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08-0219_N. HARRIS COMPUTER CORPORATION_Transmittal Agr from HarrisUnisys Corporation PO Box 5590 Bismarck ND 58506-5590 December 7, 2010 Attn: Pooja Gupta City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistr Ca 62675 Dear Pooja, Enclosed is the fully executed Master Agreement including the Support Services Schedule signed on behalf of Unisys Corporation on December 7, 2010. Should you have further questions please contact Unisys Corp. Sincerely, Brenda Rummel 1133 College Dr. Bismarck ND 58503 Enclosures (1) Agreement Number f) 0 ()0 C" UNISYS Products and Services This Master Agreement for Products and Services is between Unisys Corporation, a Delaware corporation, with offices at Unisys Way, Blue Bell, Pennsylvania 19424 ("Unisys") and: Client Name and Mailing Address CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675-3603. This Agreement consists of the terms and conditions on pages 1 through 5 and those of the fallowing checked documents: 4305 4931-006 Equipment Sale Schedule 4305 4933-006 Software License Schedule 4305 4934-001 Information Services Schedule 4305 4940-005 Support Services Addendum 4305 4942-002 Support Services Schedule 4305 4944-002 Support Services Schedule for Desktop Equipment 4305 4935-001 Systems Integration Addendum 4305 4936-002 State and Local Government Addendum 4305 5383-002 Statement of Work 4305 7940-002 OS2200 Metering Software Schedule 4305 7942-003 MCP Metering Software Schedule 4305 7944-001 MDP Measured Software Schedule 4305 7975-002 Application Software Support Services Addendum 4305 7983-001 Application Support Services Schedule The parties acknowledge they have read and understand this Agreement (pages 1 through 5, including all checked and attached schedules and addenda) and are not entering into this Agreement on the basis of any representations not expressly set forth in it. Agreed and Accepted Client oikA (Signatu (Date) I n I � (PrintedAyped name) (rine) 1 Of 5 4305 3982-014 (1105) 0 UNISYS Master Agreement for Products and Services Terms and Conditions Intending to be legally bound by this Master Agreement for Products and Services (called the "Agreement'), Client and Unisys agree the following terms VA apply to any order placed by Client and accepted by Unisys Corporation for the sale of equipment, for services provided, and for the license of software to Client under this Agreement. This Agreement does not obligate Client to place an order nor does it obligate Unisys to accept an order. Section 1- Definitions "Confidential Information' is Software, diagnostics, support materials, documentation, and any other information and materials confidential to Unisys, its licensors, or Client. A "non Unisys Product" is an item of another manufacturer, supplier or publisher, A non Unisys product does not have a Unisys trademark. An "Order" is an order, statement of work, purchase order, or a Unisys schedule submitted. by Client and accepted by Unisys. A "Product" is equipment, Software, Software maintenance releases and updates, and documentation (including manuals and education materials but not maintenance materials or tools) provided by Unisys under an Order. "Services" are any work provided by Unisys under an Order. "Software" is the object code version of computer programs, any image enabler, license or performance key, any source code version that Unisys may provide, and any documentation related to the programs, excluding maintenance materials. Software includes microcode that is not pennanently fixed in equipment. A "Unisys Product" is an item that Unisys manufactures or has manufactured for it. A Unisys Product bears the Unisys trademark. Section 2 - Effective Date/Ordering Procedure A binding contract between Unisys and Client for the sale and purchase of Products or Services or the license of Software under this Agreement begins on the later date when signed by both Client's authorized representative and an authorized representative of Unisys. Unisys will assign an agreement number ("Agreement Number") to identify this Agreement. Unisys may give information to Client concerning equipment, services, or software licenses that Client may wish to purchase from Unisys ('Quotes'). Quotes do not obligate Client or Unisys. Client may order Products or Services under this Agreement by giving orders to Unisys that reference the Agreement Number. When Client submits an order to Unisys, Client will pay Unisys any down payment or deposit shown in the order. Unisys may accept or decline Client orders. If Unisys declines Clients order, Unisys will return any down payment or deposit that Client paid Unisys with the order. This Agreement will apply to Orders and its terms will replace any preprinted terms contained in Client's Order. Unisys agrees to sell to Client the equipment, license the Software, and provide the Services, described in an Order. Unisys may substitute equal or better Product(s) on any Order. Section 3 - Delivery and Installationf transfer of Title Each Order will require or authorize Unisys to ship Products to Client. Client will pay the applicable Unisys transportation charges, if any. Unisys Wit keep the risk of loss or damage to the Product until the Product is delivered to the location designated by Client. Tide to equipment shall pass on delivery to the carrier. Unisys will provide Client with one (1) copy of any environmental specifications and the customary user documentation for the Products. Client will install the Product(s) unless Client's Order includes installation Services or Unisys includes installation with the Product(s). Client will prepare and maintain the proper operating environment for the Products during any applicable warranty and Service period. If Unisys agrees to install a Product, Unisys will perform installation work during Unisys normal working hours. Client will pay for any site-specific installation materials for any installation by Unisys including any cables and special rigging and labor (including any costs to meet union or local law requirements). Section 4 - Payment Unless the Order includes a different billing schedule, Unisys will invoice Client for: (a) Products, upon shipment; (b) maintenance plan Services and other recurring charges (other than usage charges), annually in advance; and (c) usage charges and other Services, as Client incurs the usage charges or as Unisys provides the Services. Client will also pay any applicable Unisys charges (including charges for travel, lodging, and out -of -scope services) that Unisys has brought to Client's attention prior to acceptance of the Order. Client will pay invoices within thirty (30) days after the invoice date. Unisys may impose a late payment charge of 1-112% per month or, if less, the maximum rate allowed by law on all past due outstanding balances. Prices are exclusive of all taxes. Except for taxes on the net income of Unisys and any tax from which the relevant taxing authority determines Client is exempt, Client shall be liable for and account for all charges, taxes (including any sales tax, use tax, value added tax or any equivalent local tax or government charge) in respect of any of the Products or Services, or their use, sale or license. Section 5 - Security Interest Unisys will keep an