FONSECA
Tel: (323) 583.8811
Fax:
The quoted prices are valid for 90 days from: 04/15/2005
Coverage from: 07/01/2005 to: 0613012006
For Support, please call: 800-633-3600
Software Contaet:
DOLORES FONSECA
Tel: (323) 583.8811
Fax:
*** Support Services ***
H90SOAA
HP MS Support Services
Hardware Support Declined
24x7 SW Supp Phone.in covrg
Unlimited Phone-in Assistance
ASE on-site day
PSS for PC Servers
*** Software Support ***
H9071AA
H9073AA
H9072AA
H9083AA_Too
H9089AA_TOO
MY Operating System Support, wilimited
MY Extended Apps Support, wilimited
MY Core Apps, unlimited phone-in
PSS for Windows Servers
Additional ASE day
Summary of Charges
Software Support-Labor
Software Support.Labor Tax CA
TOTAL INCLUDING TAX
6 822.00
6 <W8.oo
6 336.00
1 893.00
10 1,920.00
4,379.00
4,379.00
4,379.00
0.00
4,379.00
Sub.total
Total Monthly Price for MY SOFfW ARE
Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing.
Total price includes all additions, deletions, warranties, discounts and adjustments if applicable.
Support Quote Overview
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Support Agreement In: 245669143
Special Terms and Conditions No: S
Customer Address:
CITY OF VERNON
4305 SANT FE AVE
VERNON CA 90058
Hewlett-Packard Address:
HEWLETT-PACKARD COMPANY
8000 Foothills Blvd MS 5525
Roseville CA 95747-5636
Customer Contact:
CAPT BENUDIZ
Tel: (323) 587-5171
Fax:
HP Contact:
Patsy Wallace
Tel: 1-800-386-1115 X56479
Fax: 1-800-307-0361
The quoted prices are valid for 90 days from: 04/15/2005
For Support, please call: 800-633-3600
For more lBformatioll OR the format of tIlis document visit www.hp.comlgolhpsdocs
Subject to Hewlett-Packard Company (lIP) Terms and Conditions of Sale and Service, Exhibit E16, and HP Support Services, Exhibit SSS.
H9080AA
HP MS Support Services
MI0413033
H90SOAA
07/01/2005 0613012006
MY SOFTWARE
Total Excluding Taxes
52,548.00
51,548. 00
Summary of Charges
Software Support.Labor
Total Excluding Taxes
52,548.00
51,548.00
Total excludes all taxes, however, taxes will be added at the time of invoicing at the current tax rate.
Total price includes all additions, deletions, warranties, discounts and adjustments ifapplicable.
Refer to the detail document for state & local tax
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
HP's sale of Products and Support and HP' s license of Software are governed by these HP Terms and
Conditions of Sale and Service.
1. DEFINITIONS
a) "Delivery" means standard HP shipping to and arrival at the receiving area at the "Ship To"
address specified in Customer's order.
b) "Exhibits" means attachments that describe or otherwise apply to the sale or license of Products
or Support.
c) ~License FeeH means the fee or fees designated by HP for Use of Software. Different License Fees
may apply to particular Software if more than one Software License is available for that Software.
d) "Products" means hardware, Software, documentation, accessories, supplies, parts and upgrades that
are determined by HP to be available from HP upon receipt of Customer's order. "Custom Products"
means Products modified, designed or manufactured to meet Customer requirements.
e) "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").
f) ~Software LicenseH means the Software license grant and general license terms set forth herein.
Each Software License has a corresponding License Fee.
g) "Specifications" means specific technical information about HP Products which is published in HP
Product manuals and technical data sheets in effect on the date HP ships Customer's order.
h) "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.
i) ~UseH means storing, loading, installing, executing or displaying Software on a Device.
2. PRICES
a) Prices are valid for the period quoted by HP or for the applicable purchase agreement ordering
period, whichever expires first. Product prices for an order remain valid for ninety (90) 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 sixty
(60) days written notice.
b) Prices are exclusive of, and Customer will pay, applicable sales, use, consumption, goods and
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 subj ect to acceptance by HP. Product orders must specify Deli very wi thin ninety
(90) 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.
4. DELIVERY
HP wilr make reasonable efforts to meet Customer' s Delivery requirements.
