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R2008-137 2008-10-27RESOLUTION NO. R2008-137 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A SOFTWARE MAINTENANCE CONTRACT WITH SUNGARD HTE AND APPROVING A MAINTENANCE COST SCHEDULE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a software maintenance contract with SunGard HTE, including the Maintenance Cost Schedule, a copy of which is attached hereto as Exhibit ~,A„ PASSED, APPROVED and ADOPTED this the 27th day obey, A.D., 2008. 4it.~ TOM REID MAYOR ATTEST: Y NG G RM Y S ETAR APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Exhibit "A" Resolution No. R2008-137 Contract # Description Units Rate Total 6598 Case Magement 1 $8,985.00 $8,985.00 $10,185.0 9612129 CIS 1 0 $10,185.00 Work Orders/Facilites Management 1 $7,190.00 $7,190.00 Cash Reciepts 1 $2,275.00 $2,275.00 Fleet Management 1 $5,920.00 $5,920.00 GMBA with Extended Reporting 1 $9,825.00 $9,825.00 Payroll/Personnel 1 $5,920.00 $5,920.00 Purchasing/Inventory 1 $5,870.00 $5,870.00 Building Permits 1 $4,430.00 $4,430.00 Business Licenses 1 $1,680.00 $1,680.00 Land/Parcel Management 1 $3,410.00 $3,410.00 Retrofit Modification Option 27 $100.00 $2,700.00 2002016 9 IVR Selectron I/F BP 1 $1,195.00 $1,195.00 2002078 4 DMS 1 $990.00 $990.00 2004041 7 Click2Gov Core Embedded 1 $1,080.00 $1,080.00 Click2Gov CIS 1 $2,395.00 $2,395.00 2005079 4 Click2Gov BP 1 $1,255.00 $1,255.00 2005121 3 P-Card 1 $1,650.00 $1,650.00 2006128 9 Qrep Administrator 1 $300.00 $300.00 Qrep End User 4 $300.00 $1,200.00 Qrep Catalogs for (GM,CX,BP,PR,PI,LX,CS 7 $300.00 $2,100.00 2006141 4 Qrep Catalogs for (CE, WF) 2 $300.00 $600.00 70488 Asset Management II 1 $2,995.00 $2,995.00 Continuing Property Records 1 $1,905.00 $1,905.00 71146 One Point of Sales 1 $1,060.00 $1,060.00 71409 Click2Gov Case Management 1 $2,860.00 $2,860.00 71438 Click2Gov BP Wireless 1 $795.00 $795.00 80075 Human Resources 1 $2,160.00 $2,160.00 Qrep Administrator 1 $300.00 $300.00 Qrep Catalogs for HR 1 $300.00 $300.00 80576 Automated Fuel System Interface (Gasboy) 1 $1,685.00 $1,685.00 9703069 Alarm Billing CADIV/V PD 1 $1,430.00 $1,430.00 Crimes Management System PD 1 $9,825.00 $9,825.00 Enhanced 911 CAD IV PD 1 $1,090.00 $1,090.00 Pager CADIV PD 1 $730.00 $730.00 2001142 3 DMS PD 1 $990.00 $990.00 2004080 9 Qrep Catalogs for C6, CC PD 2 $300.00 $600.00 Orep Administrator PD 1 $300.00 $300.00 Orep End User PD 7 $300.00 $2,100.00 2004080 8 Mobile Data Browser PD 10 $180.00 $1,800.00 Mobile Data Browser PD 20 $180.00 $3,600.00 $12,990.0 70359 Message Switch PD 1 0 $12,990.00 Mobile Data Browser PD 35 $180.00 $6,300.00 Revised 2007-01-09 $11,125.0 70812 CAD VI PD 1 0 $11,125.00 Qrep Administrator PD 1 $300.00 $300.00 Orep End User PD 4 $300.00 $1,200.00 ISIS PD 1 $6,365.00 $6,365.00 71452 Mobile Data Browser PD 3 $185.00 $555.00 2005053 4 GTG Looking Glass Mobile Map PD 20 $156.26 $3,125.20 2006010 8 GTG Looking Glass Mobile Map PD 5 $128.37 $641.85 2006079 5 LG Crimes Addit'I Functionality PD 1 $0.00 $0.00 080868-1 GTG LG GeoBlade Crimes 10 $388.68 $3,886.80 GTG LG GeoBlade Dispatch 4 $1,150.17 $4,600.68 70359 GTG Looking Glass Mobile PD 20 $150.38 $3,007.60 2005068 7 GTG Looking Glass Mobile Map PD 7 $132.22 $925.54 Looking Glass Centralized Address Manager 71069 PD 1 $1,174.20 $1,174.20 80868 GTG LG GeoBlade Viewer PD 10 $270.78 $2,707.80 2002111 Looking Glass Centralized Address Manager 8 PD 1 $1,787.70 $1,787.70 2004034 8 GTG Looking Glass Mobile PD 10 $148.17 $1,481.70 $179, 854.0 7 Revised 2007-01-09 Exhibit "A" Resolution No. R2008-137 ~- AOT Public Safety Corporation ~~... 3261 Old Washington Road Suite 2011 Waldorf, Maryland 20602 Toll Free: 1-877-SAY-WOLF www.crywolf.us ANNUAL END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Agreement between AOT Public Safety Corporation (PSC), located at 3261 Old Washington Road, Suite 2011, Waldorf, Maryland 20602; and, the City of Pearland, Texas (End User), with its principal place of business at 2703 Veterans Drive, Pearland, Texas, 77584. WHEREAS, PSC has created and markets a patented (U.S. Patent No. 6,856,246), software proprietary product called CryWolff', (also referred to as the "Software"), an integrated suite of software applications operating in a Windows-based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms; and, WHEREAS, PSC is the owner of the Software and has authority to license the Software to End User; and, WHEREAS, the Software has been developed at PSC's private expense for the commercial marketplace and is not in the public domain; and, WHEREAS, the End User desires to obtain anon-transferable, non-exclusive license to use CryWol~'. NOW, THEREFORE, the parties agree as follows: Scope of License. The End User is hereby licensed annually, for so long as the End User continues this Annual End User Software License and Maintenance Agreement (Agreement), to use the Software on the End User's single system, network, or multiple independent systems, as stated in Schedule A -Provided Software Licenses. 2. Implementation Services to End User. Training, installation and other support services are to be provided in the manner and at the locations, as outlined in the Quote dated Apri19, 2008 ("Quote"), and included in Schedule B. Payment. The End User shall pay SUNGARD PUBLIC SECTOR for the initial license(s) and the Implementation Services described and provided, as stated in the Quote. Such payment(s) are included as part of the payment terms in the Quote by and between SUNGARD PUBLIC SECTOR and End User. 4. Technical Support. PSC shall provide End User with technical support by telephone, electronically, and by publication for no additional fee as part of this Last Revised: 05/1/07 Pearland TX CryWolf EndUser License 061008.doc AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 2 Agreement. PSC maintains a website to facilitate its technical support. Upgrades and Additional Services. The End User and PSC may upgrade, add to or modify Software or related support services in conjunction with this Agreement or at a later time by executing a mutually agreed contract supplement. The license for the use of any upgrades to the Software or its documentation supplied through such agreements shall be covered by the terms of this Agreement. 