interest (called a purchase money security interest) in equipment it sells Client until Client pays the purchase price. This Agreement is a security agreement. Client authorizes Unisys, or someone on Unisys behalf, to sign and file the necessary financing statements for Client Unisys may also file a copy of this Agreement wherever necessary to protect its security interest. Unisys shall terminate such security interest upon Client's payment in full for such equipment. Client shall not, prior to payment in full to Unisys, sell, transfer, or otherwise dispose of the Product. In the event that Client does dispose of the Product prior to payment in full to Unisys, Client shall hold the proceeds in trust for Unisys. Section 6 - Client Responsibilities The parties agree that: (a) Client has independently determined that the Products and Services ordered under this Agreement meet its requirements; (b) Client will use the Products according to the manufacturers' instructions in the proper environment; (c) Client wilt back up information stored or processed by Products on computer - readable media that Client can easily restore if the information is lost or damaged from any cause; (d) Client is responsible for any results produced by the Products and Services; and (e) Client will comply with all applicable government export control laws and regulations. If Unisys is providing maintenance Support Services, Client will: (a) maintain the proper operating environment for Products; (b) provide adequate working and storage space for use by Unisys personnel near the 2 of 5 4305 3582-014 (1105) equipment; (c) provide Unisys access to the equipment and sufficient computer time, subject only to Client`s security rules; (d) follow Unisys procedures and instructions for operator maintenance and obtaining services; (e) provide a memory dump and additional data in machine readable form if requested; (f) reproduce suspected errors or malfunctions in Software; and (g) install available error corrections and maintenance releases authorized by the manufacturer on a current basis. Section 7 - Confidential Information Each party will use the same measures it uses for its own information of a., similar nature, but not less than reasonable measures to protect Confidential Information provided by the other party under this Agreement from unauthorized use or disclosure and to restrict its use accordingto this Agreement. Title or the right to possess Confidential Information Will remain with the disclosing party. All materials containing Confidential Information will be marked "Proprietary," "Confidential," or in a manner which gives notice of its confidential nature. Confidential Information will not be copied, in whole or in part, except when essential for authorized use under this Agreement. The parties agree to reproduce all notices on any copies made, including on storage media. If Confidential Information is disclosed in other than tangible form, the disclosing party will provide a written description of that Confidential Information to the recipient within twenty (20) days of the disclosure. The obligations stated in this Section do not apply to Confidential Information: (a) already known to the recipient at the time of disclosure; (b) independently generated by the recipient and not derived from the Confidential Information supplied by the disclosing party; (c) publicly known or available, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the Confidential Information; (d) disclosed to the recipient without a similar restriction by a third -party -who has the right to make such disclosure; or (e) required to be :disclosed by the recipient by law, regulation, court order, or other legal process, provided the recipient provides, to the extent possible, reasonable advance notice to the other parry of the impending disclosure. When this Agreement or an Order terminates or expires, or upon request, the recipient agrees to return or destroy (and certify in writing destruction of) Confidential Information fumished in connection with the Agreement and/or the Order(s), including all copies made, and all writings, descriptions and summaries involving or based on such Confidential Information. Unisys and Client agree to continue with these confidentiality obligations after this Agreement ends. Client acknowledges that all support materials, including without limitation, diagnostic software and tools, are Confidential Information of Unisys and will be used only by Unisys maintenance personnel. This provision applies even though such materials may be listed in the Unisys price lists, catalogs, invoices or contracts. Section 8 • Diagnostic Tools For ease of service, Unisys may store proprietary and confidential diagnostic tools, software, and documentation, whether in printed or electronic form, (collectively called "Tools") at Client's site or within a Product. These Tools may be pre -loaded on Client's equipment or embedded in a Product before delivery. Unisys does not license these Tools to Client. Unisys does not give Client or anyone else permission to access, monitor, use, copy, distribute, or change these Tools. Unisys acknowledges that during routine system back-ups, Client may not easily avoid copying software Tools and, to this extent, the copies are permitted provided Client protects these Tools as Unisys Confidential Information and Client does not remove any proprietary markings. Unisys may remove these Tools at will and Client gives Unisys permission and access to Client`s site to do so. Section 9 • License Unisys either licenses Software directly or distributes Software that is licensed by another party. In either case, Client does not obtain ownership of Software. If Unisys distributes a Software Product with a separate license agreement that license agreement alone will apply to the Product; otherwise, the following license terms will apply. Unisys licenses each purchased copy of the Software and documentation on a personal, non-exclusive and non -transferable basis for Client's internal use in the United States but not as a service bureau, nor for outsourcing, nor for facilities management. Unisys licenses the Software solely for Client's use on a single machine unless the ordered Unisys license plan provides otherwise. Client may use the Software temporarily on a backup machine provided the Software is used on only one (1) machine at a time and Client removes the Software from the backup machine promptly after each temporary use. Client will not copy Software or documentation except for one (1) archival copy of the Software, which must bear all the legends and notices of the original item. No license is granted to Client to use any Unisys proprietary Software to assess, test, or develop any hardware products or device handler software, operating system software or hardware diagnostic software that will be marketed by Client or others for compensation. Client may develop other software programs and may test fully -developed, commercially -available third party hardware products or software programs where such testing is solely intended for Client's internal evaluation of the fitness of such product or program for Client's own internal data processing purposes. Client will not decompile, reverse engineer or disassemble