Customer' s Delivery requirements, al ternati ve arrangements may be agreed.
agreement, Customer's sole remedy is to cancel the order.
If HP is unable to meet
In the absence of such
5. SHIPMENT, RISK OF LOSS OR DAMAGE, AND TITLE
HP will ship according to HP' s standard commercial practice, and risk of loss or damage and title
will pass from HP to Customer at the Ship To address. Shipping and handling charges will be listed
separately on HP's invoice when not included in the Product's purchase price. If Customer requested
special packing or shipping instructions are agreed to by HP, charges will be billed separately to
E16
Revision Date 01-nov-2002
Page 1/6
Revision Number 10
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
Customer, and risk of
carrier or designate.
loss or damage and title will pass to Customer on deli very to Customer's
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
standard installation and test procedures.
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 thirty (30) days after Delivery, Customer acceptance of the
Product(s) will occur on the 31st day after Delivery.
7. PAYMENT
a) Payment terms are subject to HP credit approval. Payment is due thirty (30) days from HP's invoice
date. Invoices for contractual support services and maintenance will be issued in advance of the
Support period. HP may change credit or payment terms at any time when, in HP's opinion,
Customer's financial condition, previous payment record, or the nature of Customer's relationship
with HP so warrants.
b) HP may discontinue performance if Customer fails to pay any sum due, or fails to perform under
this or any other HP agreement if, after ten (10) days written notice, the failure has not been
cured.
8. WARRANTY
a) Product warranty period and additional information is available with Products, on quotations, or
upon request.
b) Products purchased from HP will receive the standard warranty in the country of purchase. If
Customer moves such Products to another country where HP has Support presence, then Customer will
receive the destination country standard warranty.
c) Customer may receive a different warranty when the Product is purchased as part of a system. HP
reserves the right to change the warranty. Such changes will affect only new orders.
d) The warranty period begins on the date of Delivery, or the date of installation if installed by
HP. If Customer schedules or delays installation by HP more than thirty (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 meet requirements specified by Customer.
h) HP does not warrant that the operation of Products will be uninterrupted or error free.
i) If HP receives notice of defects or non-conformance to hardware Specifications, or substantial
non-conformance to HP owned standard Software Specifications during the warranty period, HP will,
at its option, repair or replace the affected Products. If HP is unable, within a reasonable time,
to repair, replace or correct a defect or non-conformance in a Product to a condition as
warranted, Customer will be entitled to a refund of the purchase price upon prompt return of the
Product to HP. Customer will pay expenses for return of such Products to HP. HP will pay expenses
for shipment of repaired or replacement Products.
j) HP warrants that HP Support will be provided in a professional and workmanlike manner.
k) Some newly manufactured HP Products may contain and HP Support may use remanufactured parts which
are equivalent to new in performance.
1) The warranties provided herein will apply only to those Products and Support which are branded by
HP with an HP trademark (~HP Branded"). HP does not warrant any third party Products or Support
even if included with other HP Branded Products or Support. Furtheremore, HP provides all such
E16
Revision Date 01-nov-2002
Page2/6
Revision Number 10
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
third party. Products and Support AS IS. However,
provide their own warranties as specified in the
Products and Support.
the Qriginal manufacturers of suppliers may
documentation accompanying such third party
m) The above warranties do not apply to defects resulting from:
1) improper or inadequate maintenance by Customer;
2) Customer or third party supplied software, interfacing or supplies;
3) unauthorized modification;
4) improper use or operation outside of the Specifications for the Product;
5) abuse, negligence, accident, loss or damage in transit;
6) improper site preparation; or
7) unauthorized maintenance or repair.
n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR
IMPLIED. TO THE EXTENT PERMITTED BY LAW, HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
9. SUPPORT
a) Customer may order Support from HP's then current Support offering. Some Support (and related
Products) may not be available in all countries. Orders for Support are subject to the terms of
the Support Exhibit or quotation in effect on the date of order.
b) To be eligible for Support, Products must be at current specified revision levels and, in HP's
reasonable opinion, in good operating condition.
c) HP may, at no additional charge, modify Products to improve operation, supportability and
reliability, or to meet legal requirements.
d) Relocation of Products is Customer's responsibility. Relocation may result in additional Support
charges and modified service response times. Support of Products moved to another country is
subject to availability.