6. Changes. The End User may request, by written notice to PSC, an alteration in the scope or duration of the training, installation and/or support services. All changes shall be incorporated into this Agreement by the parties' execution of a mutually agreed contract supplement. No change directive shall vary or otherwise affect the terms, conditions and provisions of this Agreement except as specifically set forth in the mutually agreed contract supplement. Annual Software License and Maintenance Renewal. Six months after Live Software Operation begins; the End User shall have the option to continue the Agreement with PSC exclusively. Live Software Operation shall occur at the date on which the Software is first used by the End User to generate false alarm notices and / or invoices for mailing to alarm users. The annual fee for continuing this software license and maintenance shall be $3,600.00 based on one (1) Full Crywolf license for the first annual renewal period, and shall be paid directly to PSC. After the first annual period, the fee may be increased by no more than 8% annually, unless custom software modifications are made at the End User's request, or additional software licenses are added by executing a mutually agreed contract supplement. 8. Not for Commercial Use or Resale. Use of the Software is limited to use by the End User. The End User may not use this Software for commercial purposes. The End User may not resell, or otherwise transfer for value, the Software. 9. Removal, Transfer, or Modification of Software. The End User shall keep all copies of the Software at the actual site(s) of installation and in no other place (except that one back-up copy may be kept at the End User's usual location for keeping computer data back-ups). The End User shall not remove the Software outside the United States. The End User shall not modify nor authorize modification of the Software in any manner without express written permission of PSC. 10. Reproduction and Copyright. The Software is protected under the Copyright and Patent laws of the United States, and as extended by treaty, Canada. The End User may not copy, or allow anyone else to copy or otherwise reproduce, any part AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 3 of the Software without prior written consent of PSC, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network. The Software must be copied as a whole and each copy must include this Agreement. All other copying is prohibited. 11. Limitations on Reverse Engineering, Decompilation and Disassembly. The End User may not reverse engineer, decompile, or disassemble the Software. 12. Separation of Components. The Software is licensed as a single product. Its component parts may not be separated. 13. Notices of Intellectual Property Rights. The End User shall assure that PSC' s notices of intellectual property (e.g., patent, trademark, and copyright notices), if any, shall remain visible on the Software when displayed electronically or when output created by it is printed out. 14. Warranty and Disclaimer. The Software will perform substantially in accordance with its accompanying documentation, and the functional description of features in PSC's marketing literature. PSC agrees to correct or replace, at its own expense, any software that does not conform to this documentation or description of features. As to the Software and its documentation, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, EXCEPT FOR THOSE CONTAINED IN THIS AGREEMENT, ARE DISCLAIMED AND WAIVED BY PSC. The Software is licensed "as is" and PSC does not guarantee that the Software will meet 'all requirements" of the End User's business or all requirements of the Software with which it interacts. PSC shall not be responsible for any damages, consequential or otherwise, that the End User or its employees or agents in the use of the Software may suffer. (Such damages shall include but not be limited to lost profits, lost sales, all actions lying in tort, prima facie tort, or any other cause of action arising out of the use or performance of the Software.) 15. Termination. The software license shall terminate immediately if the End User does not comply with any term of this Agreement, including but not limited to, nonpayment of license and maintenance fees, nonpayment of other contracted for services, removal of the Software to an unauthorized location, unauthorized copying of the Software, or modifying the Software in any manner. The End User may terminate this license at any time by so indicating in writing to PSC. 16. Return/Destruction of Software. Upon termination, this license shall cease; all copies of the Software and documentation shall be returned to PSC or AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 4 destroyed, at PSC's option. Any use of the Software after termination is not authorized by PSC and shall be considered by PSC to be infringement of its intellectual property rights. 17. Protection of PSC Trade Secrets and Intellectual Property. Except as directed by PSC and permitted under this Agreement, the End User shall not at any time during or after the term of this Agreement allow the copying of the Software or its documentation by any person, or permit any other person to authorize copying or make copies of the Software, its documentation, or any part of it. The End User shall not decompile, reverse engineer, or disassemble the Software. Only the End User' s employees or agents understanding the basic terms of this license and who are aware of PSC's ownership of the Software shall have access to any facility for copying the Software or decompiling, disassembling, or modifying it. PSC hereby grants the right to the End User to copy the licensed Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on the End User's single-user system, multiple-user system, or network, as authorized by this Agreement. 18. Audits. PSC may make reasonable examinations of the End User's computer installations to ascertain that the End User is complying with the limitations upon copying stated in this Agreement. If such an examination shows any non- compliance, PSC may terminate this Agreement, and the End User shall pay all expenses of such examination. 19. Injunctive Relief. The misuse, copying, or disclosure of the Software will give rise to irreparable injury to PSC, and leave PSC inadequately compensated in damages. Accordingly, PSC may seek and obtain injunctive relief against the End User's breach or threatened breach, in addition to any other legal remedies, such as suit for copyright infringement, which maybe available. The End User further acknowledges and agrees that these covenants are necessary for the protection of PSC's legitimate business interests and are reasonable in scope and content. 20. Related Software. This Agreement maybe executed concurrently along with an agreement with other software companies that cover certain application software that works with the Software. The End User acknowledges that the other software companies and PSC are each responsible for different functions and that there are no representations or agreements regarding the Software other than those contained in this Agreement. 21. Governing Law. The laws of the State of Texas shall govern this Agreement. 