Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
1992-019-Authorizing The Town Manager To Sign A Contract And Lease With Hewlett-Packard Inc. For Administrative Computer System Hardware, Software, Installation, Training, And Associated Services
RESOLUTION NO. 1992 -19 RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO SIGN A CONTRACT AND LEASE WITH HEWLETT- PACKARD INC. FOR ADMINISTRATIVE COMPUTER SYSTEM HARDWARE, SOFTWARE, INSTALLATION, TRAINING, AND ASSOCIATED SERVICES RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into a contract (Attachment 2) and lease agreement (Attachment 3) with Hewlett- Packard Inc. for an administrative computer system, and that the Town Manager is authorized, and is hereby directed, to execute said contract and lease in the name and in behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 18th day of February, 1992 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Brent N. Ventura NAYES: None ABSENT: Eric D. Carlson ABSTAIN: None SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN LOS GATOS LOS GATOS, CALIFORNIA H E W L I-] T T P A C KAERF,.- D AGRI I LEASE AGREEMENT (FOR USE WITH CORPORATE PURCHASE AGREEMENT) RF_6V_ COPY 81D: Corporate Purchase Agreement # AIM95 Master Lease Agreement Lessor hereby agrees to sell to Lessee and Lessee hereby agrees to lease from Lessor, subject to the following terms of this Master Lease Agreement (the 'Agreement "), the personal property together with all attachments, replacements, parts, substitutions, additions, repairs, right to use software licenses, and accessories incorporated therein and /or affixed thereto (the "Equipment") described in any Equipment Schedules executed by the parties hereto pursuant to this Agreement. 1. Non - Cancellable 6. THE TERM OF ANY EQUIPMENT SCHEDULE ENTERED INTO PURSUANT TO THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED EXCEPT AS EXPRESSLY PROVIDED HEREIN OR ON THE EQUIPMENT SCHEDULE. FP -nt Lessee shall pay to Lessor for the use of the Equipment during the initial and any renewal terms of any Equipment Schedule entered into hereunder, the Rental or renewal Rental payment amount specified on the applicable Equipment Schedule. Rent shall begin to accrue upon delivery and acceptance of the Equipment ( "Rent Commencement Date "). Any Rental or other payment which remains overdue for more than ten (10) days shall be subject to a late charge equal to the maximum percent per month of the amount past due permitted by applicable law. All rents shall be paid to Lessor at its address set forth on the applicable Equipment Schedule or as otherwise directed by Lessor in writing. Rent shall accrue whether or not Lessee has received any notice that such payment is due. 3. Term The term of each Equipment Schedule entered into hereunder shall be effective on the day of execution by Lessor and shall expire as set forth in said Equipment Schedule; provided, however, if Lessee has exe- cuted an Equipment Schedule and the Equipment ordered has been delivered priorto Lessor's execution thereof, the term of that Equipment Schedule shall be effective on the date of execution by Lessee. The term of this Agreement shall be effective as of the date of execution by both parties and shall remain in effect so long as any Equipment Schedule referencing the term of this Agreement shall be in effect. Return of Equipment to Lessor Upon expiration of the term of any Equipment Schedule referencing this Agreement (or any renewal thereof), Lessee, at its own risk and expense, shall have the Equipment packed for shipment in accordance with manufacturer's specifications and shall immediately return the Equipment to Lessor in the same condition as when delivered, ordinary wear and tear excepted, freight prepaid and insured, to Lessor's nearest equipment remarketing facility within the continental United States. Fnd of Term Options Provided that no event of default is occurring upon expiration of the term of any Equipment Schedule hereunder, Lessee shall have the right to exercise one of the options to purchase or renew set forth in said Equipment Schedule. If Lessee notifies Lessor of its intention to return the Equipment upon expiration of the initial or any renewal term of any Equipment Schedule, Lessee shall remain responsible to pay Rent, and Rent shall continue to accrue, until the Equipment being returned is received at Lessor's facility as described in paragraph 4 above. Identification; Personal Property Provided Lessee complies with and fulfills all of the terms and conditions of this Agreement and the applicable Equipment Schedule, Lessee shall have the right to maintain possession of and use the Equipment for the full term of the applicable Equipment Schedule. No other right, title or interest shall pass to Lessee. Lessor (at its own expense) may require plates or markings to be affixed to or placed on the Equipment indicating that Lessor is the owner. Lessor and Lessee hereby confirm their intent that the Equipment shall always remain and be deemed personal property even though said Equipment may hereafter become attached or affixed to real property. Compliance With Laws; Taxes Lessee agrees to comply with all laws, regulations, and orders, relating to this Agreement and any Equipment Schedule entered into hereun- der. Lessee also agrees to pay to Lessor when due, all license fees, assessments and sales, use, excise, personal property and othertaxes, except for taxes based on Lessor's income, now or hereafter imposed by any governmental body or agency upon the Equipment, or the possession, operation or use thereof. 8. Indemnity Lessee shall assume the risk of liability arising from or pertaining to the possession, operation, or use of the Equipment except to the extent such injuries are attributable to Lessor's negligence, and Lessee does hereby agree to indemnify, hold Lessor safe and harmless from and against, and covenants to defend Lessor against any and all claims, costs, expenses, damages and liabilities arising therefrom. The indem- nities contained in this paragraph shall survive the termination of this Agreement and any Equipment Schedule executed hereunder. 9. Repairs Lessee, at its own cost and expense, shall keep the Equipment in good repair, condition and working order and shall furnish all required parts, mechanisms, devices and servicing. Such parts, mechanisms and devices shall immediately become a part of the Equipment for all purposes hereunder. 10. Site Preparation and Installation Lessee, at its expense, shall make all necessary site preparations for the installation of the Equipment, as provided in any applicable site preparation manual for the Equipment, including, by way of illustration and not by limitation, provisions for power supply and suitable protection from the elements. Standard installation fees, if any, for the original installation of the Equipment are included in the Rent. Any and all costs associated with remov,ng or relocating the Equipment shall be borne by Lessee. 1 L Use: Remy ✓al: lssigned by Lessee Lessee will cause the Equipment to be operated in accordance with any applicable manufacturer's manuals or instructions, by competent and duly qualified personnel only, in accordance with applicable govern- mental regulations, if any, and for business, medical, scientific, or educational purposes only. Lessee agrees not to sell, assign, sublet, pledge, hypothecate or otherwise encumber or suffer a lien upon or against any interest in this Agreement, any applicable Equipment Schedule, or the Equipment, or to alter or remove the Equipment from its place of installation without Lessor's prior written consent, which consent shall not be unreasonably withheld. ,2, Asstgn,.ent 3y Lessor Lessee acknowledges that Lessor may sell and /or assign its interest in the Equipment, this Agreement or any applicable Equipment Schedule hereunder to Lessor's wholly owned subsidiary, Hewlett- Packard Fi- nance Company. 