e) HP will provide Support for products that are not HP Branded when approved by HP in writing. HP
will provide Support for HP Products when Customer allows HP to perform modifications if requested
by HP under Section 9. c) above. Customer is responsible for removing any products not eligible
for Support to allow HP to perform Support services. If Support services are made more difficult
because of such product(s), HP will charge Customer for the extra work at HP's standard rates.
f) Support does not cover any damage or failure caused by:
1) use of non-HP media, supplies and other products; or
2) site conditions that do not conform to HP's site specifications; or
3) neglect, improper use, fire or water damage, electrical disturbances, transportation by
Customer, work or modification by people other than HP employees or subcontractors, or other
causes beyond HP's control; or
4) inability of any non-HP productd in Customer's environment to correctly process, provide or
receive date data (i.e., representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.
g) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost
or altered Customer files, data or programs. Customer will have a representative present when HP
provides Support services at Customer's site. Customer will notify HP if Products are being used
in an environment which poses a potential health 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 thirty (30) days written
notice unless otherwise agreed in a Support agreement. HP may cancel Support orders or delete
Products no longer included in HP's Support offering upon sixty (60) days written notice unless
otherwise agreed in a Support agreement.
E16
Revision Date 01-nov-2002
Page3/6
Revision Number 10
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
10. LICENSES
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 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, 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
herein, and the Use restrictions and authorizations specified 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 anyone time.
c) Unless otherwise specified, all Software Licenses will be perpetual unless terminated or
transferred in accordance with Section 10. k).
d) If Customer is an HP authorized reseller, Customer may sublicense the Software to an end-user for
its Use or (if applicable) sublicense the Software to an HP authorized reseller for subsequent
distribution to an end-user for its Use. These sublicenses must incorporate the terms of this
Software License in a written sublicense agreement, which will be made available to HP upon
request. If Customer is not an HP authorized reseller, 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's Software License
confers no title or ownership and is not a 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 Use of the
Software on a backup Device, provided that copies and adaptations are used in no other manner and
provided further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.
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 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 or decompile the Software without
consent. Where Customer has other rights under statute, Customer will provide
detailed information regarding any intended disassembly or decompilation.
decrypt the Software unless necessary for legitimate use bf the Software.
HP's prior written
HP with reasonably
Customer will not
k) Customer's Software License is transferable subj ect to HP' s prior written authorization and
payment to HP of any applicable fee(s). Upon transfer of the Software License, Customer will
immediately 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 sublicensee's Software License 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 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, one 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, consistent with FAR 12.211 and 12.212, commercial computer
software, computer software documentation and technical data for commercial items are licensed
under vendor's standard commercial license.
E16
Revision Date 01-nov-2002
Page4/6
Revision Number 10
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in yo. n t
HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
11. INTELLECTUAL PROPERTY RIGHTS
a) HP will defend or settle any claim against Customer, (or third parties to whom Customer is
authorized by HP to resell or sublicense), that HP Branded 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
2) cooperates with HP in, and grants HP sole control of the defense or settlement.
b) HP will pay infringement claim defense costs, settlement amounts and court-awarded damages. If
such a claim appears likely, HP may modify the Product, procure any necessary license, or replace
it. If HP determines that none of these alternatives is reasonably available, HP will refund
Customer's purchase price upon return of the Product if wi thin 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 that are not HP Branded.
d) These terms state HPls entire liability for claims of intellectual property infringement.
12. LIMITATION OF LIABILITY AND REMEDIES
a) Products are not specifically designed, manufactured or intended for sale as parts, components or
assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility.
Customer is solely liable if Products or Support purchased by Customer are used for these
applications. Customer will indemnify and hold HP harmless from all loss, damage, expense or
liability in connection with such use.
b) To the extent HP is held legally liable to Customer, HPls total liability is limited to: payments
described in Sections 8. i) and 11. b) above; damages for bodily inj ury; direct damages to
tangible property up to a limit of U.S.$1,OOO,OOO; other direct damages for any claim based on a
material breach of Support services, up to a maximum of twelve (12) months of the related Support
charges paid by Customer during the period of material breach; and other direct damages for any
claim based on a material breach of any other term of these HP Terms and Conditions of Sale and
Service, up to a limit of U.S.$1,OOO,OOO or the amount paid to HP for the associated Product,
whichever is less.