22. Assignments, Transfers. This Agreement, the rights, duties, and obligations in this license, or the Software and its documentation may not be assigned or transferred by the End User. AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 5 23. Notices. Notices to parties shall be at the addresses stated above. 24. Consent to Jurisdiction, Venue, and Service. All legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of Texas. The End User consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, addressed to the party where it is to receive notice. 25. Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired 26. No Waiver. The failure by any party to exercise any right stated in this Agreement shall not be deemed a waiver of the right. 27. Complete Agreement. This Agreement sets forth the entire understanding of the parties as to the Agreement's subject matter and may not be modified except by further written agreement. WHEREAS, the parties have executed this Agreement on the dates indicated below. AOT Public Safety Corporation Date: l ~-~~~ By: [ utho ed Signin facer] City of Pearland, Texas Date: l1~ ~~ By: [ uthorized Signing Officer] AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 6 SCHEDULE A -PROVIDED SOFTWARE LICENSES One (1) Full CryWolf License -Each License provides full time use on one Personal Computer Workstation, including telephone support (M-F, gam - Spm, CST, excluding holidays) and standard software updates. AOT Public Safety Corporation Annual End User Software License and Maintenance Agreement Page 7 SCHEDULE B - SUNGARD PUBLIC SECTOR SOFTWARE AND SERVICES QUOTE Pearland, Texas CryWolf False Alarm System Quote (As of November 13, 2008) Firm for 90 Days Complete quote includes Schedules A, B, C, D and E. SCHEDULE A -PROVIDED SOFTWARE LICENSES Two (2) Full and one (1) Read-Only CryWolt° licenses, and Web Registration ASP Pages Licenses -For installation on Server and use on three (3) workstations. The Licenses provide full time use on Personal Computer Workstation, telephone support (M- F, gam - Spm, CST, excluding holidays) and standard software updates. Initial Fee (covers six months from live operation) First (1) Full CryWolf~' License $ 18,000.00 One (1) Additional Full License 6,000.00 One (1) Read-Only License 2,000.00 Web Registration /Alarm User Access ASP Pages 2.500.00 Initial License Fee $ 28,500.00 A second full workstation license dedicated to Fire alarms would be $ 6,000.00. A read-only, inquiry license would be $2,000.00. Annual Fee (Due six months after installation and annually thereafter) First Annual License And Maintenance Fee (based on one license, includes Software upgrades) $ 5,840.00 NOTES: The above prices exclude any applicable taxes. These prices do not include MS SQL Server database licenses which shall be provided by Sungard or Pearland. These prices exclude Computer Hardware and Operating System Software which shall be provided by Sungard or Pearland. See Schedule D for Recommended Minimum specifications. SCHEDULE B -PROVIDED SERVICES Installation and Training Services Installation Preparation (off-site, includes initial development and testing of CAD extracted interface file (in ASCII text format) and testing of ESRI-standard GIS map compatibility, if used.) On-site Software Installation (includes CryWolf and Sungard CAD interface testing and configuration, if necessary. Excludes any custom software or interface development.) On-site Training (Administrative Training and Operator Training, -See Schedule E) On-site Go Live Assistance Off-site post-installation support (six months, beginning at software installation) Installation and Training Services Project planning and Ordinance Configuration $ 1,500.00 Installation, Training and Go Live Assistance $ 6,400.00 Web Registration Install Consulting (4 Hours) $ 700.00 Total Configuration, Installation & Training Cost $ 8,600.00 Data Conversion Services (Historical Permits) Option Not Requested 0.00 Total Services $ 8,600.00 Travel Expenses $ 1.900.00 Total Services and Expenses $ 10,500.00 Configuration of a summary accounts receivable file to be exported for import into the HTE General Ledger System would be $2,200.00. This functionality will also require the Sungard HTE provided CryWolf Financial interface. NOTES: The above prices exclude any applicable taxes. SCHEDULE C -PAYMENT TERMS The total initial CryWolf Software License Fee (Schedule A) and provided Implementation Services and Expenses (Schedule B) is $ 39,000.00. Invoices for CryWolf Software and initial implementation services will be submitted to Pearland by Sungard Public Safety in accordance with the Sungard Contract terms and conditions. The annual license and maintenance fee will be billed by AOT Public Safety Corporation beginning six months after live system operation (Pearland System Acceptance) in accordance with the CryWolf Software License Agreement. SCHEDULE D -RECOMMENDED MINIMUM HARDWARE SPECIFICATIONS Server RAM Memory: l .OGB Speed: 1.2GHz Hard Drive: 80GB (30 GB Free) CD/DVD Local Area Network connection to designated workstations NT4 / Win2000 / Win2003 Operating System MS SQL Server 7, 2000 or 2005 Database Software Workstations RAM Memory: Speed Hard Drive: CD/DVD 512MB 1 GHz 20GB (SOOMB Free) 15" Monitor (1024 x 768 resolution) Windows 98, NT, 2000, XP or Vista Operating System At least one workstation should have access to Microsoft Word software to facilitate letter preparation and software support. SCHEDULE E -STANDARD TRAINING SESSIONS Administrator Training Session This training can take place in a classroom setting or in an office area that would be comfortable for 3 - 4 persons. The Administrator(s) is in charge of setting all of the defaults in the program, providing access rights for users of CryWolf~', making sure that the information set up in maintenance interprets the jurisdiction's ordinance, allows for the creation of unlimited letters to be used within the program and other program maintenance functions. The Administrator(s) of the program should also plan on attending the Operator Training so that all aspects will become familiar. This would also allow an Administrator to train additional trainers, if needed (Train the Trainer). Administrator Training takes one to two days, depending on complications with the ordinance and/or conversion of data. User/Operator (Alarm Management System Operators) Training The User/Operator Training can take place in a classroom setting or at the actual workstations of the users. Four (4) to five (5) users and/or administrators is a comfortable number for this training. All aspects of the program are covered, such as entering registrations for alarm companies and registrants with alarm systems, processing alarms, using the payment module, learning about