13. Loss or Damage Lessee shall bear the entire risk of loss and damage to the Equipment from any cause whatsoever from the date the Equipment is delivered to Lessee until it is returned to Lessors location as provided for in paragraph 5 above. Lessee shall promptly notify Lessor of any loss or damage and no loss or damage shall relieve Lessee of the obligation to pay Rent or perform any other obligation under this Agreement or any applicable Equipment Schedule hereunder. In the event of loss or damage Lessee, at Lessor's option, shall either place the Equipment in good condition and repair or pay Lessor the buyout option price provided for in the applicable Equipment Schedule. 14. Insurance Lessee shall obtain and maintain liability insurance and insurance against loss or damage to the Equipment including, without limitation, loss by fire (including "Extended Coverage "), theft and such other risks of loss as are customarily insured against on the type of Equipment, in such amounts, in such form and with such insurers as may be reason- able. Upon request, Lessee shall furnish to Lessor a Certificate of Insurance or other evidence to Lessor that such insurance coverage is in effect. Lessee's statement of self- insurance will satisfy the require- ments of this paragraph. 15. Events of Default; Remedies In the event Lessee fails to make any payment due hereunder for a period of ten (10) days from the date due, or in the event of any other breach of the Terms and Conditions of this Agreement, any Equipment Schedule entered into hereunder, or any other Agreement between the parties hereto, or if any credit or other information submitted by Lessee to Lessor is false or misleading in any material respect or in the event of an act of insolvency or bankruptcy by or against Lessee, Lessor may, at its option, do anyone or more of the following: (i) declare all sums due and to become due under this Agreement and the applicable Equipment Schedule immediately due and payable; (ii) enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell any or all of the Equipment at public or private sale or otherwise dispose of, hold, use or lease to others said Equipment or; (iv) exercise any other right or remedy which may be available to Lessor under applicable law, including the right to recover damages for the breach hereof. No remedy referred to herein is intended to be exclusive but each shall be cumulative-rni:I jn addition to any of the remedies referred to above: or otherwise available to Lessor at law or in equity. No express or implied waiver by Lessor of any default should constitute awaiver of any other default by. Lessee or a waiver of any of Lessor's rights. If any action is brought by either party to enforce this Agreement or any Equipment Schedule entered into hereunder or to protect its interest in the Equipment, the losing party agrees to pay the costs thereof including reasonable attorneys' fees and other costs of collection. 16. Governing Law This Agreement and any Equipment Schedule entered into hereunder shall be governed by and construed in accordance with the laws of the State of California. Nothing herein shall be deemed to preclude or prevent Lessor from bringing any action or claim to enforce the provisions of this Agreement or any Equipment Schedule entered into hereunder in any appropriate state or forum. 17. Financing Statements LESSEE HEREBY NOMINATES AND APPOINTS LESSOR AS ITS ATTORNEY -IN -FACT FOR THE SOLE PURPOSE OF EXECUTING ON LESSEE'S BEHALF FINANCING STATEMENTS (AND ANY AP- PROPRIATE AMENDMENTS THERETO) UNDERTHE PROVISIONS OF THE UNIFORM COMMERCIAL CODE, FOR PROTECTIVE PUR- POSES, RELATIVE TO THIS AGREEMENT AND ANY EQUIPMENT SCHEDULES ENTERED INTO HEREUNDER. 18. Miscellaneous This Agreement, together with the above referenced Corporate Pur- chase Agreement, any Equipment Schedules executed hereunder, and any referenced attachments shall constitute the entire understanding between the parties and supersedes any previous communications, representations, or agreements whether oral or written. No change or modifications of any of the terms or conditions herein shall be valid or binding on either parry unless made in writing and signed by an authorized representative of each party. Any provisions of this Agree- ment or any Equipment Schedule hereunder which is unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The captions set forth herein are for conven- ience only and shall not define or limit any of the terms hereof. Any notices or demands required to be given hereunder shall be given in writing and by regular mail, except for notices of defauR which shall be sent by certified mail. APPROVED AS TO FORM: ATTEST: A ERINE ANDERTUN, TOWN ATTORNEY MARIAN THOES TOWN EOF LOS GATOS, CA. By execution hereof, the signer certifies that s /he has read this Agreement and that s /he is duly authorized to execute this Agreement on behalf of Lessee. HEWLETT - PACKARD COMPANY LES r' BY: _ -' BY: Author' - d signature NAME/TITLE: dUdy Valdez NAN Sales Fnance upervlsor DATE: .- ;Z -_ _ DA1 v, - FRD /LA -2 2/91 T A LEASE WITH OPTION TO PURCHASE EQUIPMENT SCHEDULE & PAYMENT AGREEMENT LESSOR: HEWLETT- PACKARD COMPANY Finance and Remarketing Division 331 E. Evelyn Avenue. Mountain View. CA 94041 LESSOR TAX I.D. #: 94- 1081436 Lease Agreement Ref: Master Lease Agreement LESSEE: TDWN nF Ins ('ATDS (Full Legal Name of Lessee) 110 E. Main St. - (Street Address) Los 1 C,t,) tta Clara (Zip Brian Jones Federal Tax I.D. #: (Contact Name and Phone Number) EQUIPMENT LOCATION, IF OTHER THAN ADDRESS OF LESSEE: Street City County State eripCode Exhibits: The following Exhibits checked below are incorporated herein and by this reference made a part of this Agreement: EX Master Lease Agreement Gt Purchase Discount Agreement # AI M95 It HP Product warranty, Form # PER CPA #A1M9 Rev, Z HP Software Terms, Form # PFR CPA #A1 M95 Rev. EX HP State /Local Government Rider Form #FRD /GOV, Rev. 12-88 2 ADDITIDNA TERMa-ERDIVACATILA 6190 The following Exhibits checked below are attached hereto and made a part of this Agreement: LJ(Early Buyout Schedule dated 11/15/91 IN] Terms and Conditions: 1. Ncn- Cancellabie Agreement: THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED EXCEPTAS EXPRESSLY PROVIDED FOR HEREIN. 2. Term: The term of this Schedule and Agreement for each item of Equipment covered hereunder shall commence upon the date Lessor executes the same and shall expire 61 months following the "Rent Commencement Date" as defined in paragraph 2 of the above referenced Master Agreement, or on the expiration of any applicable renewal period. However, if Lessee has executed this Schedule and Agreement and the Equipment ordered has been delivered prior to Les- sor's execution thereof, the term of this Schedule and Agreement shall be effective on the date of execution by Lessee. As rent for the Equipment leased hereunder throughout the term hereof, Lessee agrees to pay Lessor, its successor or assigns the sum of $ *see bel ow per month, exclusive of applicable use taxes. Rent shall begin to accrue upon delivery and acceptance of the Equipment as defined in the above referenced Master Lease Agreement. m ou nt L r,-anced The total amount financed under this Schedule and $gr�efr�en6der deducting all applicable credits and discounts is 11LL - ZZ Provided that no event of default has occurred and is continuing to occur at the end of the initial non - cancellable lease term, Lessee shall have the option to exercise the following options by providing Lessor with sixty (60) days prior written (60) days prior wrftten notice of its intention to: N N in purchase all or some of the Equipment covered by this Schedule and Agreement for: (CHECK ONE) o ten percent (10 %) of the Net Price of Equipment to be Purchased) X ( Amount to ;OR , L Total Net Price of Equipment Finance :XOne Dollar ($1.00) of all items of Equipment (available only for State and Local Government Leases