c) Notwithstanding Section 12. b) above, in no event will HP or its affiliates, subcontractors or
suppliers be liable for any of the following: incidental, special or consequential damages
(including downtime costs or lost profits, but excluding payments described in Section 11 above
and damages for bodily injury); damages relating to Customer's procurement of substitute products
or services (i.e., "cost of cover"); or damages for loss of data, or software restoration.
d) THE REMEDIES IN THESE HP TERMS AND CONDITIONS OF SALE AND SERVICE ARE CUSTOMER I S SOLE AND
EXCLUSIVE REMEDIES.
13. GENERAL
a) The parties hereby agree that they may do business electronically, including contract formation,
order placement and acceptance. Any orders placed by Customer and accepted by HP on any HP.com
website or HP/Customer extranet site will create fully enforceable obligations that will be
subject to the terms hereof. Such orders and acceptances will be deemed for all purposes to be:
1) business records originated and maintained in documentary form;
2) a ~writing" or ~in writing";
3) "signed"; and
4) an ~original" when printed from electronic files or records established and maintained in the
normal course of business.
E16
Revision Date 01-nov-2002
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Revision Number 10
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HP TERMS AND CONDITIONS OF SALE AND SERVICE
Exhibit E16
The parties further agree not to contest the validity or enforceability of such transactions under
the provisions of any applicable law relating to whether certain agreements are to be in writing
or signed by the parties to be bound thereby and will be admissible if introduced as evidence on
paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and
under the same conditions as other business records originated and maintained in documentary form.
In addition, the parties agree that transactions may be conducted through electronic data
interchange or other electronic methods, as agreed by the parties. The parties will adopt
commercially reasonable security measures to limit access to passwords and to limit access to the
sites to authorized persons. Each party will be responsible for any unauthorized use of the sites
or issuance of messages caused by the failure of its security measures.
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.
d) Customer may not assign any rights or obligations hereunder without prior written consent from HP.
e) Customer who exports, re-exports or imports Products, technology or technical data purchased
hereunder, assumes responsibility for complying with applicable laws and regulations, and for
obtaining required export and import authorizations. HP may 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 herein which by their nature extend beyond the termination of any sale or license of
Products or Support will remain in effect until fulfilled.
h) 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 full 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 name which is confusingly
similar 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 I s acceptance of these HP Terms and Conditions of
Sale and Service, which may not be changed except by an amendment signed by an authorized
representative of each party.
E16
Revision Date 01-nov-2002
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HP SUPPORT SERVICES
Exhibit SS5
The HP Upfront Services and HP System Support as defined below (collectively, ~Support Services") are
governed by this Exhibit and the HP Terms and Conditions of Sale and Service (Exhibit E16) or the HP
Business Terms (Exhibit E99).
1. DEFINITIONS AND SERVICES INCLUDED
a) ~HP System Support Upfront Services", ~HP System Support Options", ~HP Care Pack", or simply ~HP
Upfront Services" refers to HP's offerings for hardware, software, network, SAN (Storage Area
Network), and Mission Critical support. HP Upfront Services are available for purchase by the
Customer either at the time of Product purchase, or prior to installation of such Products for
which HP Upfront Services are being purchased.
b) ~HP System Support Services", ~Compaq Services" or simply ~HP System Support" refers to HP' s
offerings for hardware, software, network, SAN (Storage Area Network), 'and Mission Critical
support. HP System Support is available on a contractual basis either for a fixed period or on an
open-ended (~evergreen") basis (note that these are not part of HP's Upfront Services offering, as
defined above.) HP System Support Services are also referred to as ~contractual support".
c) Certain features of HP Upfront Services and HP System Support Services are optional and may be
purchased upon request by Customer. Standard and optional features for HP System Support Upfront
Services and HP System Support Service, covering HP and specified non-HP systems, are described in
the applicable Technical Data sheet and/or Service Description and will be provided pursuant to
the specifications set out therein. Such Technical Data sheets and/or Service Descriptions become
an integral part of this Exhibit.
d) ~Support Services" will mean the collective service offering described in 1. a) and 1. b) above.