adjudications and appeals, the creation of many built-in reports, methods of making corrections, mapping of alarms and/or registrations, and other operating functions. Exhibit "A" Resolution No. R2008-137 ~"`~ I RE220395 ~~~. Master Services Agreement (General Terms and Conditions) ' Technologies This Master Services Agreement (the "Agreement") is made between Stratus Technologies Ireland Limited, with offices at Blanchazdstown Industrial Pazk, Blanchardstown, Dublin 15, Ireland ("Stratus") and City of Pearland. TX ("Customer" or "you"). Stratus agrees to provide the services, as deemed in the applicable Service Addenda (the "Services"), subject to the terms and conditions contained in this Agreement, for the supported hazdwaze ("Supported Hardware" or "Hazdwaze") and supported software products ("Supported Software" or "Software") comprising the system(s) listed in your Service Schedule(s) (each a "System" or "Covered System"). Stratus' obligations to provide Services aze subject to your compliance with all of your obligations under this Agreement. Eligibility: Systems first placed under Service within ninety (90) days from the System shipment date aze automatically deemed Service Ready and eligible for coverage under this Agreement. Systems first placed under Service more than ninety (90) days from the System shipment date must first be inspected and certified by Stratus or its authorized service representative as Service Ready. Additionally, Systems, Service coverage for which has lapsed for a period of ninety (90) days or more, will be subject to inspection and certification, at your expense, before Service coverage will be reinstated. Such inspection and certification will be at Customer's expense based on Stratus' then prevailing rates. Any work required to bring the System up to a Service Ready condition will also be at Customer's expense. Stratus Affiliates: The Services shall be provided by Stratus or its affiliates. As used herein affiliates means, legal entities that aze owned by Stratus or which aze under common ownership with Stratus. In providing such Services Stratus and its affiliates may engage the services of sub- contractors. The foregoing however shall not relieve Stratus of its primary obligations under this Agreement. Service Hours: Except as otherwise specified in this Agreement, a Service Schedule, Service Level Addendum, or an Optional Service Addendum, all Services required of Stratus under this Agreement shall be provided only during the hours of 9:00 A.M. to 5: 00 P.M, Monday through Friday, excluding locally observed holidays. 1. TERM AND TERMINATION 1.1. Term. Unless otherwise agreed, the initial term for Services shall commence on the Effective Date of this Agreement and shall continue for a period of one (1) yeaz. Thereafter, the term for Services shall automatically renew for successive terms of one (1) yeaz each unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the commencement of the next term; provided, however, Customer may terminate this Agreement at any time after the first yeaz by giving sixty (60) days prior written notice of termination to Stratus. 1.2. Termination for Breach. Either party (the "Non-breaching Party") may terminate this Agreement in the event the other party (the "Breaching Party") breaches any of its material obligations (each a "Material Breach") under this Agreement and fails to cure said Material Breach within thirty (30) days of Breaching Party's receipt of written notice of the Material Breach from the Non-breaching Party. Material Breach" shall also be deemed to include any instance in which the Breaching Party files a voluntary petition in bankruptcy or under any similar insolvency law, makes an assignment for the benefit of its creditors, has filed against it any involuntary petition in bankruptcy or under any similar insolvency law, or a receiver is appointed for, or a levy or attachment is made against, substantially all of its assets, if any such petition is not dismissed or such receiver or levy or attachment is not dischazged within sixty (60) days after the filing or appointment. 2. PRICING, INVOICING AND TAXES 2.1. Service Charges: The service chazges that will apply to the Products supported under this Agreement are as set forth in the applicable Service Schedule. Updates to the Service Schedule may be provided by contacting your local service representative. Unless otherwise specified in a particulaz Service Schedule, your service charges will be billed annually and are payable as set forth in Section 3 below. Any prepaid service chazges shall be non-refundable upon termination of the Agreement, unless termination is due to Stratus' breach. Stratus' obligation to provide these services is contingent upon your prompt payment of the invoice and any other applicable charges. Payment of any amount invoiced under this Agreement constitutes your agreement to all of the terms and conditions contained herein, to the exclusion of all others. 2.2. Price Changes: At any time, and from time to time after expiration of a Service Schedule, Stratus may increase the service chazges by giving you ninety (90) days advance written notice. The price change will apply on the first day of the applicable invoice period on or after the effective date specified in the Stratus price change notice. Hourly rates, travel chazges and one-time chazges aze subject to change without notice. 2.3. Additional Charges: You may incur additional charges for any Services provided by Stratus for the following reasons: (i) because of fire, natural disaster, neglect, misuse, abuse and waz or other events or causes of force majeure; and (ii) unauthorized modifications; use of non- Stratus supplied equipment or software; damage resulting from environmental considerations such as electrical power, heat, cold, or humidity outside the published product specifications; or operating the System in other than the fully redundant mode of operation; and (iii) if we are required to travel beyond filly (50) miles or eighty (80) kilometers of the nearest Stratus service location or use other than private automobile or scheduled local public transportation to provide Services to you. 3. PAYMENT 3.1. Customer shall pay all amounts within thirty (30) days of receipt of an invoice. Except in the case of termination for Stratus' material breach, any and all payments of amounts due under this Agreement are non-refundable. Customer also agrees to pay amounts equal to any applicable taxes resulting from any transaction under this Agreement that Stratus is obligated to pay upon Customer's behalf, except that Customer shall not be liable for taxes based on Stratus' net income. 