Software, except as permitted by law. Upon notice to Client, Unisys may audit Client's use of the Software to determine Client's compliance with this license provided Unisys complies with Client's customary security rales and does not unreasonably interfere with Client's permitted use, and in such event, Client agrees to provide relevant information and reasonable facilities. Client or Unisys may end any license at the close of the applicable license period by giving thirty (30) days prior written notice, or else the license will continue for another like period, subject to all the terns stated herein, at Unisys then -current charges. For Software licensed by Unisys, each such license ends when Client stops using the equipment on which the Software was first licensed. When a license ends, Client Will destroy (and, in writing, certify destruction) or return to Unisys all copies of the corresponding Software (including copies on the equipment), documentation, and any other related Confidential Information in Client's possession that was provided under the license. Federal Government Use of Software - The Software and any accompanying documentation are commercial items that have been developed entirely at private expense. They are delivered and licensed as commercial computer software and commercial software documen- tation within the meaning of the applicable acquisition regulation(s). This license shall prescribe exclusively the Government's use and disclosure of the Software and documentation. Section 10 • Equipment Warranties Equipment may be new, newly manufactured, or assembled from new or serviceable used parts that are like new in performance. Unless the Order or the Unisys Limited Warranty Statement that accompanies the equipment provides a different warranty period, and excluding equipment provided "AS IS", Unisys promises that Unisys branded equipment will be free from defects in material and workmanship, will be Year 2000 Ready, and will substantially conform to relevant Unisys published specifications for twelve (12) months after shipment to Client. Unisys will repair or replace, at its option and expense, items of equipment that do not meet this warranty provided Client reports the problem to Unisys during the warranty period. Unisys may fulfill 3 of 5 4305 3982-014 (1105) warranty obligations at .a Unisys designated site or depot and, when applicable,,. Client; agrees, to send equipment to the Unisys site at Client`s expense. andrisk. Unisys Wit return the equipment at Unisys expense and risk if the equipment was defective. Replaced items, whether under.. a,warranty or Service event, become Unisys property. This. warranty does not. extend to damage caused by normal wear and tear; accident; misuse, disaster, improper supplies or alterations, attachments, :parts or repairs not provided or authorized by Unisys. Section 11- Software Warranties Unisys promises that Unisys'Software that is designated "W" within a Software.: License. Schedule`` will conform substantially to the then - current published. functional :specifications and wilt be Year 2000 Ready for ;mmnety :(90) days from Client's receipt provided Client uses it properly. Unisys vAll provide. a workaround or correction for material errors in Unrsys .Software; that prevent its use in a production environment, provided that;. Client reports the problem in writing to Unisys during this`warranty'period, This warranty does not extend to hon'-conformitiesresulting froin accident, misuse, disaster, or alterations or modifications not provided or authorized by Unisys. Section 12 Unwarranted/AS IS Unisys and Non Unisys Products and Services Unisys provides'all non Unisys equipment and non Unisys Software and all: Software not designated "W" within a Software License Schedule and Unisys .Software licensed to Client after the initial license period (whether under a renewed or subsequent license) "AS IS" and without Unisys warranty. Non Unisys manufacturers, suppliers, or publishers me provide their own. warranties or remedies to Client. For non Unisys Products, Client agrees to look solely to any warranties and remedies provided by these cion Unisys manufacturers, suppliers, or publishers. Client agrees that.:.Unisys will have no liability for any third party products or services ghat it may acquire from a third party even if Unisys recommended these products or services to Client. Section 13 - Services Warranties Unisys has the ability to perform the Services and Unisys will provide suitable resources to perform the work according to the description of Services, including any Ordered maintenance Service plan. All Services exclude damage repair or correction of defects or errors related to: (a) time and date data functionality for Unisys Products not designated Year 2000 Ready or non. Unisys Products not Year 2000 Ready as initially manufactured; and, (b) supplies not obtained from Unisys, and (c) design, manufacture, materials or workmanship related to non Unisys products and services, or Product(s) for which Unisys has discontinued engineering support; and (d) unauthorized alterations or attachments; and (e) intentional damage caused by non Unisys personnel. In addition, Services exclude replacement of supplies expended during normal operation (Including batteries, ink and other consumables). Section 14 - No Other Warranties Except as described in this Agreement or an Order, Unisys makes no other warranties. TO THE EXTENT PERMITTED BY LAW, UNISYS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE: FOR PRODUCTS AND SERVICES. Unisys warranties extend solely to Client. The following language relates only to Products subject to federal or state consumer warranty laws: If the disclaimer of implied warranties does not apply to Client, Unisys limits the length of these warranties to the applicable Unisys warranty period. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Client. This warranty gives Client specific legal rights, and Client may also have other rights, which vary from state to state. Section 15 - Maintenance Service Description According to the service plan ordered by Client, Unisys will, with respect to covered equipment and Software, use commercially reasonable efforts to: (a) diagnose and repair equipment that does not work according to the manufacturer's specification because of normal wear and tear, provided the equipment is in good working order at the start of the Unisys services, properly configured at the minimum hardware and software levels designated by Unisys, and Client complies with the manufacturer's instructions for the proper use, care, supplies, and environment for the equipment. (b) diagnose and provide to Client workarounds or corrections for (i) material defects in the currently -supported version(s) of Unisys proprietary Software that prevent Client's. use of this Software in a production environment; and (ii) non Unisys Software where the manufacturer makes such support available to Unisys for Client's benefit under a valid license. Client must give Unisys prior written notice of any proposed changes (including alterations or attachments to equipment, software, components, boards or subassemblies) to Products covered by a Unisys warranty or enrolled in a Unisys Service plan. Unisys has no obligation to provide maintenance