2. PREREQUISITES
HP, in its reasonable opinion, will make a determination regarding whether Customer adequately meets the
prerequisites for Support Services as outlined in this Exhibit.
a) Uniform Coverage. Unless otherwise agreed by HP, all hardware and software products that
consti tute the minimum system configuration (a collection of hardware and software that is
designated to operate as a functional unit), along with all other such hardware and software
products that may be included or attached to such system configuration, must be covered at the
same Support Services coverage level. Similarly, the duration period must be the same for all
hardware and software products in a particular system for which Support Services is purchased.
(i.e., must be coterminous).
b) Connectors and Cables. All products covered under Support Services must be interconnected by
cables or connectors listed in the appropriate manufacturer's documentation as compatible with the
system. For products that do not meet this requirement, service is available at the applicable
standard service rates for such products.
c) Software Support. All HP systems for which execution of diagnostic tests is software-dependent
must, at a minimum, be covered by Support Services that provide periodic software updates.
d) Right to Copy Documentation. Customer may copy documentation updates for use with other systems
covered by the Support Service that provides software support.
e) Software Licenses. Customer can purchase Support Services only for HP software for which Customer
has rightfully acquired an appropriate HP software license (pursuant to licensing terms in Exhibit
E16 or E99).
f) Designated Callers and Training Requirements. All Response Center callers must be generally
knowledgeable and trained in system administration, system management, and if applicable, network
administration/network management in order to be an authorized caller. HP has the right to review
and discuss an authorized caller's prior training and/or experience to determine initial
eligibility. In addition, if issues should arise during Response Center interaction that, in HP's
reasonable opinion, may be a result of such caller's lack of general experience and/or training,
HP reserves the right to request replacement of such caller. Access to HP's Response Center is
limited to: Customer system manager(s) for the operating system and subsystem software, if
applicable, the network operator for the network, and for Support Services that include SAN
coverage; after normal business hours authorized caller; including storage network operator and
alternate; if applicable, application software manager and alternate; and if applicable,
addi tional HP Response Center callers, which may be subj ect to an additional charge. In the
absence of any of these managers, the HP Response Center is available for their designated
alternates. In the event of a change to the designated caller(s), Customer will inform HP of such
replacement wi thin a reasonable time. All Response Center callers must have the proper system
identifier, such as the system handle or system serial number, when initiating a call to the
Response Center.
SS5
Revision Date 01-nov-2002
Page1/5
Revision Number 2
Printing Date 2 June 2005
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HP SUPPORT SERVICES
Exhibit SS5
g) Remote Support. For HP to provide remote support, Customer must give authorization and provide
access to a remote support connection, either internet based or qualified modem, as well as access
to one voice-grade telephone line and one data-quality telephone line or network with
terminations, or equivalent, near the system. For storage devices using Continuous Track or
Instant Support Enterprise Edition, 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
provide HP adequate space for and access to HP-provided equipment, as well as provide connectivity
as specified in the applicable Technical Data sheet and/or Service Description for the Support
Service.
h) HP IT Resource Center. HP IT Resource Center is available via the worldwide web for certain
Support Services. With a Web browser, Customer can access the specified areas of the HP IT
Resource Center. FTP access is required for some electronic services. Designated callers who
submi t HP Response Center calls via the HP IT Resource Center must meet the same training
requirements set forth in 2. f) above. Use of HP support tools available via the HP IT Resource
Center requires agreement to the HP Support Tool License Terms.
i) Country Boundaries.
the same country.
All systems supported by one Customer system manager must be located wi thi.n
j) Eligibility. To be eligible for certain coverage levels and Support Services offerings, Customer
may be required to meet a minimum monthly billing amount specified by HP.
k) Central Order Group (selected products ONLY). This provision only applies to Customers who have
purchased certain Support Services in regards to the designation of the Central Order Group by HP.
The Central Order Group is defined as the particular system wi thin a grouping of systems in a
Customer's environment that has the fastest processor speed and largest number of users. The
Central Order Group must have only one Customer system manager. Unless otherwise agreed, HP will
designate which system constitutes the Central Order Group based upon the criteria defined above.
Except for certain designated mission critical environments, both the Central Order Group and add-
on order groups (connected systems) must be of the same HP or non-HP product family and must
collectively have the same Customer system manager.