3.2. Suspension of Service If Customer's account is ten (10) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Stratus reserves the right to suspend Services until such amounts are paid in full; provided however that no suspension shall take effect until and unless Stratus has provided Customer at least five (5) business days prior written notice that Customer's account is overdue. 33. Customer agrees to pay Stratus, on demand, interest at the maximum rate permitted by applicable law for any late payments, together with S110. Stratus Agreement.doc Page 1 0 any collection and attorney's fees and expenses Stratus incurs in the collection of such overdue amounts. 4. CUSTOMER'S OBLIGATIONS Customer agrees to ensure that, at all times dwing the term of this Agreement Customer shall: • For each installation site or System, assign and maintain, a technically skilled employee or agent who will serve as yow primary contact with Stratus for each Covered System; and • Provide the names and phones numbers of up to fow (4) individuals who are authorized to submit calls under this Agreement; and • Maintain the Covered System(s) in a manner consistent with all applicable product specifications provided by Stratus or the manufacturer; and • Provide at no change to Stratus access to and use of suitable telecommunications equipment needed to establish data communication over the Stratus Service Network; and • Execute diagnostic routines and provide the results to Stratus; and • Access and make appropriate use of Stratus' Internet home page for technical support information; and • Notify Stratus of any configuration changes to the original Covered System configuration; and • Where appropriate, use the provided Stratus hardened drivers; and • Replace customer replaceable units under the remote direction of the Stratus CAC, Customer Engineer or Stratus Authorized Service Representative; and • Perform housekeeping services, such as, cleaning, replacing expendable parts (e.g.: batteries, printer ribbons), performing regulaz operating checks and providing necessary supplies pertaining to these services; and • Ensure that all of the data stored on the Covered System(s) is adequately duplicated, documented and protected. Stratus is not responsible for failwe to do so, or for the cost of reconstructing data stored on disks, tapes, or other media that are lost or damaged dwing the performance of Services; and • Ensure that (1) all softwaze installed on the Covered System(s) is properly licensed for use; (2) all non-supported hazdwaze and softwaze products are fully-compatible with the Stratus-supported hazdwaze and software installed on each Covered System and aze fully yeaz-2000 compliant; (3) all Covered System(s) aze adequately protected against computer viruses; and • Install Software product updates and upgrades as made available; and • Maintain and operate at all times all Covered Systems in a fully redundant mode of operation. 5. WARRANTIES 5.1. WE WARRANT THAT WE WILL PROVIDE, IN A GOOD AND WORKMAN LIKE MANNER, THE SERVICES DESCRIBED IN THIS AGREEMENT AND IN EACH SERVICE SCHEDULE AND ANY ADDENDA ATTACHED THERETO. 5.2. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF A SYSTEM OR THAT ALL PRODUCT ERRORS OR DEFECTS WILL BE CORRECTED. 6. LIMITATION OF LIABILITY IN NO EVENT SHALL STRATUS, ITS AFFILIATES OR THEIR RESPECTIVE SUB- CONTRACTORS BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFIT OR BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY. EXCEPT WITH RESPECT TO LOSSES OR DAMAGES ARISING FROM BODILY INJURY (UP TO AND INCLUDING DEATH), BREACH OF CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE AND WILFULL MISCONDUCT, THE LIABILITY OF STRATUS', ITS AFFILIATES, AND THEIR RESPECTIVE SUB-CONTRACTORS FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), SHALL BE LIMITED TO THE AMOUNT THAT CUSTOMER WOULD HAVE PAID TO STRATUS FOR THE PREVIOUS TWELVE (12) MONTHS OF SERVICE FOR THE PRODUCT (S) THAT IS THE SUBJECT OF THE CLAIM. 7. STRATUS PROPERTY Support softwaze, including diagnostic routines, Active Service Network or Remote Service Network Agents and SNMP Agents, as well as support tools, and documentation ("Property"), which we supply under this Agreement, aze and shall at all times remain Stratus' exclusive property. Except where required by law, you agree not to make such Property available or disclose the contents thereof to any third parties other than your employees and contractors who are performing services for you and have a need to access such Property in relation to the Systems covered under this Agreement. You agree to take appropriate action, by instruction or agreement with yow employees and contractors who are permitted access, to satisfy your obligations under this Agreement. Further, you agree to immediately return all such Property to us upon the expiration or termination of this Agreement and or applicable Service Schedule. 8. CHANGES TO THE AGREEMENT TERMS In order to maintain flexibility in the manner, in which we provide service, we may, after the initial term of a Service Schedule, change the terms and conditions under which the Products listed on that Service Schedule aze serviced under this Agreement, including any Addenda, by giving you not less than ninety (90) days prior written notice. These will only apply as of the effective date we specify in the notice. You have thirty (30) days from receipt of a change notice in which to reject, in writing the change, and thereby terminate this Agreement and all affected Service Schedules. Failwe to reject the change indicates your conclusive acceptance of the change. Except as stated above, for a change to be valid it must be in writing and signed by both of us. Additional or different terms in any order or written communication from you aze void. 9. CONFIDENTIALITY 9.1. "Confidential Information" shall mean any information held disclosed in confidence by one party (the "Discloser") to the other party ("Recipient") in connection with this Agreement. Confidential Information shall be so designated by Discloser in writing at the time of disclosure and if disclosed orally or in any form other than documentation marked with a legend designating it as such, shall be identified by Discloser as confidential or proprietary and reduced to writing and provided to the Recipient within fifteen (15) days of the date of the oral disclosure. S110. StratusAgreement.doc Page 2 0 9.2. Recipient shall not disclose to any third party the other party's Confidential Information and shall limit access and use to those of its employees and agents who require such access and use in connection with its rights and obligations under this Agreement. Recipient shall take appropriate action with its employees and agents to satisfy its obligations hereunder and shall protect Discloser's Confidential Information as it protects its own Confidential hiforrnation of like significance, but in any event with not less than a reasonable degree of caze. 9.3. Exceptions. The obligations set forth in this Section shall not apply to information (a) (mown to Recipient prior to disclosure; or (b) which is or becomes publicly known through no wrongful act of Recipient; or (c) received from a third party under no confidentiality obligation with respect to the Confidential Information; or (d) required to be disclosed under administrative or court order, or in an azbitration or litigation azising out of a dispute between the parties or their successors or assigns. If Recipient is legally required to disclose any Confidential Infonnation, it shall, to the extent allowed and practicable, provide Discloser prompt notice of such requirement so that Discloser may seek a protective order or other appropriate remedy or waive compliance with respect to that discloswe. 