Support Services for changed equipment or Software. Unisys may agree to maintain, support or correct such changed Products for an additional charge. Section 16 - Limitation of Liability If Unisys does not meet its obligations under either this Agreement or any Order then, despite the basis on which Client may be entitled to recover from Unisys, the parties agree that Unisys and its subcontractors and suppliers are only liable for: (a) payments described in Section 17, Patents and Copyrights for claims of infringement or misappropriation; and (b) actual direct loss or damage, up to the greater of $100,000 or the charges paid for the Product or Service that is the subject of Client's claim during the twelve (12) month period immediately prior to such claim; except that for any defective non Unisys Products provided under this Agreement, Unisys maximum liability is a refund of the amount paid to Unisys for such Products (not including any amounts paid for related Services) returned to Unisys within ninety (90) days after shipment. The parties also agree that Unisys and its subcontractors and suppliers will not be liable for. (a) claims against Client from others except for claims described in Section 17, Patents and Copyrights; (b) loss of, or damage to, information or data from any cause; and (c) indirect, incidental, special, punitive, or consequential damages (including lost profits or savings), even if Unisys knows or should have known of the possibility of these damages. Notwithstanding the foregoing, Unisys agrees to defend and indemnify Client against claims for damage to tangible property (but not loss or damage to information or data) or injury to persons, including death, to the extent directly caused by the negligent acts or omissions of Unisys. The following language relates only to Products subject to applicable federal or state warranty laws: Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Section 17 - Patents and Copyrights Unisys will defend Client from claims that a Unisys Product infringes a United States patent or copyright or misappropriates a trade secret protected under United States law, provided Client: (a) promptly gives 4 of 5 4305 9982-014 (1105) Unisys written notice of the claim; (b) gives Unisys control and authority to defend and/or settle thie dalm; and, (c) gives Unisys its cooperation in defense of such claim. Unisys with pay the costs of the defense and any settlement or damage award for the claim(s). If a claim is made or Unisys believes a claim is likely to be made, Unisys may, at its sole discretion, obtain the right(s) to allow Client to continue to use the Product or Unisys may replace or modify the Product; If Unisys determines that these choices are not available on reasonable terms, Client will, upon Unisys request, stop using the Product and retum it to Unisys, whereupon any applicable license and charges for the Product will end, and Unisys will give Client a, credit for the price. paid to. Unisys, less a reasonable charge for past use by Client and/or Product. depreciation. Unisys has no obligation under this Section for any claim from Client, a legal entity related to Client, or anyclaim based on: (a) Client's design or modification of a Product; (b) .Client's use of a. Product in combination with anything that Unisys did not. provide to Client; or, (c) a non Unisys product alone. This Section states Unisys entire liability and Client's sole and exclusive remedies for patent and .copyright infringement or misappropriation and ira.de secret misappropriation; Section 18 - Ideas Any ideas, concepts, know-how, data processing techniques, Software, documentation, ':diagrams, •specifications, schematics or blueprints developed by, Unisys .personnel (alone or jointly with Client) in connection with the .Services will be and remain the property of Unisys. Subject to payment of any license fees required under the Agreement, Unisys grants:Client,a non-exclusive license to use any of the foregoing int accordance with the terms of the Agreement. Section 19 -:Termination and Cancellation Either party may cancel an Order if the other does not meet the material terms of tfiat Order or this Agreement, provided the party who is not meeting Its. obligations receives written notice and at least thirty (30) days to com ly:wth .those obligations. Unisys may suspend Services, cancel an Order,. and repossess Products (excluding only equipment for which the purchase price has been fully paid) if Client fails to pay any overdue payment within ten (10) days after Client receives written notice. Unisys may terminate maintenance Support Services on thirty (30) days prior written notice if Unisys determines that any alterations, attachments, Client Software modification or failure to install a maintenance release will interfere with Service provision. Unisys may terminate maintenance Support Services or change the terms of support to Client for a Product on the earlier of (a) ninety (90) days notice via written notification or posting by Unisys at its support website www.service.unisys.com or (b) at the expiration of the then -current term for those Support Services. Z=ither party may terminate any license for Software or any Support Services upon expiration of the applicable term upon thirty (30) days prior written notice. The license or service will renew or extend in accordance with the provisions of this Agreement, if such notice is not given. The licenses for any Software automatically terminate upon Client's discontinuance of use of the equipment on which the Software was licensed, at which time Client must either destroy or return the Software and documentation to Unisys. Upon termination or cancellation of Support Services, all Tools will be returned to Unisys. Any terms of the Agreement that by their nature extend after the end of the Agreement will remain in effect until fulfilled. The rights or duties relating to protection of Confidential Information, indemnities, security interests, or compliance with export regulations will survive termination or cancellation of this Agreement Section 20 • Dispute Resolution Either party may resolve any claim or controversy related to or arising out of this Agreement, whether in contractor in tort ("dispute"), on a confidential basis according to the following process, by first delivering a written notice describing the dispute and the amount involved Cdemand") to the other party. (a) Mediation - After receipt of a demand, either party may start mandatory non-binding mediation before a single mediator, under the commercial mediation rules of the American Arbitration Association (AAA). (b) Arbitration - If the dispute remains unresolved forty-five (45) days after the receipt of the demand, either party may start binding arbitration before a single arbitrator, under the commercial arbitration rules of the AAA. No statements by, or communications between, the parties during negotiation or mediation, or both, will be admissible for any purpose in arbitration. The arbitrator(s) will have no authority to award punitive damages, and their decision must be consistent with this Agreement. Each party will pay its own expenses and attorney's fees. Either party may use a court of competent jurisdiction to (a) enforce an arbitration award; (b) seek