3. SERVICE LIMITATIONS
a) Hardware, Software, SAN and Network Support.
network-related problems not covered by Support
standard services rates for such products.
Any services involving hardware, software or
Services, will be subject to the applicable
b) Maximum Use Limitations. For those products that have a maximum usage limit, such as a specified
page limit, as set forth in the applicable Operating Manual, Technical Data Sheet, or Service
Description, any such Products operated in excess of their maximum usage rate are not eligible for
Support Services, but can be serviced at the applicable standard service rates for such products.
c) Interfaces and Accessories. HP may cover cables, connectors, accessories and interfaces under the
same hardware service level purchased for the products with which they are used.
d) Supported Software Versions. Unless otherwise agreed by HP, HP provides HP Support Services 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. A version is defined as a
release of a software product that contains new features, enhancements, and maintenance updates.
If support coverage lapses, additional fees may be required to resume support coverage. HP will
support specified versions of selected non-HP software, but will not support the software any
longer than the vendor supports it. For non-HP software, HP provides Support Services only for
software versions that are documented as supported on specified configurations. HP will be under
no obligation to provide Support Services should it be required due to alterations or
modifications to code.
e) Non-HP Software. For non-HP Software, Support Services are limited, unless otherwise specified
by HP, to telephone assistance, and if available to HP from the third-party software vendor or
other appropriate provider, patches, workarounds, and updates.
f) HP Software on Non-HP Systems. Support Services for certain HP
designated non-HP systems is limited to the support deli verables
Technical Data Sheet and/or Service Description. Customers must
software at a code revision level specified by HP.
g) Network Software Coverage without Network Support. Support for HP network software that provides
mul ti vendor node connecti vi ty is limited to product-usage and problem-solving assistance and
software update materials, unless network support is purchased.
software products used with
specified in the applicable
maintain HP-supported non-HP
h) Travel Zones.
exception of
Customer sites located beyond
HP's mission critical Support
one hundred (100)
Services offering,
miles (160 kilometers), with the
in which case for those sites
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HP SUPPORT SERVICES
Exhibit SS5
located beyond fifty (50) miles, of a primary HP support office may be subject to travel charges,
longer response times, reduced restoration or repair commitments, and reduced coverage hours.
i) Availability.
availability.
j) Consumables, User Replaceable Parts, Maintenance Kits, and other Supplies. Support Services do not
include the provision, return/replacement, or installation of supplies or other consumable items
including but not limited to, accessories, operating supplies, magnetic media, print heads,
ribbons, toner, and batteries.
Some Support Services features and coverage levels are subject to local
k) Out of Coverage Hours. Customer requests for Support Services, or for HP installation and
configuration services, that are scheduled after HP's locally defined, standard business hours may
be subject to HP standard after hours service rates (unless Customer has specifically purchased
the applicable after hours coverage for such Support Service).
4.. CUSTOMER RESPONSIBILITIES
a) Product List. Customer will be responsible for the overall listing of hardware and software
products under Support Services, including the accuracy of such listing, the location of the
products, serial numbers, the HP-designated system handle(s), and their associated coverage
levels, including any subsequent changes to such listing, as required, throughout the applicable
Support Services coverage period.
b) Access. Customer must provide HP with the following:
1) Access to the products covered under HP Upfront Services and HP System Support.
2) Adequate working space and facilities within a reasonable distance of the products.
3) Access to and use of all information, internal resources, and facilities determined necessary
by HP to service the products.
4) For the scheduled support level, Customer must designate a single work area acceptable to HP at
Customer site. This area must include shelves or racks for incoming and outgoing products,
adequate open bench 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 model number, serial number, and current failure symptoms and be
prepared to provide this information to HP upon request.
b) Locate all failed units to be repaired during a scheduled visit at the designated work area
before the HP Customer Engineer arrives.
c) Call HP the workday before the day of the scheduled visit to provide information regarding
the number and type of products requiring repair.
c) Operating Procedures. Customer must follow routine operating procedures as specified in the
manufacturer's product operation manual(s).