9.4. Remedies. Each party agrees that, in addition to any other remedies available, the other shall be entitled to injunctive relief to enforce the terms of this Section 9. 10. GENERAL , 10.1. We will provide Service only at the location(s) specified in the Service Schedule unless we agree otherwise, in writing. 10.2. Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party's express written consent. Any attempt to make any such assignment or transfer without the express written consent of the other party will be deemed void. Notwithstanding the foregoing, either party shall have the right to assign this Agreement to any of its affiliates or in connection with the sale or transfer of all or substantially all of its assets. 10.3. The waiver or failure of either Party to exercise in any respects any right provided for herein shall not be deemed a waiver of that or any other right hereunder. 10.4. This Agreement as supplemented by the specific Service Schedule and any associated Addendum thereto as executed by the Parties, constitutes the entire agreement between the Parties for the subject matter hereof and supersedes all prior and contemporaneous written and oral representations, proposals, negotiations and communications. In the event of any inconsistency or conflict between this Agreement and a Service Schedule, the Service Schedule shall prevail. 10.5. This Agreement, the transactions occurring and services provided hereunder shall in all respects be governed by and enforced in accordance with the laws of the jurisdiction where our affiliate delivering the Services is organized. If Services are delivered by our affiliate in the United States, the laws of the Commonwealth of Massachusetts (except for the conflict of law principles thereof) shall govern and control. IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Agreement as indicated below. City of Pearland, TX Stratus Technologies Ireland Limited Name: ~1 \i 1~Y1 Name: - Title: ~~"~ ~1(~~p~ Date: ~ `T~ (~~ Title: '~ tl~l~~~/l1''F_ /'~ ,~_ Date ~j ~" 11(J ~ C I<~~~ ,~~~ S110. Stratus Agreement.doc Page 3 0 Stratus Master Services Agreement SERVICE SCHEDULE This Service Schedule is subject to and made a part of the Master Services Agreement between Stratus Technologies Ireland Limited and the City of Pearland, TX. The Effective Date of this Service Schedule shall be the date of initial installation of the following System(s) unless a different Effective Date has been agreed and listed below. Stratus agrees to provide and you agree to pay for the Services selected and described in the Agreement and any Optional Services selected below for the System (Hardware and Software) listed below. 1. Effective Date: [Date of installation or other date agreed date] 2. Customer Contacts: Please provide full details for the Primary Contact and up to four Named Contacts. Any subsequent changes to the Named Contacts should be submitted to your local Stratus Representative. Prima Contact Name: i~~~Sbl f-{ruv+G[.gr/ Address: -- gg Phone: (Za ) R 2'-(- L L Email: hb. tc-~+ c• • ecaJ la ~X ~ k5 Facsimile: (2-~ l) ~ 43 S - ~1 ~l ~C) Named Contact Name 1: Jest-{N KN~ //~'T Named Contact Name 2: Address: 3s'1~ L; b~r~-~ c7~- Address: Phone: (2Kb[) G SL - r c,r~ t Phone: ( ) Email: n: fx' c: • ec./- a Rsa~ ~~ • ~ f Email: Facsimile: (L°..:,1 S`L - r T o'1 Facsimile: ( ) Named Contact Name 3 : Named Contact Name 4 Address: Address: Phone: ( ) Phone: ( ) Email: Email: Facsimile: ( ) Facsimile: ( ) S112. StratusAgreement.doc Page 1 of 7 3. Selected Service Levels for the Microsoft Windows Operating System DESCRIPTION OF SERVICES OPTION ~FLF,fTFi'1 SYSTEM(S) System ..Model l{ ~(ltv .Cite I11 T,ncatinn - Cervice Charges SERVICE LEVEL: - - Assured Availability Plus \X *Assured Availability Guarantee XX - -_--- Assured Availability *Assured Availability Guarantee System Availability OPTIONAL SERVICES: Extended Business Hours Field Service FRU Replacement (12x5) Extended Business Hours Field Service FRU Re lacement 24x5 Saturday Field Service FRU Replacement (8x6) Weekend/Holiday Field Service FRU Replacement (8x7) Weekend/I-Ioliday Field Service FRU Replacement (24x7) Full CRU/FRU Onsite Replacement, Normal Service Levels (8x5) Full CRU/FRU Onsite Replacement, Normal Service Levels (24x5) Full CRU/FRU Onsite Replacement, Normal Service Levels (24x7) Technical Account Management Services (NTAM) Expedited Parts Delivery (Same Day) *The Assured Availability Program Guarantee (the "Guazantee") is subject to the following additional terms and restrictions: (1) only Systems covered under Assured Availability Plus or Assured Availability Service Level coverage qualify for the Guarantee; and (2) the Guarantee must be selected at time of initial System purchase; and (3) if the qualifying System is covered under the Assured Availability service level, then coverage under the Guarantee is limited to outages caused solely by the Stratus Software, the Stratus Hardware or both; coverage under the Guarantee excludes outages caused in whole or in part by the Microsoft operating system; and (4) the Guarantee is subject to the terms and conditions set forth in the Assured Availability Program Guarantee Addendum. OPTIONAL SERVICES Selected Optional Services (if applicable). You may supplement your selected Service Level coverage by purchasing additional on-site and technical support services offered by Stratus as described above. These services are provided as part of a Service Level and may not be purchased on a standalone basis. IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Service Schedule as indicated below. City of Pearland, TX Stratus Technologies Ireland Limited s r By. ~~ By. ~ Name: _~t\~ r('\~\ Name: - Title: ~~~ \'('(ZR ~e1!' Date: ~ ~ ~ {~ I fx ~l S112. Stratus Agreement.doc Title: ~ 11y~7'1_x_~, Y1.t.f9"/UI`I~~tC Date ~ h II ~ 0 ti-~ll~~ OCCx~ Page 2 of 7 SERVICE ADDENDUM Assured Availability Plus Service Level for Stratus Systems Running the Microsoft Windows Operating System All definitions and terms contained in the Master Service Agreement and the Service Schedule apply to this Addendum. The terms of this Addendum shall control in the event of inconsistencies. 