or with special approval); plus any accrued late charges and taxes applicable to the transfer of this Equipment; (ii) renew all or some of the Equipment covered by this Schedule and Agreement on a month -to -month basis for the: Net Price of Equipment to be Renewed Original Monthly _ Total Net Price of Equipment X Payment l (iii) return in accordance with the above referenced Master Lease Agreement any Equipment covered by this Schedule and Agreement that is not purchased or renewed * Month 1: 0.00 * Months 2 -61: $6,265.82 If Lessee fails to notify Lessor of its intentions sixty (60) days prior to the expiration of this Schedule and Agreement, it is agreed that Lessee shall renew all of the Equipment covered hereunder in accordance with option (ii) above. During the renewal period, Lessee may return all or some of the Equipment in accordance with the above referenced Master Lease Agreement or purchase all or some of the Equipment covered hereunder for the price computed in accordance with option (i) above by providing Lessor with sixty (60) days prior written notice. IF LESSEE EXERCISES ITS OPTION TO PURCHASE THE EQUIPMENT, IT IS SOLD IN ITS THEN "AS IS" CONDITION AT ITS LOCATION WHEN THE OPTION IS EXERCISED. � -�_ ', Suyoui Option: Atits option beginning with the fourth (4th)month following the Rent Commencement Date, Lessee may purchase all of the Equipment in its then "as is" condition at its location when the option is exercised. The purchase price shall be determined from the above- refer- enced Early Buyout Schedule. 7. Equipment Upgr=_ae Add -On. At its option but subject to Lessor's prior written consent, Lessee may lease additional equipment and/or upgraded equipment for those items covered under this Schedule and Agreement on a then currently marketed Lessor upgrade program. Such additional or upgraded equipment shall be scheduled on a new Equipment Schedule and Payment Agreement. 6. Upgrade Credit: If this Schedule and Agreement reflects an upgrade credit for Equipment to be returned by Lessee to Lessor, Lessee agrees to return such Equipment to Lessor within thirty (30) days of delivery and acceptance of the new Equipment acquired hereunder. 9. Financing Siatemanl LESSEE HEREBY NOMINATES AND APPOINTS LESSOR AS ITS ATTORNEY -IN -FACT FOR THE PURPOSE OF EXE- CUTING ON ITS BEHALF FINANCING STATEMENTS (AND ANY AP- PROPRIATE AMENDMENTS THERETO) UNDER THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE, FOR PROTECTIVE PUR- POSES, RELATIVE TO THIS AGREEMENT AND THE EQUIPMENT RENTED HEREUNDER. Equipment Schedule: Item Item Extended List Item Net Net Oty, Model Description Price (Discount) Price Price 1) HP QUOTATION #3111 -47566 DATED FEBRUARY 5, 1992, ITEMS 0100 -1300 $106,259.48 HP QUOTATION #2111 -47516 DATED FEBRUARY 3, 1992, ITEMS 0100 -3100 46,157.11 2) PENTAMATION SOFTWARE 101,310.00 3) HP CONSULTING PER ATTACHMENT Al DATED JANUARY 28, 1992 38,010.00 ATTEST zJ MARIAN V. COSGROVE CLERK OF THE TOWN OF LOS GATOS, CA. APPROVED AS TO FORM: a.LP.t.wr.K-2 1. A HERINE ANDERTON, TOWN ATTORNEY NET PRICE - HARDWARE NET PRICE - SOFTWARE PENTAMATION S/W TOTAL NET PRICE - EQUIPMENT $140,821.93 11,429.66 101,310.00 2G_- X53.561 59 OTHERCOSTS 8.25% SALES TAX 20 918.83 HP INSTALLATION 165.00 wN1Pw(o(E3YftlftR7ltll�A®[R�1mis — moo,020 .00 19061 T"T�FIN 6 $312,665.42 By execution hereof, the signer certifies that s /he has read this Agreement and the attached Exhibits, and that s /he is duly authorized to execute this Agreement on behalf of Lessee. LESSOR: HEWLETT- PACI(ARD COMPANY / 7 BY: k �n t q t �G / *- Authorize ignature NAME/TITLE: Judy Valdez �f ! Sales Finance Supervisor DATE: LESSEE Y TS� Authoriz TSi azure NAME/TITLE: DAVID W..KN{�P TOWN MANAGER DATE FRD4.WOP 5 -90 l -557a _ Quo. Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 1 OF 10 Customer: City of Los Gatos 110 East Main Street Los Gatos, California 95031 HP Contact: Bill Davis Hewlett - Packard Company Neely Sales Region 3003 Scott Boulevard Santa Clara, California 95054 (408) 988 -7031 Terms: Net 30 days, subject to credit approval. All prices are for U.S.A end use only. All prices are firm for 90 days. FOB: Destination Please Submit Purchase Order to: Hewlett - Packard Company 321 E. Evelyn P.O. Box 7521 Mountain View, CA 94039 -7521 (415) 694 -2555 Authorized by: SUSANNE LARSON Quote Coordinator 9= ft 320 5573 I7: 89 ! Quo , Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 SUMMARY PAGE 2 OF 10 Net Price Monthly Charge Hardware: $103,206.48 Software: $2,926.00 Comprehensive Support: $0.00 Hardware Support: $591.00 Software Support: $0.00 Single Event Support: $165.00 Manuals: $0.00 Other: $0.00 $0.00 $106,297.48 $591.00 The Buyer below agrees to purchase the products and services listed herein and summarized on this page. Buyer: Title: Earliest Acceptable Delivery: Invoice To( *): * Please note if the ship -to address differs from the invoice address. a QUOTATION PP CI(ARO Quo, City Quote Last Number: 3111 -47566 of Los Gatos Date: FEB 5, 1992 Revised: 02 -05 -92 11:03 PAGE 3 OF 10 Product Suffix - 192.00 Unit Extended Item Qty Description 608.00 Price Price 0100 1 A1704A 43,000.00 Discount 24.00% Option 506 -10,320.00 Net Price - 5,184.00 32,680.00 32,680.00 Net Price HP9000 Model 8375 Business Server. 16,416.00 Increase main memory to 64 Mbytes Incl. 16MB memory, 328 MB disk, 2.0 GB Delivery = 8 weeks DAT, 8 ports, system console, 8 user Option 007 5,100.00 HP -UX lic., LAN /9000 interface with - 1,224.00 Net Price preload TCP /IP,ARPA,NFS ser., SCSI Cent. Increase integrated disk to 1.36 Gbytes Delivery = 8 weeks Delivery = 8 weeks 1 Option AAH 800.00 Discount 24.00% - 192.00 Net Price 608.00 608.00 HP -UX on DDS Tape with System Admin Docs Delivery = 8 weeks 1 Option 506 21,600.00 Discount 24.00% - 5,184.00 Net Price 16,416.00 16,416.00 Increase main memory to 64 Mbytes Delivery = 8 weeks 1 Option 007 5,100.00 Discount 24.00% - 1,224.00 Net Price 3,876.00 3,876.00 Increase integrated disk to 1.36 Gbytes Delivery = 8 weeks 1 Option OE1 1,250.00 Discount 24.00% - 300.00 Net Price 950.00 950.00 Add Powerfail Battery Back Up Delivery = 8 weeks 1 A1704A 17B 165.00 165.00 Site Planning (Environmental Survey) Travel charges excluded. Delivery = 8 weeks 0200 1 2566C 27,554.00 Discount 24.00% - 6,612.96 Net Price 20,941.04 20,941.04 1200 1pm dot matrix line printer. 120VAC 50/60 Hz. Paper out and paper jam de- tection. HP Roman -8 normal, compressed and double -sized character sets. The power paper stacker is standard. Delivery = 4 weeks �320 5573 7 .F._; [hpj QUOTATION HEWLETT A KA Quo -- -- - - -- - City Quote Last Number: 3111 -47566 of Los Gatos Date: FEB 5, 1992 Revised: 02 -05 -92 11:03 PAGE 4 OF 10 i Product Suffix Unit Extended Item Qty Description Price Price 1 Option 049 398.00 Discount 24.00% -95.52 Net Price 302.48 302.48 RS -232 -C Interface. Contains 300 baud to 19.2 kbaud. No interface cable provided. Interface manual included. Delivery = 6 weeks 0300 1 40234A 75.00 Discount 24.00% -18.00 Net Price 57.00 57.00 Modem cable 25 pins /25 pins for use betwen DTC and devices using pin 23. Delivery = 10 weeks 0400 2 2563C 8,717.00 Discount 24.00% - 2,092.08 Net Price 6,624.92 13,249.84 55dbA 420 1pm dot matrix line printer. Includes a stand, passive paper stacker & sound enclosure. Paper out & paper jam detection, high speed draft, HP Roman -8 normal, compressed & double size. Delivery = 4 weeks 2 Option 049 207.00 Discount 24.00% -49.68 Net Price 157.32 314.64 RS -232 -C Interface. Contains 300 baud to 19.2 kbaud. No interface cable provided. Interface manual included. Delivery = 4 weeks 0500 2 40234A 75.00 Discount 24.00% -18.00 Net Price 57.00 114.00 Modem cable 25 pins /25 pins for use betwen DTC and devices using pin 23. Delivery = 10 weeks 0600 1 DELT -2026 3,425.00 Discount 24.00% - 822.00 Net Price 2,603.00 2,603.00 Uninterruptable power supply (on -line) serves as power backup for HP computers and workstation servers. Includes power monitoring software