temporary equitable relief to protect its interests; or (c) recover specific property, including an action in replevin. To the extent permitted by law, no action related to this Agreement may be brought more than two (2) years after the cause of action first accrued, except if a demand is made within forty-five (45) days before the end of this two (2) year period, the parties shall have an additional sixty (60) days from the demand to start mediation under this Agreement. Section 21- Other Provisions Client and Unisys will tell their agents of their obligations under this Agreement. Unisys will excuse any failure that is beyond Client's reasonable control and Client will excuse any failure that is beyond Unisys reasonable control, except that Client shall not be excused from making payments when due. Any failure or delay by Client or Unisys in exercising any right or remedy will not be a waiver. If any provision of this Agreement should be declared invalid, the remaining provisions will continue to have effect. This Agreement, documents expressly incorporated by reference in this Agreement, and any Orders under this Agreement, are the entire agreement between Client and Unisys for the Products and Services under that Order and supersede all prior related proposals, agreements, and all other communications between Client and Unisys. THE LOCAL LAW OF THE COMMONWEALTH OF PENNSYLVANIA WILL GOVERN THIS AGREEMENT, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. Only a Unisys Vice President, General Manager, or Contracts Manager is authorized to make any change to this Agreement or an Order. Client may not assign or transfer Client's rights or obligations under this Agreement without the prior written consent of Unisys. Unisys may subcontract Services to third parties. Client shall send all notices to the Unisys office that services Client and, for notices under Sections 17, 20 and requests for information under Section 5, provide a copy to the Unisys Office of the General Counsel, Unisys Way, Blue Bell, PA 19424-0002. 5 Of 5 4305 3982-014 (1105) UNISYS Support Services Schedule Equipment Location 602905-0203 Bill To Location 602905-0203 CITY OF SAN JUAN CAPISTRANO CITY OF SAN JUAN CAPISTRANO POOJA GUPTA POOJA GUPTA 32400 PASEO ADELANTO 32400 PASEO ADELANTO SAN JUAN CAPISTR.CA.92675 SAN JUAN CAPISTR.CA.92675 Administrator Telephone number 949-443-6302 Administrator Telephone number 949-443-6302 Agreement Number is r / 00 Service Level (1) Mall -In (2) Advanced Exchange (3) Standard NBD (4) Standard 4HR (5) Business Critical 4HR (6) Business Critical 2HR Initial Term Annual rate increase cap [✓ 1 Year ❑ 2 Years ❑ 3 Years E] Other: f3 --year initial term orfonger) % Billing period Support Services 21 Annual ❑ Other: Commencement Date 10/15/2010 List of Products Anolicable to this Agreement Service Style Description Quantity Monthly Service Warranty Upgrade Monthly Support Services Level (include vendor name and model if non Unisys product) Period Unit charge Total charge Unit charge Total charge 4 DSS380-DPT FILE MGT:EOM 8 DEPARTME 1 37.00 37.00 DSS32-DPT FILE MGT:EOM DEPT SVR 1 Charges Page subtotal - Upgrade charges Page Subtotal - Monthly charges If Client is ordering Support Services for equipment which has a Monthly Service Warranty $ 0.00 $ 37.00 Total upgrade charges Total monthly charges Upgrade Period ("Period"), the following applies. This Period is the number of months, if any, indicated for each item of equipment commencing on the item's Installation ):late. During any $ 0.00 $ 37.00 Other Other portion of this Period in which the ordered Support Services are in effect for the equipment, the then -applicable Monthly Service Warranty Upgrade charge will apply instead of the $ $ upgrade Grand Total Grand Total Monthly Support Services charge. $ k $ 174879 4305 4842-1.02 61441 Agreement Number UNISYS Support Services Addendum This Addendum amends the agreement referenced above by the Agreement Number (the "Agreement"), and applies to: (a) all orders for Support Services accepted with this Addendum or subsequently accepted under the Agreement, and (b) existing orders for Support Services under the Agreement upon expiration of the then -current term. Only definitions, descriptions and levels of this Addendum will apply to these Services. The terms of this Addendum will control over any contradictions with terms of the Agreement. Except as defined in this Addendum, all capitalized terms shall have the meaning used in the Agreement. Section A. Definitions and General Terms and Conditions Principal Period of Maintenance ("PPM") means 8,00 AM to 5:00 PM, Client's local time, Monday through Friday excluding Unisys designated holidays. 7 X 24 means seven (7) days per week, twenty-four (24) hours per day including Unisys designated holidays. Next Business pay (NBD) Service means Unisys will make every reasonable effort to respond to Client's request for on-site Support Services received during a PPM no later than the close of business of the next PPM, 4 Hour Response (4HR) means that if Client is located within a Primary Service City, Unisys will make every reasonable effort to respond to Client's requests for on-site Support Services within four (4) hours. Response is measured, during the Client's contracted hours of coverage, from the time that Unisys receives the request for service from Client until Unisys arrives at Client's site. 2 Hour Response (2HR) means that if Client is located within a Primary Service City, Unisys will make every reasonable effort to respond to the Client's request for on-site Support Services within two (2) hours. Response is measured from the time that Unisys receives the request for service from Client until Unisys arrives at Client's site. Off Hours means all contracted hours of Support Services other than the PPM. Primary Service City means an area that includes a 50 -mile (80 -kilometer in Canada) radius from the center of a Unisys designated Primary Service City. If Unisys moves its Primary Service City or Client relocates its site so that Client's site is no longer within a 50 -mile (80 -kilometer in Canada) radius from the center of a Unisys Primary Service City, Unisys reserves the right to adjust 2HR and 4HR or to change the contracted Service Level. Failed Unit means a unit of equipment enrolled under Support Services, which is identified by Client as not in working order and deemed eligible by Unisys for exchange. Client Replaceable Unit (CRU) means a component or other noncritical plug-in assembly delivered to the Client on the next business day for Client's personnel to affix the repairlreplacement, Exchange Unit means new, repaired, or previously used equipment in working order that Unisys conveys to Client as a replacement for a Failed Unit. The Failed Unit will become the property of Unisys upon Client's receipt of the Exchange Unit or, if later, upon receipt of the Failed Unit by Unisys. Client warrants that title to the Failed Unit and Unisys warrants that title to the Exchange Unit will be free and clear of all claims, liens, and encumbrances including security interests. Section B. Description of Service Elements Equipment On -Call Remedial Maintenance includes on-site repair or Exchange Unit service of equipment, at Unisys option, if a problem remains