1. Severity Level Definitions 1.1. Critical: A problem that causes your System to become completely unavailable to users. 1.2. Serious: A problem that substantially impairs System operation. 13. Moderate: A problem that does not substantially impair System operation. 1.4. Minor: A problem that does not impair the operation of your System. It is non-conforming behavior that can be avoided or ignored. 2. Customer Assistance Centers (CAC) Services: Stratus will use best commercial efforts to provide remote and telephone Hazdwaze and Softwaze support within the times described below, depending on the severity of the problem, for problems reported by you via telephone or a-mail. 2.1. Critical: Stratus will acknowledge receipt of the problem within thirty (30) minutes. Stratus will provide CAC services (i) on a continuous basis until the System is restored to service; and (ii) on a priority basis until a suitable workaround is provided or until all material aspects of the System's functionality are restored. 2.2. Serious: Stratus will acknowledge receipt of the problem within two (2) hours. Stratus will provide CAC services on a priority basis until the System's functionality is restored or a suitable workazound is found. 2.3. Moderate: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four (4) hours. Stratus will use reasonable efforts to resolve the problem or provide a work around within seven (7) calendaz days. 2.4, Minor: CAC services will be provided during local business hours only. Stratus will acknowledge receipt of the problem within four (4) hours. Minor problems will be corrected in a manner and within a time frame as determined by Stratus in its sole discretion. 3. Remote System Support and Monitoring: Stratus will provide 7x24 remote system support and monitoring of Covered Systems through an electronic connection between each such Covered System and the Stratus CAC, using the Active Service Network. Remote System Support, if applicable, may include one or more of the following: 3.1. Hardware problem auto notification. The System will automatically generate a call to Stratus CAC notifying us of a Hardware failure; and 3.2. Automatic parts replacement: Stratus' CAC will disburse a part replacement based on the System's automatically generated calls; 3.3. Access to Software downloads, uploads and on-line diagnostic routines; and 3.4. System report auto notification initiated by and relating to Software installations and system reboots. 4. Telephone Support: Stratus will provide 7 x 24, unlimited, toll free access, to the Stratus CAC for assistance with software problems related to the currently supported version of the Stratus Software, Operating System and supported non-Stratus Software identified in your Service Schedule (individually and/or collectively hereinafter referred to as "Supported Software"). Stratus technical support engineers will provide root cause problem determination and relief, available Softwaze updates and bug fixes as well as information and assistance related to Softwaze features. Telephone Soltwaze Support applies to the following: 4.1. Stratus Softwaze: Stratus will maintain Supported Stratus Softwaze such that it will inter operate with the then Stratus-supported release of the Windows operating system. 4.2. Microsoft Windows Support: For Critical and Serious problems related to the Microsoft Windows operating system kernel, Stratus will provide priority access to Windows certified Stratus engineers, who will work collaboratively with Microsoft support personnel to address problems traced to a Microsoft product. 5. Active Service Manager Services: Stratus will provide user-authenticated access to the following Stratus 7x24 electronic support services: 5.1. Service event call logging and monitoring; 5.2. Stratus' technical Knowledgebase; 5.3. Software downloads; and 5.4. Product and service notifications 6. Hardware Remedial Services: Stratus will provide Hazdwaze Remedial Services, which may include one or more of the following: 6.1. Advanced Parts Exchange -Next Business Day: Stratus will use commercially reasonable efforts to ship Hardware replacement parts within the same business day ofreceiving anautomatically-generated call through Remote System Support or by way of a Telephone request that is received prior to 5:00 P.M. local time. Restrictions may apply in certain countries. Stratus will pre-pay the cost of shipping the replacement part to the requested location. Anext-business-day delivery carrier chosen by Stratus will make shipments. Each replacement part shipment will also include shipping material and apre-paid freight bill for return of the defective part. The defective part must be returned to Stratus within fourteen (14) calendaz days from the date of reported failure. If you fail to do so, Stratus will bill and you will pay the list price of the replacement part shipped. Stratus assumes all risk of loss or damage to parts that are in transit to and from the location. 6.2. On-Site Hardware Support: If Stratus determines that it is necessary to do so, Stratus will provide on-site Hazdwaze support Services at its cost and expense including labor, parts and material necessary to repair the System, which may include one or more of the following: (1) Same Day Emergency On-Site Services: Stratus will provide same day emergency on-site service if the System experiences a Critical problem and it cannot be recovered through remote support means. (2) Next Business Day On-Site Services: Stratus will provide next business day on-site service if the System experiences a Serious problem and cannot be recovered through remote service means. 