d) Diagnostic/Maintenance Software (selected products). HP will require the use of certain system and
network diagnostic and maintenance programs (herein after referred to as "Proprietary Service
Tools") for delivery of Support Services under certain coverage levels. These Proprietary Service
Tools which remain the sole and exclusive property of HP, are provided "as is," and include, but
are not limited to, remote fault management software, High Availability Observatory ("HAO"),
Insight Manager, Instant Support ("IS"), and Instant Support Enterprise Edition ("ISEE"). Such
tools may reside on the Customer's system(s) or site(s), and Customer may only use such tools for
the purposes covered by HP's permission, and only during the term of the applicable Support
Service coverage period. Customer may not sell, transfer, assign, pledge, or in any way encumber
or convey these Proprietary Service Tools. Customer will also be required to:
1) allow HP to keep such Proprietary Tools resident on Customer's system(si or site(s), and assist
HP in running these Proprietary Service Tools,
2) install, maintain, and support such Proprietary Service Tools, including any required updates
and patches,
3) use the electronic data transfer capability to inform HP of events identified by the software,
and
4) if required, purchase HP-specified modem and/or data sets for systems having remote diagnosis
service. Upon termination of Support Services, Customer will return the Proprietary Service
Tools and/or allow HP to remove these Proprietary Service Tools.
e) Revision Levels. Customer must maintain all associated system hardware and firmware at the latest
HP-specified configuration and code revision level.
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Exhibit SS5
f) Telecommunication Charges. Customer is responsible for all telecommunication charges associated
wi th using HP IT Resource Center and with installing and maintaining ISDN links and Internet
connection, or HP-approved alternatives, to the HP Response Center, including as they relate to
the HAO, or other Proprietary Service Tools.
g) Temporary Procedures. Customer is responsible for implementing temporary procedures or workarounds
while permanent solutions are being sought.
5. SOFTWARE LICENSE AND COPYRIGHTS
a) Updates. Software updates or revisions furnished in connection with Support Services are subject
to the license terms in effect tor such Software on the date HP ships the update to the Customer.
Any standard commercial software product furnished under such Support Services is subject to the
standard commercial Software license terms applicable to the product.
b) HP Update Ownership. Customer acknowledges that it does not own and has no right to, title to, or
interest in the updates except as set forth in the applicable HP Software License Terms.
c) Copyright and Trademark Notices. Customer agrees to reproduce and conspicuously affix copyright
and trademark notices from the original software or documentation on each copy of an update that
Customer makes or obtains from an electronic data source.
6. MUL TIVENDOR NETWORK COVERAGE
a) Affiliates. HP has developed working relationships with select vendors, known as Affiliates, who
assist in the delivery of multivendor support. For purposes of HP's appointment as a Special Agent
during multi vendor coverage, non-Affiliate refers to other vendors of products in Customer's
network.
b) Performance of Affiliates and Non-Affiliates. HP is not liable for performance or non-performance
of Affiliates and non-Affiliates, their products, or the~r support services.
c) Operational Network. HP must verify Customer's network as fully operational before
Services, including LAN/WAN network, and Storage Network Environmental support coverage
This prerequisite is deemed met if Support Services coverage commences upon completion
network configuration or assessment services. Otherwise, HP performs verification
applicable standard service rates for such products.
Support
begins.
of HP's
at the
d) Supported Connections. HP must agree upon all network connections and products covered under
Support Services with network coverage.
e) Service Requests. Prior to or after placing a service request with HP, Customer will run HP or
non-HP product or network diagnostic self-test programs, as appropriate. Customer must then
contact the appropriate product vendor if a specific product is found to be at fault. Upon request
from HP during a service call, Customer will enable the connection to HP via the network support
tool if applicable.
f) Network Information. Customers without the HP network support tool installed must identify current
product version numbers and system configuration information for all products on the network.
Customer must notify HP when major topology changes occur on the network.
g) Non-HP Service Contracts. To take advantage of Support Services benefits, Customer must purchase
service contracts from Affiliates and non-Affiliates that maintain appropriate support service
levels for non-HP products.
7. MULTIVENDOR NETWORKlWARRANTY MAINTENANCE MANAGEMENT
Should Customer purchase Support Services that include multi vendor network coverage and/or warranty
maintenance management services that require HP to act as a special agent, additional terms and
conditions will apply. Customer and HP will negotiate in good faith such mutually agreeable
additional terms. HP will be under no obligation to act as Customer's special agent until such time
as these additional terms are agreed upon and executed between the parties.