for HP workstation (HP -UX Series 300, 400, 800's). PAD,U.S. Delivery = 2 weeks [hlj T PACKARD Quo Number: 3111 -47566 City of Los Gatos QUOTATION Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 5 OF 10 Product Suffix Unit Extended Item Qty Description Price Price 0700 1 C2462F 9,375.00 Discount 24.00% - 2,250.00 Net Price 7,125.00 7,125.00 The Series 6000 Model 1350F is a single - ended, customer installable Mass Storage System with: 1.35 Gbyte disk, auto -rang- ing power supply /cord, expandable mini - tower enclosure, and 0.5 m data cable. Delivery = 10 weeks 1 Option ABA 0.00 0.00 English version of the C2462F owners manual. Delivery = 10 weeks 0800 1 B2436B 0.00 0.00 HP -UX 8.0 User License product for Series 800 systems. Provides licenses and media for desired user levels. Delivery = 6 weeks 1 Option UA7 7,450.00 Discount 24.00% - 1,788.00 Net Price 5,662.00 5,662.00 HP -UX 8.0 32 user license for Series 800 systems. Provides 32 user license certificate. Delivery = 6 weeks 1 Option UB3 - 2,450.00 Discount 24.00% 588.00 Net Price - 1,862.00 - 1,862.00 HP -UX 8.0 8 user license credit for Series 800 systems. Used when upgrading to higher user level. Delivery I = 6 weeks 1 Option AGN 0.00 0.00 HP -UX 8.0 32 user license media specification for Series 800 systems. Delivery = 6 weeks 1 Option AAH 100.00 Discount 24.00% -24.00 Net Price 76.00 76.00 Provide HP -UX user media on DAT. Delivery = 6 weeks Quo. Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 Product Suffix Item Qty Description 0900 1 B2437A HP -UX 8.0 Manuals for the HP 9000 Series 800. Delivery = 6 weeks 1 Option OBG Discount 24.00% Net Price HP -UX 8.0 Users Guide docs for Series 800. Delivery = 6 weeks 1000 1 B1900A HP OpenSpool /UX spooling solution for networked and standalone HP -UX environ- ments; HP9000 Series 300/400/600/700 /800 Customer obtains unique license number. Delivery = 5 weeks 1 Option AEL Discount 24.00% Net Price For Tier 2 SPUs, 9000 Model 815, 822, 827, 837 One right to use or one sublicense Delivery = 5 weeks 1 Option AAH Software on DAT Delivery = 5 weeks 1 Option ABA U.S. - English Version Delivery = 5 weeks 1100 1 B2660A HP GlancePlus /UX software for 5800/600 systems running HP -UX 8.0. For HP -UX 7.0 version, order B1790A. Orders with media option must also include license option. Delivery = 6 weeks PAGE 6 OF 10 Unit Extended Price Price 0.00 0.00 155.00 -37.20 117.80 2,700.00 - 648.00 2,052.00 117.80 [liters 2,052.00 ;MW N 0.00 HEWLETT 1 Option AEL Discount 24.00% Net Price ( If ordered before MAR 1, 1992, Quo Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 7 OF 10 Unit Price 800.00 - 192.00 608.00 extended price will be $570.00 ) For Tier 2 SPUs, 9000 Model 815, 822, 827, 837 One right to use or one sublicense Delivery = 6 weeks 1 Option AAH Discount Net Price Media for HP S800/60O run Media is DAT Delivery 24.00% GlancePlus /UX software for ling HP -UX 8.0 or later. tape (DDS format) = 6 weeks 1200 1 K2296 Discount 24.00% Net Price SCSI 2 high density thumbscrew connec- tion to SCSI 1 low density bail connec- tion 3' cable. Delivery = 2 weeks 1300 1 K2291 Discount 24.00°% Net Price SCSI Terminator Low Density with Bail Connection. Delivery = 4 weeks * ** GROSS AMOUNT: * ** LESS DISCOUNT: * ** GRAND TOTAL: ( If ordered before MAR 1, 1992, grand total will be $106,259.48 ) The discounts offered are available to all departments, agencies, municipali- ties and political subdivisions of the 20 -5573 1789) 195.00 -46.80 148.20 83.00 -19.92 63.08 40.00 -9.60 30.40 Extended Price 148.20 63.08 30.40 $139,813.00 - $33,515.52 $106,297.48 3 ?n 5573 7 891 Quo Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 8 OF 10 Suffix Unit Extended Price Price State of California. Public education institutions are specifically excluded. Terms and conditions of PURCHASE AGREE- MENT NUMBER A1M95 are the sole terms applicable to the items quoted herein. In order to receive the price quoted, a certification of eligibility may be re- quired when submitting a purchase order. Please reference the PURCHASE AGREEMENT NUMBER A1M95 and the quotation number on your purchase order. Quo-_ Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 9 OF 10 02A HP SuccessLine Priority Support Includes all features of HP SuccessLine support with HP's best possible response (no more than 4 hours within 100 mis) for calls received 8 am to 5 pm 02A SUPPORTED ITEMS: MONTHLY CHARGE AMOUNTS Description/ Std Unit Options Extended Item Product Qty Charge Charge Ref Charge 0100 HP 9000 Model 837S Business Server A1704A 1 DDS Cartridge Option AAH 1 Increase main memory to 64 Mbytes Option 506 1 183.00 [#Wore] 0.00 Increase integrated disk to 1.36 Gbytes Option 007 1 4.00 Add Powerfail Battery Back -up System Option OEl 1 0.00 0200 1200 LPM Dot Matrix Line Printer 2566C 1 246.00 RS -232 -C Interface Option 049 1 0.00 0400 420 LPM Dot Matrix Line Printer 2563C 2 67.00 RS -232 -C Interface Option 049 2 0.00 0700 Model 1350F Formatted SCSI -2 Disk Drive C2462F 1 24.00 U.S. - English Localization Option ABA 1 PER MONTH TOTAL 02A SUPPORT: 1320 -1-, - 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 0.00 A 183.00 0.00 0.00 4.00 0.00 246.00 0.00 134.00 0.00 24.00 0.00 591.00 r HEWLETT . , QUOTATION OPTIONS REFERENCE FOR 02A SUPPORTED ITEMS A: Coverage days:Mon- Fri,excldg.HP Holiday. Coverage hours: 8:00 a.m. to 9:00 p.m. Response Time: 0 -4 hrs. Zone l: 0 -25 miles. Quo Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 10 OF 10 Attachment Al Town of Los Gatos UNIX & Network Implementation Assignment ID: 6C910256 Date: January 28, 1992 Quote Expiration: Feb 29, 1992 Part k Scope of Work Hewlett- Packard recommends the following services to implement the integrated solution proposed to the Town of Los Gatos: HP -UX Systems Installation Management The HP -UX Systems Consultant will work with the Town of Los Gatos Information Systems staff to ensure the successful implementation of the HP9000 system in the computing environment of the Town. The Systems Consultant will provide the following services: - HP -UX System Administration concepts and task review - System disk space and swap space partitioning - DTC hardware and software configuration and testing - Arpa services configuration and testing - Modem and asynchronous ports and configuration - HP printers and OpenSpool print spooler configuration - System backup and recovery scripts Network Installation The Hewlett- Packard network implementation team assigned to the Town of Los Gatos will create a project plan dedicated to the installation and configuration of network components. The network hardware and software will be installed and tested including network interface cards for 32 Vectra PCs and 8 Toshiba portable computers, Ethertwist hubs and remote LAN Bridges. Installation of the Remote LAN Bridges assumes prior successful installation of the required digital links. Network Operating System Implementation The Hewlett- Packard network consultant will interview 6 key personnel at the Town of Los Gatos to determine PC application and resource sharing needs. The network consultant will review and document these requirements and create configuration requirements for Portable Netware and other network server products based on these needs. The Hewlett- Packard Network Consultant will then create specific configuration information for the new Portable Netware server and each user. The Hewlett- Packard network consultant will configure and start the Portable Netware Server and clients for the Town of Los Gatos. The Hewlett- Packard Network Consultant will tune two PC types at the Town of Los Gatos and document procedures for tuning other PCs of the same type. Tuning provides maximum base memory allocation for the Town of Los Gatos user applications. Memory management will be done with standard PC tuning tools. The Hewlett- Packard network consultant will deliver three two hour training sessions to three groups to provide users with information required to connect and use the Portable Netware product as required. One 4 hour Netware Server management session will also be provided. Part Ii: Delivery Schedule The estimated time for this project is two months. Delivery will commence when a purchase order, is received for all or a combination of the part numbers listed below in sections 111. . Part III: Total Price Part Number Description qty Total -Price H2355A Network implementation H2395A HP -UX System Implementation Part IV: Payment Schedule $31,510 $ 6,510 total price $ 38.020 Billing will occur for each portion of the packaged consulting upon final completion of the defined deliverables. This Attachment A ConsultLine agreement is governed by the terms and conditions of the Customer Services Support Agreement, (CSSA), and the exhibit 2W ConsultLine document. Hewlett-Pack? By Name J w: L- �/ , -r— Date 4441'; 2 Title ...