63. Hardware On-Site Support Services Conditions: (1) You agree to render all reasonable assistance and to cooperate fully with Stratus' service representative or agent. Additionally, you agree to ensure his/her ability to work without interruption or interference. (2) Upon arrival at the site, subject to Stratus' reasonable judgment, on-site Services will be provided until the System is operational or as long as reasonable progress is being made. Work may be temporarily suspended if additional parts or resources aze required, but will resume when they become available. (3) Travel expenses incurred in traveling to and from a System site located more than fifty (50) miles [eighty (80) kilometers] from the neazest Stratus service center will be charged to and paid by you. S112. Stratus Agreement.doc Page 3 of 7 _,.,,~0. ~~~• . ~ Techn~ic~gi~s ASSURED AVAILABILITY PROGRAM GUARANTEE ADDENDUM All definitions and terms contained in the Master Service Agreement, the Service Schedule and the Assured Availability Plus or Asswed Availability Service Addendum apply to this Addendum. In the event of inconsistencies or ambiguities, the following order of precedence shall apply: (a) first, this Asswed Availability Program Guarantee Addendum (the "Guazantee") shall govern and control; (b) next the Assured Availability Plus or Assured Availability Service Addendum; (c) the Service Schedule; and (d) the Master Service Agreement. Eligibility: Coverage under this Guarantee is available only for Systems, for which Service coverage has been purchased under either the Assured Availability Plus or Assured Availability Service Addenda, and only if coverage under this Guazantee was subscribed contemporaneously with and at the time of initial pwchase of the Covered System. Service Charge Credit: If the System described in the Service Schedule fails as defined below ("System Failure"), Customer will be entitled to a credit against future Service payments in a prorated amount equivalent to one month's Service charge for the System that experienced the System Failure. General Conditions and Qualification applicable to this Addendum: For purposes of this addendum and subject to the following qualifications, a System Failure occurs when a Covered System that was previously functioning properly becomes unavailable, rending Customers users unable to use it, provided that: (1) The System Failwe must occw during, and as a result of, Customer's use of the Covered Systems exclusively for production purposes as opposed to development purposes. (2) Coverage under this addendum for Systems running the Microsoft Windows Server Operating System that aze covered under the Assured Availability Plus Service Level applies only to the extent that a System Failure occurs as the result of the Stratus Hazdware, the Stratus ftServer System Software, or the Stratus supported version(s) of the Microsoft Windows Server Operating System kemel. (3) Coverage under this addendum for Systems running the Microsoft Windows Server Operating System that aze covered under the Assured Availability Service Level applies only to the extent that a System Failwe occurs as the result of the Stratus Hardware or the Stratus ftServer System Software, but excludes System Failures that result from any other cause, including without limitation the Microsoft Windows Server Operating System kernel or any other Stratus-Supported Softwaee. (4) Coverage under this addendum for systems covered under an Asswed Availability Service Level for VOS or HP-UX applies only to the extent that a System Failure occurs as the result of Stratus Hazdwaze, Stratus System Softwaee, or the Stratus supported version(s) of the VOS or HP-iJX Operating System. (5) Coverage under this addendum for systems running the Red Hat Linux Operating System that are covered under an Assured Availability Plus Service Level applies only to the extent that a System Failwe occurs as the result of Stratus Hardware, Stratus System Software, and the Stratus supported version(s) and components of the Red Hat Linux Operating System as defined in the Asswed Availability Plus Service Level Addendum. (6) Coverage under this addendum for systems running the Red Hat Linux Operating System that are covered under an Asswed Availability Service Level applies only to the extent that a System Failure occws as the result of Stratus Hazdware, or Stratus System Softwaee, but excludes System Failures that result from any other cause, including without limitation, the Red Hat Linux Operating System or any other Stratus-Supported Software. (7) The Covered Systems must have been running in the fully redundant mode of operation immediately prior to System Failute. Any system running a redundant component in simplex mode is ineligible for coverage under this Option, unless and until the component is restored to the fully redundant mode. (8) Coverage is limited to the single System, which experienced the System Failure. (9) Coverage does not apply to problems that occw on more than one occasion or that affect more than one System. (10) Coverage does not apply where a System Failwe results in connection with (a) any planned event, whether initiated by either Stratus or you, such as a reboot, FCO installation, a software upgrade, hardware component installation or de-installation, or a firmwaze or similaz system configuration changes; (b) any planned or unplanned event initiated by you outside the scope of your normal operation or use of the Covered System; (c) known defects or bugs: (d) outages due to security or network problems; or (e) the occurrence of one or more of the following: fire, natural disaster, neglect, misuse, abuse and war or other events or causes of force majeure, as well as unauthorized modifications, use of non- Stratus supplied equipment or software and damage resulting from environmental considerations such as electrical power, heat, cold, or humidity outside the published product specifications. Stratus' Responsibilities: (1) Stratus will provide you with notification, in writing or over the Stratus Active Service Network (ASN) or Stratus Remote Service Network (RSN), of any known condition that could cause an availability problem. (2) When appropriate, the Stratus Service Manager will schedule a meeting to discuss qualification and eligibility of a service credit. Customer's Responsibilities: (1) Operate the System in fully redundant mode. (2) Determine if there was an availability problem during any calendar month, prior to requesting a service credit. (3) Fully implement (within fourteen (14) days of yow receipt of written notification from Stratus), any requested procedures (including without limitation, installation of software bug fixes) intended to avoid any known condition that could degade system availability. (4) Notify Stratus in writing, of any request for service credit. You will have waived your right to any credit under this Addendum if you fail to notify Stratus of a System Failwe within thirty (30) days of the System Failwe. S104. Assured Availability Program Guarantee 02-06-2006 ~' Tec~nc~lagies Stratus Technologies Ireland, Ltd Blanchardstown Industrial Park, Blanchardstown, Dublin 15 Ireland December 10, 2008 Mr. Bill Eisen City Manager City of Pearland 3519 Liberty Dr. Pearland TX 77581 Dear Mr Eisen, Enclosed you will find a fully executed copy of your Stratus Master Services Agreement. Should you have any questions feel free to contact me at 978-461-7467. Sincerely C ~ ~ t~ l . ~ ~~ l,l. ~ (: ll ~~ Cheryl Eaton Sr. Business Analyst Stratus Finance cc Gary Jeffers Sungard Public Sector