8. MISCELLANEOUS
a) Subcontractors. Notwithstanding anything to the contrary in HP Exhibits E16 or E99, HP reserves
the right and Customer consents to HP' s use of subcontractors to assist in the provision of
Support Services as HP deems appropriate, without notice to Customer.
b) Replacement Parts. Replacement parts provided under Support Services may include new parts,
equivalent to new parts, parts that are functionally equivalent or superior to the replaced part,
or whole unit replacements. Replaced parts become the property of HP, unless otherwise agreed, and
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HP SUPPORT SERVICES
Exhibit SS5
provided that Customer pays the applicable charge (s) associated for retaining such replaced
part(s).
c) Attachments. For certain Support Services, Customer may be required to execute additional
Attachments to this Exhibit.
d) Order of Precedence. The order of precedence will be as follows: The HP Terms and Conditions of
Sale and Service or HP Business Terms (Exhibit E16 or E99), this Exhibit, the Technical Data
Sheet(s), and the Service Description(s). Notwithstanding any reference to Compaq Equipment
Corporation U.S. Standard Terms and Conditions or Compaq Equipment U.S. Services Terms and
Conditions, or Compaq Services Agreement, the HP Exhibit E16 or E99 will govern the provision of
Support Services herein.
e) HP Product Warranty Upgrade for ninety (90) cay on-site warranty or one (1) year "Return to Hpn
converted to ninety (90) Day on-site warranty. If Customer purchases HP Upfront System Support
Services or HP System Support Options for a HP hardware product that carries either a ninety (90)
day on-site or a one (1) year return-to-HP warranty converted to ninety (90) day on-site warranty,
and the associated Upfront System Support Services or System Support Option service level
purchased by Customer does not provide a better service level than the base ninety (90) day
warranty, the service level associated with the base warranty will apply for such ninety (90)
days. Thereafter, the service level and response time will revert to those defined by the Upfront
System Support Services or HP System Support Option purchased by the Customer. A one (1) year
return-to-HP warranty must be converted to a ninety (90) day on-site warranty to qualify.
Additionally, days of coverage and on-site response times can be upgraded for an additional charge
during the warranty period for most hardware products.
f) Warranty Status of Non-HP Products. Irrespective of a particular non-HP product's warranty status,
such Non-HP product(s) under Support Services will be serviced in accordance with this Exhibit,
and any applicable Attachments.
g) Cancellation. In the event any prepaid Support Services are canceled, Customer will receive a pro-
rata refund only for the unused prepaid services, less any applicable early termination fees, if
such fees apply as set forth in an executed addendum or attachment to this Exhibit.
h) Financing. If Support Services are financed as part of an HP Financing Agreement, the HP Financing
Agreement terms and conditions regarding cancellation will govern.
SS5
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..
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.. "'. 1 III
CITY COUNCIL
LEONIS C. MALBURG
Mayor
JOHN KARNS
Karns & Karabian
General Counsel
THOMAS A. YBARRA
Mayor Pro-Tern
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator 1 City Clerk
Chief Executive Officer of
Light & Power
ERIC T. FRESCH
City Attorney
KEVIN WILSON
Director of Community Services & Water
STEVEN E. PARKER
Fire Chief
SOL BENUDIZ
Police Chief
LEWIS J. POZZEBON
Director of Environmental Health
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
June 9, 2005
RORY BURNETT
Gursey, Schneider & Co. LLP
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Ms. Patsy Wallace
Contract Administrator
Hewlett-Packard Co.
8000 Foothills Blvd., MS 5525
Roseville, CA 95747-5636
VIA Federal Express
Re: Support Services Contract
Dear Ms. Wallace:
Enclosed please find two duplicate originals of the
aforementioned Contract which need to be signed by the
appropriate parties and returned to the City, to the attention
of Judy Lehr, Legal Department, by Wednesday, June 15, 2005.
Once the originals are executed by the City, one fully
executed original will be returned to you for your files.
Please refer to the enclosed "City of Vernon Signature
Requirements for City Agreements" and comply with the
requirements set forth for your company.
I thank you for your cooperation regarding this matter.
~~ truly yours, ~
Willar G. m UChiO'
Deputy City A
jl
Enclosures
cc: Ms. Nelly Giron, Deputy City Clerk (w/o encls.)
"Exclusively Industrial"