% � ,,.,/ rte,,,; To os G tos By (N a NarttB David W. Knapp 2/21/1992 Town Manager � •. i t PltC a• N.t011: 1 CONTRACT 1 m• •1 AND LCCAL GOVERNMENT CUSTOMER, RESPONSIBLE • 1 101 IN • •.• EFFECTIVE DATE OF 9S USED: RATES: 0.000 EVERY M01M, BEGINNING IN MONTH 1 Buyout is 98.80% after month 3 * Buyout is Buyout is 95.97% after month 5 * Buyout is Buyout is 93.10% after month 7 * Buyout is Buyout is 90.20% after month 9 * Buyout is Buyout is 87.26% after month it * Buyout is Buyout is 83.78% after month 13 * Buyout is Buyout is 80.77% after month 15 * Buyout is Buyout is 77.72% after month 17 * Buyout is Buyout is 74.64% after month 19 * Buyout is Buyout is 71.52% after month 21 * Buyout is Buyout is 68.36% after month 23 * Buyout is Buyout is 65.16% after month 25 * Buyout is Buyout is 61.93% after month 27 * Buyout is Buyout is 58.65% after month 29 * Buyout is Buyout is 55.34% after month 31 * Buyout is Buyout is 51.98% after month 33 * Buyout is Buyout is 48.58% after month 35 * Buyout is Buyout is 45.15% after month 37 * Buyout is Buyout is 41.67% after month 39 * Buyout is Buyout is 38.15% after month 41 * Buyout is Buyout is 34.58% after month 43 * Buyout is Buyout is 30.98% after month 45 * Buyout is Buyout is 27.32% after month 47 * Buyout is Buyout is 23.63% after month 49 * Buyout is Buyout is 19.89% after month 51 * Buyout is Buyout is 16.10% after month 53 * Buyout is Buyout is 12.27% after month 55 * Buyout is Buyout is 8.40% after month 57 * Buyout is Buyout is 4.47% after month 59 * Buyout is Buyout is 0.00% after month 61 DOOM". 97.39% after month 4 94.54% after month 6 91.65% after month 8 88.73% after month 10 85.27% after month 12 82.28% after month 14 79.25% after month 16 76.19% after month 18 73.08% after month 20 69.94% after month 22 66.77% after month 24 63.55% after month 26 60.29% after month 28 57.00% after month 30 53.66°% after month 32 50.29% after month 34 46.87% after month 36 43.41°% after month 38 39.91% after month 40 36.37% after month 42 32.78% after month 44 29.16% after month 46 25.48% after month 48 21.77% after month 50 18.00% after month 52 14.20% after month 54 10.34% after month 56 6.44% after month 58 2.49% after month 60 •• 71• 011 •• 1_ • • • y1:�4. /• • 0 • 101 • • •711 11 1 10 THE BUYOUT QUOTED. *THAT RENTS DUE ARE CURRENT. *THE ABOVE PERCENTAGES APPLY TO T[ff AMOUNT FINANCED ONLY AND DO NOT INCLUDE •7► PERCENTAGES INCLUDE PERSONAL • "••OIL AND A ••••10. / 01 L AL PAC K;A STATE /LOCAL GOVERNMENT RIDER Equipment Schedule and Payment Agreement # Master Agreement # The provisions of the aforementioned Agreement notwithstanding, Hewlett- Packard ( "HP ") and Customer mutually agree that:" Customer reasonably believes that funds can be obtained sufficient to pay all monies due during the Agreement Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Agreement Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such por- tion of the budget is not approved. It is Customer's intent to make Agreement Payments for the full Agreement Term if funds are legally available therefor and in that regard Customer represents that the use of the Equipment is essential to its proper, efficient and economic operation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise legally available by any means whatsoever in any fiscal period for Agreement Payments due under this Agree- ment, then the Customer will immediately notify HP or its assigns of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer of any kind whatsoever, except as to the portions of Agreement Payments herein agreed upon for which funds shall have been appropriated and budgeted or otherwise available. In the event of such termination, Customer agrees to peaceably surrender possession of the Equipment to HP or its assigns on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by HP. HP will have all legal and equitable rights and remedies to take posses- sion of the Equipment. Notwithstanding the foregoing, Customer agrees (i) that it will not cancel this Agreement under the provisions of this paragraph if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other Equipment performing functions similar to the Equipment for the fiscal period in which such termina- tion occurs or the next succeeding fiscal period thereafter and (ii) that it will not during the Agreement Term give priority in the applica- tion of funds to any other functionally similar Equipment. This paragraph will not be construed so as to permit Customer to terminate this Agreement in order to acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the same applica- tion for which the Equipment is intended. - :`-CIQ+iE TAX INDEMNITY This Agreement has been entered into on the basis that HP or any Assignee of HP shall claim that the Interest paid hereunder is ex- empt from Federal income tax under Section 103(a)(1) of the Internal Revenue Code of 1954 as amended. Should the United States Government disallow, eliminate, reduce, recapture, or disqualify, in whole or in part, any benefits of such exemption as a result of any acts or omissions by Customer or as a result of the inapplicability of such section at the time this Agreement is entered into because of the status of Customer, Customer shall then indemnify HP by pay- ment, at HP's election, of either: (a) Supplemental Payment to HP during the remaining period of the Agreement Term in an amount necessary to permit HP to receive (on an after tax basis over the full term of the Agreement) the same rate of return that HP would have realized had there not been a loss or disallowance of such benefits, together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance; or (b) A lump sum payable upon demand to HP which shall be equal to the amount necessary to permit HP to receive (on an after tax basis over the full term of the Agreement) the same rate of return that HP would have realized had there not been a loss or disallowance of such benefits together with the amount of any interest or penalty which may be assessed by the governmental authority with respect to such loss or disallowance. AUTHORITY AND AUTHORIZATION Customer represents and warrants that: (i) Customer is a fully con- stituted political subdivision or agency of the state or local govern- mental unit where the Equipment is located; (it) the execution, delivery and performance by the Customer of this Agreement have been duly authorized by all necessary action on the part of Customer; and (iii) this Agreement constitutes a legal, valid and binding obligation of the Customer enforceable in accordance with its terms. Customer agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Agreement in full force and effect, (ii) it has complied with all bidding requirements where necessary and by due notification presented this Agreement for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. [�i•U7dC_F'�9[H�Itf 7f�ii7K7►Yrf3 HP agrees that it shall not and will not sell, discount, factor, hypothecate or otherwise dispose of its interest in the Equipment and /or the above- referenced Equipment Schedule and Payment Agreement. Customer and HP recognize and agree that a portion of the rent here- under is interest based on the total equipment cost as shown on the equipment schedule, and calculated at the rate of seven point z( percent ( 4 --59-2 a/ ) fpeerwann um. / f, LN Unless otherwise specifically acknowledged and agreed to by HP, Customer hereby represents and warrants that it is and will remain the exclusive owner, user and operator of the Equipment covered under this Agreement. Customer hereby acknowledges and agrees that: (a) Pursuant to the requirements of Section 149 (e) of the "Internal Revenue Code of 1986 ", Customer is responsible for preparing, executing and timely filing an "Information Return for Tax - Exempt Governmental Bond Issues" (I.R.S. Form #8038 -G) in connection with this transaction. (b) Custo vill provide HP with a copy of the Form 8038 -G on or before 45 days following the end of the calendar quarter in which this transaction was funded. 