unresolved after Client has utilized Support Center Services as prescribed. Replacements for certain failed components such as keyboards, mice, and other non-critical plug-in assemblies designated by Unisys as Client Replaceable may, at Unisys option, be shipped directly to Client for Client installation. Should Client elect to have the Unisys Customer Infrastructure Representative visit the site to install such components, additional charges may apply. Service Levels mean various groupings of the Services Elements described in Section B. Installation Date means the date Unisys completes installation (as determined by Unisys) or, 9 equipment or software is to be installed by the Client, the tenth day following shipment. Invoicing Options means various billing intervals for services provided to Client. Unisys will bill Client for Support Services in advance an an annual basis. For Clients who have an invoice total of monthly charges greater than $1,000 the Client may select as an option, quarterly billing. For Clients who have an invoice total of monthly charges greater than $2,500, the Client may select, as an option, quarterly or monthly billing. Unisys will bill Clients using its standard invoicing formats. Custom invoicing options and formats and payment periods may be available from Unisys for an additional charge, Initial Term of Services means that unless specified otherwise on the Schedule or in the Agreement, the Initial Term for Support Services will be twelve (12) months and will start on the later of the Installation pate of the applicable Products or the date Unisys accepts an order for Support Services ("Commencement Bate of Service"). Except ae, specified in Section C of this Addendum, Products subsequently added to a system already enrolled under Support Services must be enrolled at the same Service Level as the system to which it is attached. Unless otherwise specified on the Schedule, the Initial Term of Support Services for Products subsequently enrolled under Support Services will end with the applicable term of Support Services for those previously enrolled Products and, for purposes of changes to Support Services charges, will be deemed to have the same anniversary of the Commencement Date of Services as those previously enrolled Products, Following the Initial Term, Support Services will continue on an annual renewal basis at Unisys then -current list prices until terminated or canceled according to the terms of the Agreement. Unisys may increase Support Services charges on each anniversary of the Commencement Date of Service upon ninety (90) days prior written notice to Client. Unisys may charge Client time and material rates for service on Products that are not identified by the manufacturers style and model number on the Schedule or for service on enrolled Products that are outside the scope of the contracted services. Unisys may modify Service Elements, Service Pians or discontinue Support Services for Products upon at least ninety (90) days prior notice via written notification or posting by Unisys at its support website; www.service.unisys.com. If Client does not want to continue receiving the Support Services under such changed terms, Client may end contracted Support Services by giving Unisys written notice no later than thirty (30) days prior to the and of this ninety (90) day period and Unisys will refund any unearned payments for the Support Services. Mail -in Service allows Client, at its expense and risk, to ship a Failed Unit to the Unisys designated location, Within seven (7) business days of receipt, Unisys will, at its option, either repair the Failed Unit or give Client an Exchange Unit. Advance Exchange Service allows Client to notify Unisys of a Failed Unit enrolled in Support Services. Upon notification, Unisys will ship an Exchange Unit to the Client using a next day delivery service. Client will install the Exchange Unit and shall ship the Failed Unit to Unisys within fourteen (14) days after Client's receipt of the Exchange Unit. Client agrees 1 of 3 4305 4940-0105 (5105) to pay Unisys an additional fee, as determined by Unisys, if Client fails to return Failed Unit within fourteen (14) days of Client's receipt of Exchange Unit, Advance Exchange Service is limited to selected equipment. Equipment Maintenance Parts are parts required for Product repairs made by Unisys personnel. NBD, 2HR and 4HR do not apply to Parts availability. Essential Engineering Changes are changes released by Unisys for safety purposes or changes Unisys determines are essential to the performance of equipment Changes will be installed at a mutually acceptable time during the applicable hours of contracted coverage. For non Unisys equipment, Unisys will: install, Essential Engineering Changes (a) based upon the availability of required materials at no cost to Unisys, and (b) at current hourly labor charges. Electronic Call Home Support allows Unisys Support Centers to receive system data via..the Internet from Client and perform remote failure analysis, Client will. supply the equipment, software, and communication facilities to use the. Electronic ;Call Home. Support capabilities of the Product as outlined in the Unisys product support plan. If Client does not permit Unisys to use Electronic: Call Home Support as defined in the Product's support plan, Client agrees to pay;additional charges for Support Services as determined by.Unisys. Electronic Call Home Support is limited to selected products. Equipment Preventive Maintenance, including the installation of engineering charges deemed appropriate by Unisys, will be performed at Client's location according to the manufacturer's recommendations at a mutually acceptable time during the applicable hours of contracted coverage Support: Center. Service provides assistance by electronic or voice oornmunicatign: during the PPM on operating the Products, identifying Product errors or Malfunctions and advising on known detours, reporting software problems via, a User -Communication Form (UCF), and determining the need for on-call,: remedial service. Support Center Services during Off Hours, consist of expediting response to network down and system emsrgendes.. Services Not included in Support Services Support Services do not include: (a) repair of failures due to manufacturer's design or other defects; (b) repair of failures due to abuse, accidents, neglect, or improper use, including damage to LCD screens or other Laptop Computer components; (c) repair of failures due to extemal factors (including failure or fluctuation of electrical power or air conditioning, fire, or flood);. (d) repair of failures.: due to excessive use, wear, and tear, which is in excess of manufacturer's 'recommended duty cycle; (e) refurbishment including restorations due to obsolescence (when parts for Equipment are not readily available on commercially reasonable terms) or end of life cycle failures including phosphorus "burn in" or "low intensity" characteristics of monitors; (f) repair of machines not identified as Equipment; (g) the loading of software, software configurations or any data files; and (h) the backup of any data files. If Unisys determines Equipment requires refurbishment rather than repair, Unisys will notify Client and remove the Equipment from Support