1FjC�it9[ i�49E4PDOR7Qi�4i9CtQXD HdXDCX4i9 [DFhC:lh4Rff9PXDfD@�lQ A9dQl Ul OQJd9�5(% tfX9l CbHQ70X` X�7tDCJ6 )OXA(�igfd4XD€�C7N(Yi61fA( IGX9tD UXi( d�( J5X�5X�L �7C X�( 14XX7A7f�X�OGei�F7S�FJ6i1XiiUrM AXXXXXXX X9XX9(XXXAXXXXXXXX)PX%Xi) 1XJtXd M( kDCXDCXVl7 0X040{ �7 BYdQXJ6X17ii�Xdh15 #Xdm(a�W(YriERiiWQiXfX'�Gil Agmixxgm *See below (d) HP will, on a best efforts basis, assist Customer in the prepara- tion and filing of any Form 8038 -G required hereunder. 'if this Rider is used in connection with an Installment Sale Agreement, the term, "HP" shall mean and include the term "Seller" and the term "Customer' shall mean and include the term "Buyer ". If this Rider is used in connection with a Lease Agreement, the term "HP" shall mean and include the term "Lessor ", and the term "Customer" shall mean and include the term "Lessee ". APPROVE AS TO FORM: K ERINE ANDER ON, TOWN ATTORNEY ATTEST MARIAN V. COSGROVE CLERK OF THE TOWN OF LOS GATOS 7. FORM 8038G FILING REQUIREMENTS (c) Should customer fail to properly and timely file a Form 8038G and to provide HP with a copy of the same as provided for above, the interest rate applicable to this transaction shall be increased from % 7.00 per month to %9.50 per month and customer's monthly payment shall be increased accordingly, retroactive to the original Rent Commencement Date under the above Agreement. init. By execution hereof, the signer hereby certifies that he /she has read this Agreement and that he /she is duly authorized to execute this Agreement on behalf of Customer. HEWLETT - PACKARD COM,PA BY: 'A'1 v -G..' NAME/TITLE: JtIdy V8Ide2 DATE: - ?,�,... Sales France Supervisor CUSTOMEw— TOWN, OF LOS GATOS BY: )�)(A) NAMEITITLE: DAVID W KNAPP TOWN MANAGER DATE: i L. HEWLETT FRD /GOV 12 -88 P PACKARO "T T P A 'r ADDITIONAL TERMS TO FINANCING AGREEMENT Equipment Schedule and Payment Agreement ^Y.t N _ MTAENCEMENT DATE The Payment Commencement Date for all Equipment delivered hereun- der shall be the date that delivery and acceptance takes place as defined in the Master Agreement without regard to whether or not delivery and acceptance has taken place for equipment or services and products provided hereunder by any person or entity other than HP. 2. PRCDUCTS ❑ Hardware Lessee acknowledges that it has selected both ______ herein called "Vendor" and the proaucts supplied oy Vendor in me Equipment Schedule. It is the Lessee's sole responsibility to acquire updates or other backup or necessary documentation to Vendor's products. Vendor may impose additional terms and conditions on Lessee which may be more stringent than those imposed in this Agreement. If Lessee should forfeit any rights with Vendor or if Vendor shall terminate any rights granted to Lessee, the payment shall continue uninterrupted to HP. _ EKSoftware Lessee acknowledges that it has selected both PENTAMATI ON SOFTWARE INC. herein called "Vendor" and the products supplied by Vendor in the Equipment Schedule. It is the Lessee's sole responsibility to acquire updates or other backup or necessary documentation to Vendor's products. The Software License Terms shall apply to Vendor's products listed in the Equipment Schedule and any reference in such terms to "HP" or 'Software" shall mean "Vendor" or "Vendor's Products." Vendor may impose additional terms and conditions on Lessee which may be more stringent than those imposed in this Agreement. If Lessee should forfeit any rights with Vendor or if Vendor shall terminate any rights granted to Lessee, the payment shall continue uninterrupted to HP. APPROVED AS TO FORM: K T RINE ANDERTON, TOWN ATTORNEY Master Agreement 3.WARRANTY HP MAKES NO WARRANTY, EXPRESS OR IMPLIED WHATSOEVER WITH RESPECT TO VENDOR'S PRODUCTS, INCLUDING THE CON- DITION OF THE PRODUCT(S). OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AND AS TO HP. LESSEE ACQUIRES THE PRODUCT AS IS PERFORMANCE If any Vendor's product is not properly Installed, does not - oerate as represented or warranted by Vendor or is unsatisfactory for any reason. Lessee shall make any claim on account thereof solely ag , r s! V en,;or nd shall, nevertheless, pay HP all payments due under ms Agreement. Lessee hereby waiving all claims against HP. HE may incivae as a condition of this Agreement that Vendor agree that all warranties, agree- ments and representations, if any, which may be made by Vendor to Lessee or HP may be enforced by Lessee or HP in its own name. 6. TITLE In the event that this transaction is not an Installment Sale and Lessee has acquired title to the products supplied by Vendor, Lessee hereby transfers to HP all of Lessee's right, title and interest in and to Vendor's products. 6. MISCELLANEOUS Lessee understands and agrees that neither Vendor nor any salesman or other agent of Vendor is an agent of HP. No salesman or agent of Vendor is authorized to waive or alter any terms or conditions of this Agreement, and no representations as to the Vendor's products or any other matter by Vendor shall in any way affect Lessee's duty to make payments and perform its other obligations as set forth in this Agreement. In the event that this transaction is intended to bean Installment Sale, the terms "Seller" and "Buyer" are substituted forthe terms "Lessor" and "Lessee ", respec- tively. ATTEST: MARIAN V. COSGROVE CLERK OF THE TOWN OF LOS GATOS. CA. By execution hereof, the signer certifies that s /he has read this Agreement and that s /he is duly authorized to execute this Agreement on behalf of Lessee. LESSOR: HEWLETT - PACKARD COMPANY ( "HP ") BY: C/ /lt-L' iz" NAME;TfTLE: judy-Valdez � DATE Sales Finance Supervisor : r�r "+�� �' J`" �.— LESSEE: TOWN tFILOS GATOS BY: „� W NAME /TITLE„DAVID W. KNAPP, TOWN MANAGER DATE: FRD:'VACATLA 1 X92 FEBRUARY 5, 1992 HEWLETT- PACKARD SALES FINANCE PROPOSAL FOR TOWN OF LOS GATOS 110 E. Main Street Los Gatos, CA 95032 Attn: Brian Jones STATE & LOCAL GOVERNMENT AGREEMENT Items to be financed: Hewlett - Packard Series 837 Business Server with Pentamation Software. HP Hardware: HP Software: Pentamation Software: Subtotal: 8.25% Sales Tax: Installation: HP Consulting: Amount to Finance: Term • Monthly • Monthly • Based o Monthly Monthly Rate Factor Rate Factor 1 7.0% Annua Payment (Mo Payment (Mo (Mo 1) : (Mo 2 -61): L Percentage Rate 1) 2 -61): SUMMARY OF STATE & LOCAL GOVERNMENT AGREEMENT Terms are available from 12 to 60 months. $ 140,821.93 11,429.66 101,310.00 $ 253,561.59 20,918.83 165.00 38,020.00 $ 312,665.42 61 Months 0.000% 2.004% $ 0.00 $ 6,265.82 * This agreement may be structured either of the following ways: 1. Installment - A sale, title passes to the buyer at the time of delivery. 2. Lease - Title passes at $1.00 end -of -term purchase option, and has the same rates and terms as the Installment contract. * Early buy out is permitted at any time during the contract. * Minimum transaction size for co- terminus add -ons is $2,500.00. * All rates are valid for 30 days from Proposal date. Shipment must occur within 180 days of order entry date for rates to remain valid. Rates are subject to final credit approval. * Upgrades are easily financed. STATE AND LOCAL GOVERNMENT TOWN OF LOS GATOS FEBRUARY 5, 1992 PAGE 2 * Personal Property tax is not included in the rate. * Sales tax levied up front as sales tax against the purchase price of the equipment. * HP is able to offer these low interest rates to customers who qualifiy as State /Local Government entities. Filing of an 8038 -G form will be required. * Financed equipment is warranted the same as equipment purchased under any other terms. CANCELLATION OPTIONS State and Local Government Tax Exempt Programs are cancellable at the end of each fiscal year, but only due to funding term- ination. State and Local Government entities may not cancel for convenience. END OF TERM OPTIONS Installment Contract: At the end of the term, the customer owns the equipment. Lease: At the end of the lease term, the customer pays a $1.00 purchase option and takes title to the equipment. Hewlett-Packard Company Neely Sales 351 East E%elvn Aeenue PO Sox 7051 Mountain View, California 94039 -7 05 1 415 694 2000 February 5, 1992 Brian Jones TOWN OF LOS GATOS 110 E. Main Street Los Gatos, CA 95032 th HEWLETT P� PACKARD Reference: Hewlett - Packard State and Local Government Agreement Dear Mr. Jones: Thank you for your interest in Hewlett- Packard equipment and financing programs. Enclosed you will find a complete set of documents for your review and signature. The following is a financial summary of this agreement: HP Hardware: $ 140,821.93 HP Software: 11,429.66 Pentamation Software: 101,310.00 Sub - Total: 253,561.59 8.25% Sales Tax: 20,918.83 Installation: 165.00 HP Consulting: 38,020.00 Total Amount to Finance: $ 312,665.42 Term: 61 Months Rate (Mo 1): 0.000% Rate (Mo 2 -61): 2.004% Monthly Payment (Mo 1): $ 0.00 Monthly Payment (Mo 2-61): $ 6,265.82 I have attached a copy of these documents for your records. Thank you, and if should have any questions, please feel free to contact me at (415) 694 -2007. Sincerely, HEWLETT - PACKARD COMPANY NEELY SALES REGION Fran Edgerley Sales Finance Administrator TC,WN CLERIC R- AGREEMENT TO ACQUIRE AN HP 9000 MODEL 8375 COMPUTER AND LOCAL AREA NETWORK Copy This agreement to acquire an HP 9000 model 837S computer system and Local Area Network entered into this ay of, i i� 992 by and between the Town of Los Gatos, hereinafter referred to as "The Town;' local d at Civic Center 110 East Main Street, Los Gatos, California 95032 and Hewlett- Packard Company, hereinafter referred to as "HP;' located at 3003 Scott Blvd., Santa Clara, California 95054. Whereas, the Town wishes to acquire an HP 9000 model 8375 computer System and Local Area Network, and Whereas, HP desires to supply the Town with an HP 9000 model 837S Computer System, Local Area Network (LAN) and the necessary Consulting and Support Services to successfully implement and maintain the HP 9000 model 837S Computer System and LAN, Therefore, the Town and HP agree as follows: 1. Products The products to be provided under this Agreement are those contained in HP Quotation numbers 2111 -47516 and 3111- 47566, dated February 3, 1992 and attached hereto as Exhibit'A'. The Town shall acquire such Products through an Hewlett - Packard Local Lease Agreement. 2. Delivery The products shown in Exhibit 'A' shall be delivered to: Town of Los Gatos 110 EAST MAIN STREET LOS GATOS, CA. 95032 attn: BRIAN JONES, INFORMATION SYSTEMS phone: (408)354-6831 Products are to be shipped via "Best Way" and should arrive on or about //////// .1992. 3. Implementation HP shall assist the Town in implementing the HP 9000 model 837S computer system and LAN, as specified in the Implementation Support Plan attached hereto and referred to as Exhibit'B'. The charges for such Implementation Assistance shall be those contained the Attachment A to Exhibit 2W attached hereto as Attachment III. 4. Training and Support HP shall provide the hardware support shown in HP Quotation number 34062485, dated January 23, 1992, attached hereto and referred to as Exhibit'C'. The charges for such hardware support shall be invoiced on a monthly basis for the term of this Agreement. The prices shown in HP quotation number 34062485, dated January 23, 1992 are subject to change during the term of this agreement as indicated by the Customer Support Services Agreement (CSSA) attached hereto and referred to as Exhibit 'E'. HP shall provide the software support shown in HP quotation number 1111 -47535 dated January 20, 1992, attached hereto and referred to as Exhibit D. The charges for such software support shall be invoiced on a monthly basis for the term of this Agreement. The prices shown in HP quotation number 1111 -47535 dated January 20, 1992 are subject to change during the term of this Agreement as indicated by the CSSA, Exhibit'E'. HP shall provide the training courses shown in HP quotation number 1111- 47535, dated January 20, 1992 attached hereto as Exhibit'D'. The Town will be invoiced for such training course(s) upon completion of the course(s). Such courses shall be taken by the Town prior to installation of the HP9000 Model 8375 Computer System. 5. Acceptance Testing Acceptance testing for the HP9000 Model 837S Computer System shall consist of a computer self test verifying the proper functioning of the UO, Memory, CPU and various interface components (i.e. printers, DISCS, DAT, Terminals). Such test(s) shall be conducted on -site at the time of installation and are complete upon the appearance of the self-test "green light." The Town shall be deemed to have accepted the hardware upon the successful completion of the Computer Self Test. 6. Problem Resolution Should the Town experience a hardware or software problem during the term of this Agreement, the HP Response Center (HP Successline) should be contacted as specified in Attachment I. The HP Response Center will determine the nature of the problem. Should the Response Center determine there is an HP hardware problem, an HP Customer Engineer will be dispatched per the Town's hardware maintenance contract. Should the determination be software related, the Response Center Engineers may use special diagnostic software to perform remote diagnosis. The Response Center will determine, to the best of their ability, what software is causing the problem (i.e. system software, networking or application software). If the problem is caused by HP software, an attempt will be made to isolate and fix the problem remotely. Should the remote "fix attempt" not be successful, within a reasonable time, On -site Systems Engineer assistance will be dispatched, as needed. Should the Response Center determine there is an application software problem (i.e. Pentamation/Innovus/Informix), the Town will be instructed to contact the appropriate application software supplier for assistance in isolating and resolving the problem. During the Town's interaction with the application software supplier, at the request of the Town, an HP Systems Engineer will be available on a Time and Material basis to provide the coordination necessary to resolve the problem. 7. Bundled Solution Support The Town is acquiring application software from Pentamation located at 225 Marketplace, Bethlehem, Pennsylvania 18018, for use on the HP9000 model 837S computer, (Bundled Solution). Should Pentamation be unable to provide the Town with support, HP will, on a best efforts basis, provide support for the Bundled Solution. The cost for said support services shall be determined at the time such occasion occurs. 8. Term and Termination The term of this Agreement shall be for five (5) years from the effective date of this Agreement. Termination for support services shall be as specified in Exhibit'E'. 