Services. Client may ask Unisys to do the refurbishment on an hourly billable service basis and Unisys may provide refurbishment of Equipment subject to the availability of parts, manufacturer's support, and trained personnel. User Communication Service provides for reporting of suspected Product errors or malfunctions or suggested new feature changes. Unisys will make reasonable efforts to provide detours or corrections for Unisys Products or non Unisys Products if available to Unisys at no additional charge from the vendor. Client will install all error corrections, user Communication Service and UCF submissions are available only for Products for which Unisys is then currently providing development center support (also calfed engineering support). Software Maintenance Release Service provides error corrections and maintenance releases that Unisys develops :or provides for currently supported Software level(s). Unisys licenses these releases only for use on the designated computer system(s) under the applicable license agreement. Client will install all applicable error corrections and maintenance releases. Certain software products may require Unisys Subscription Service in order to receive Software Maintenance Release Service. Electronic Support Service provides Client with access to an Internet web site to place Product service requests, to obtain information. on known errors and corrections, and to receive information on Unisys products and services. Software tan -Calf Support provides software support at the Client's site if Unisys determines that a Software Product problem remains unresolved and on-site assistance is required, after Client has used Support Center Services as prescribed. Desktop and selected non Unisys software Products are not eligible for Software On -Call Support. Systems operations Review provides an annual meeting, at a time mutually agreed to between Unisys and Client, to conduct a computer systems operation review. Client is responsible for scheduling the meeting. This service applies to systems designated by Unisys as enterprise servers or mainframes. Support Center Response Commitment (available only during the PPM) provides electronic or voice response by Unisys to Client's declared emergencies no later than one (1) hour after receipt of Client's request for service at the Support Center designated by Unisys. Section C. Service Level Descriptions The following describes the six Service Levels and the Service Elements included in each of the Service Levels. Not all Service Elements and Service Levels are available for all Products. Refer to Descriptions of Service Elements for additional details. Individual Service Elements contained in a higher Service Level than contracted are provided at Client request, as available, at then -current Unisys conditions and charges. All hardware and software Products within a system configuration must be enrolled under the same Service Level except for desktop and network products and application software. All Client Replaceable Units are shipped to the Client to arrive the next business day regardless of the service level subscribed. *Note: CRU maintenance plans are required. 2 of 3 4305 4940-005 (AIDS) Service Levels -- Hardware Support Services Service Elements 1 Mail -}n 2 Advanced Exchange 3 Standard PPM 4 Standard PPM 5 Business Critical 7X24 6 Business Critical 7X24 Equipment ©n -Call Remedial Maintenance Service MBD* 4HR 4HR 2HR Mail -In Service X Advance Exchange Service X Equipment Maintenance Parts X X X X X X Essential Engineering Changes X X X X X X Electronic Call Home Support X X X X Equipment Preventive Maintenance X X X X *Note: CRU maintenance plans are required. 2 of 3 4305 4940-005 (AIDS) Section D. Desktop Support Services The additional Support Services. terms and conditions listed in this Section D Unisys shall change the service warranty charges for the affected apply onlyto Desktop Equipment listed on the Support Services Schedule(s) Equipment to its then -current Support Services charges effective as of the for Desktop Equipment (" Desktop Schedule'). All Support Services Commencement Date of Service. pefihitions. and pescriptions included in Sections A, B and C of this Addendum'shall apply to Equipment listed on the Desktop Schedule unless altered. by;this Section D ' For purposes of this Addendum, all references to Products shall include Equipment ::and all; references to Schedule(s) shall include Desktop Schedule: Definitions Equipment means the machines, including Personal Computers, Laptop Computers and printers identified on the Desktop Schedule or, if greater, the actual number of machines serviced by Unisys under this Agreement by model; .type,: and manufacturer. Personal Computer or PC, unless otherwise defined on the Desktop Schedule; means' a: microcomputer with a configuration not to exceed: a single processor, a1,7 -inch CRT monitor; a standard keyboard; a standard mouse; business . qualify , speakers; RAM; three feature boards (as determined by. Unisys); a single optical disk drive (CD-ROM, DVD or a CD - lift a floppy`disk drive; and a single hard disk storage device. Laptop Computermeans. a battery powered self-contained portable Personal Computeir. and does not include accessories such as a port replicator, a docking station; external monitor or keyboard. Restored means that diagnostics used by Unisys for Support Services show that Equipment is in working order. Initial Term of Service -means that unless specified otherwise on the Desktop Schedule, the Initial Term of Support Services for Equipment will be three (3) years from the Commencement Date of Service. Quarterly Service Attentions means the number of on-site service requests included in Support Services that Unisys responds to in each three (3) month period following the Commencement Date of Service, Quarterly Service Attentions may be pro rated to coincide with calendar quarters, Charges Charges for Desktop Support Services include the charges described on the Desktop Schedule for the Equipment and all other charges or changes to charges determined according to the Addendum. If Unisys charges its then -current service warranty rates for non Unisys Equipment and Client fails to provide Unisys accurate warranty entitlement documentation, acceptable to the equipment manufacturer, or if Unisys is unable to obtain warranty reimbursement from the equipment manufacturer, Service attentions, which exceed the Quarterly Service Attentions identified on the Desktop Schedule, are subject to an additional charge and will be billed to the Client at the Per Attention Support Service Rate identified on the Desktop Schedule. if the total number of quarterly service attentions responded to by Unisys is less than 90% of the Quarterly Service Attentions identified on the Desktop Schedule, Unisys may change the Equipment Quantity, Style or Description; Monthly Support Services charges; :Quarterly Service Attentions and Per Attention Support Servioes Rate identified on the Desktop Schedule for the remainder of the Term. Unisys may conduct inventories of Equipment serviced under the Agree- ment. The results of these inventories may be used by Unisys to provide service and may be available to Client for an additional charge, If the manufacturer's model and style number(s) or quantities serviced under the Agreement, or both, are not described on the Desktop Schedule or, if the Equipment description is different from the Equipment information on the Desktop Schedule, Unisys shall initially bill Client (arid Client shall pay) the charges according to the Desktop Schedule and Unisys may: (a) change the Desktop Schedule to conform the Equipment Quantity, Style or Description information to the actual Equipment being serviced; (b) delete any generically described items that Unisys does not customarily and routinely service; and (c) change the relevant Monthly Support Services charges, Quarterly Service Attentions, and Per Attention Support Services Rate identified on the Desktop Schedule, including changes to previously billed charges, for the remainder of the Term. Service Level Response From the Commencement Date of Service up to and including a period of ninety (90) days following the Client's submission of ail Equipment information Unisys requires for Support Services, Unisys will make every reasonable effort to provide Support Services as described in the Agreement but Client acknowledges that some Support Services may be delayed and call response time periods will not apply during such periods. All responses to service requests for Equipment apply only to Unisys Equipment designated Tier One (1). There is no commitment for response to service requests for Equipment that is not designated as Unisys Tier One M. The response to service requests for Equipment described in the Agreement will be achieved in no less than 85% of the occurrences where a Unisys Client Infrastructure Representative is dispatched. 3 cf 3 4305 4940.005 (6105) Service Levels — Software Support Services Service Elements 1 2 3 4 5 6 Support Center Service X X X X X X °User. Communication Service X X X X X X Software Maintenance Release Service X X X X X X Electronic Support Service X X X X X X Software On -Call Support (7124) X X Systems Operations Review X X Support Center Response Commitment X Section D. Desktop Support Services The additional Support Services. terms and conditions listed in this Section D Unisys shall change the service warranty charges for the affected apply onlyto Desktop Equipment listed on the Support Services Schedule(s) Equipment to its then -current Support Services charges effective as of the for Desktop Equipment (" Desktop Schedule'). All Support Services Commencement Date of Service. pefihitions. and pescriptions included in Sections A, B and C of this Addendum'shall apply to Equipment listed on the Desktop Schedule unless altered. by;this Section D ' For purposes of this Addendum, all references to Products shall include Equipment ::and all; references to Schedule(s) shall include Desktop Schedule: Definitions Equipment means the machines, including Personal Computers, Laptop Computers and printers identified on the Desktop Schedule or, if greater, the actual number of machines serviced by Unisys under this Agreement by model; .type,: and manufacturer. Personal Computer or PC, unless otherwise defined on the Desktop Schedule; means' a: microcomputer with a configuration not to exceed: a single processor, a1,7 -inch CRT monitor; a standard keyboard; a standard mouse; business . qualify , speakers; RAM; three feature boards (as determined by. Unisys); a single optical disk drive (CD-ROM, DVD or a CD - lift a floppy`disk drive; and a single hard disk storage device. Laptop Computermeans. a battery powered self-contained portable Personal Computeir. and does not include accessories such as a port replicator, a docking station; external monitor or keyboard. Restored means that diagnostics used by Unisys for Support Services show that Equipment is in working order. Initial Term of Service -means that unless specified otherwise on the Desktop Schedule, the Initial Term of Support Services for Equipment will be three (3) years from the Commencement Date of Service. Quarterly Service Attentions means the number of on-site service requests included in Support Services that Unisys responds to in each three (3) month period following the Commencement Date of Service, Quarterly Service Attentions may be pro rated to coincide with calendar quarters, Charges Charges for Desktop Support Services include the charges described on the Desktop Schedule for the Equipment and all other charges or changes to charges determined according to the Addendum. If Unisys charges its then -current service warranty rates for non Unisys Equipment and Client fails to provide Unisys accurate warranty entitlement documentation, acceptable to the equipment manufacturer, or if Unisys is unable to obtain warranty reimbursement from the equipment manufacturer, Service attentions, which exceed the Quarterly Service Attentions identified on the Desktop Schedule, are subject to an additional charge and will be billed to the Client at the Per Attention Support Service Rate identified on the Desktop Schedule. if the total number of quarterly service attentions responded to by Unisys is less than 90% of the Quarterly Service Attentions identified on the Desktop Schedule, Unisys may change the Equipment Quantity, Style or Description; Monthly Support Services charges; :Quarterly Service Attentions and Per Attention Support Servioes Rate identified on the Desktop Schedule for the remainder of the Term. Unisys may conduct inventories of Equipment serviced under the Agree- ment. The results of these inventories may be used by Unisys to provide service and may be available to Client for an additional charge, If the manufacturer's model and style number(s) or quantities serviced under the Agreement, or both, are not described on the Desktop Schedule or, if the Equipment description is different from the Equipment information on the Desktop Schedule, Unisys shall initially bill Client (arid Client shall pay) the charges according to the Desktop Schedule and Unisys may: (a) change the Desktop Schedule to conform the Equipment Quantity, Style or Description information to the actual Equipment being serviced; (b) delete any generically described items that Unisys does not customarily and routinely service; and (c) change the relevant Monthly Support Services charges, Quarterly Service Attentions, and Per Attention Support Services Rate identified on the Desktop Schedule, including changes to previously billed charges, for the remainder of the Term. Service Level Response From the Commencement Date of Service up to and including a period of ninety (90) days following the Client's submission of ail Equipment information Unisys requires for Support Services, Unisys will make every reasonable effort to provide Support Services as described in the Agreement but Client acknowledges that some Support Services may be delayed and call response time periods will not apply during such periods. All responses to service requests for Equipment apply only to Unisys Equipment designated Tier One (1). There is no commitment for response to service requests for Equipment that is not designated as Unisys Tier One M. The response to service requests for Equipment described in the Agreement will be achieved in no less than 85% of the occurrences where a Unisys Client Infrastructure Representative is dispatched. 3 cf 3 4305 4940.005 (6105)