9. Terms and Conditions a. The terms and conditions applicable to HP hardware, software and training are those contained herein and in the State of California Agreement Number AIM95, attached hereto as Attachment IV; HP Warranty Installation Terms Form E20, attached hereto as Exhibit Y; and HP Software License Terms Form E30, attached hereto as Exhibit'G'. The terms and conditions of Agreement Number AIM95, are subject to change during the term of this Agreement without notice to the Town. Should the terms and conditions of the State of California Agreement (A1M95) change during the term of this Agreement, the Town shall have the option to review those changes for acceptance prior to placing an order subject to such terms. The following changes are hereby made to Agreement No. A1M95 for the purposes of this Agreement: ai. Wherever the word "State" appears substitute "the Town ". aii. Paragraph 1, substitute "Director of Finance and the Director of General Services" with "Town Manager'. aiii. Delete Sections 7, 8, 9, 10, 11, 16, 38 and 43 in their entirety. aiv. Modify paragraph 34 to read: "This contract shall not be assignable in whole or in part by either party without the prior written consent of the other party. Such consent shall not be unreasonably withheld." ay. Wherever the word "Legislature" appears, substitute the word(s) "Los Gatos Town Council." avi. Delete the words "State's Invitation for Bid and Purchase Order Forms, or Standard Agreement Form" in Paragraph 1 and replace with "Agreement to acquire an HP9000 model 8375 Computer and Local Area Network." avii. Delete all Riders and any reference thereto. b. The terms and conditions applicable to hardware and software support are the Customer Support Services Agreement (CSSA) attached hereto as Exhibit'E', HP Successline Service (Responseline) Support, Exhibit 02A, attached hereto as Attachment I and HP Software Support Services (Teamline Support) Exhibit 28P, attached hereto as Attachment II. In the event of any conflict between Agreement Number AIM95 and Exhibit E, Attachments I and II, the latter shall prevail. C. The terms and conditions applic ble to HP Systems Engineering Services 0& (Implementation4md �- services) are the CSSA, attached hereto as Exhibit'E', and Exhibit 2W, attached hereto as Attachment III. 10. Insurance Public Liability. During the term of this Agreement HP shall maintain in full force and effect a policy of public liability insurance including automobile with minimum coverage as follows: $1,000,000 for injury to one person in any one occurrence; $1,000,000 aggregate; and, $500,000 for property damage liability including automobile. Hewlett- Packard shall cause the Town, to be named on all liability policies described above as additional insured. Workers Compensation. During the term of this Agreement, Hewlett - Packard shall fully comply with the terms of the law of California concerning worker's compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability HP may have for workers compensation. Certificates. HP shall furnish the Town a certificate of insurance completed by HP's insurance carrier or agent, certifying (1) that minimum insurance coverages as required above are in effect, (2) that the Town of Los Gatos, its officers, agents and employees are named as additional insured on the General Liability insurance. HP will promptly provide thirty (30) days written notice to the Town of Los Gatos before cancellation or other material change in coverage. Name and Address of Certificate Holder: Town of Los Gatos, Its Council Members, Boards, Commissions, Employees, and Agents 110 E. Main Street P.O. Box 949 Los Gatos, CA 95031 11. Severability If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement, shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 12. Complete Agreement This Agreement, along with the Attachment(s) hereto, constitute the entire agreement between the parties as to the subject matter hereof and supersedes and replaces all prior or contemporaneous agreement, whether written or oral, regarding such subject matter. No amendment or modification to this agreement shall be valid except if set forth in writing stating that is such an amendment or modification signed by a duly authorized representative of each party. 13. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 14. Central Point of Contact HP will provide the coordination activities indicated in the implementation Gantt chart, dated February 3, 1992 (Exhibit B- Implementation Plan) and also described in Exhibit D- Software Support Quotation and Attachment III (Attachment Al -9000 9375 and Attachment A2 -Open Mail), 15. Notices All notices required or permitted under this Agreement shall be in writing, reference this Agreement and shall be sent to the addresses set forth below: Hewlett - Packard Town of Los Gatos: Debra Wishom OFFICE OF THE TOWN CLERK Contracts Representative TOWN OF LOS GATOS P.O. BOX 949 Hewlett - Packard Company LOS GATOS, CA. 95031 3003 Scott Blvd. Santa Clara, CA 95054 with a copy to: Bill Davis Sales Representative 3003 Scott Blvd. Santa Clara, CA 95054 Mountain View Sales Contracts 351 E. Evelyn Avenue Mountain View, CA 94039 Attn: Fiona d'Marshimum 16. Exhibits The following Exhibits are hereby incorporated into this Agreement and made a part hereof in full force and effect: a. Exhibit A - Hardware and Software b. Exhibit B - Implementation Plan C. Exhibit C - Hardware Support Quotation e. Exhibit D - Software Support and Training Quotations f. Exhibit E - Customer Support Services Agreement (CSSA) g. Exhibit F - Warranty and Installation Terms h. Exhibit G - Software License Terms i. Attachment I - Exhibit 2, HP Successline Service j. Attachment II - Exhibit 28P, HP Software Support Services k. Attachment III - Exhibit 2W, HP Consultline 1. Attachment IV - State of California Agreement Number A1M95 In Witness hereof, the parties have caused this Agreement to be executed by their duly authorized representatives Town of Los ratos ewlett- Packard Company By L. r� L Name: DAVID KNAPP Title: TOWN MANAGER Date: APPROVED AS TO FORM: KAT KRINE ANDERTON, TOWN ATTORNEY A fir• an 1k -• w - .m ATTEST: MARIAN V. COSGROVE CLERK OF THE TOWN OF-LOS GATOS, CA. EXIBIT a (CONT_1INS 2 QUOTES) Qua : Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 1 OF 10 Customer: City of Los Gatos 110 East Main Street Los Gatos, California 95031 HP Contact: Bill Davis Hewlett- Packard Company Neely Sales Region 3003 Scott Boulevard Santa Clara, California 95054 (408) 988 -7031 Terms: Net 30 days, subject to credit approval. All prices are for U.S.A end use only. All prices are firm for 90 days. FOB: Destination Please Submit Purchase Order to: Hewlett- Packard Company 321 E. Evelyr. P.O. Box 7521 Mountain View, CA 94039 -7521 (415) 694-2555 Authorized by: SUSANNE LARSON Quote Coordinator 9320 -5573 O'69, 1 of 22 Qu ; Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 SUMMARY PAGE 2 OF 10 Net Price Monthly Charge Hardware: $103,206.48 Software: $2,926.00 Comprehensive Support: $0.00 Hardware Support: $591.00 Software Support: $0.00 Single Event Support: $165.00 Manuals: $0.00 Other: $0.00 $0.00 $106,297.48 $591.00 The Buyer below agrees to purchase the products and services listed herein and summarized on this page. Buyer: Title: Earliest Acceptable Delivery: Invoice To( *): * Please note if the ship -to address differs from the invoice address. 9320593 17 89; 2of22 HEWLETT r. PACKARO QUOTATION Product Suffix Item Qty Description 0100 1 A1704A 0200 Qu. , Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 Discount 24.00% Net Price HP9000 Model 8375 Business Server. Incl. 16MB memory, 328 MB disk, 2.0 GB DAT, 8 ports, system console, 8 user HP -UX lic., LAN /9000 interface with preload TCP /IP,ARPA,NFS ser., SCSI Cent. Delivery = 8 weeks PAGE 3 OF 10 Unit Extended Price Price 43,000.00 - 10,320.00 32,680.00 1 Option AAH 800.00 Discount 24.00% - 192.00 Net Price 608.00 HP -UX on DDS Tape with System Admin Docs Delivery = 8 weeks 1 Option 506 Discount 24.00% Net Price Increase main memory to 64 Mbytes Delivery = 8 weeks 32,680.00 21,600.00 - 5,184.00 16,416.00 16,416.00 1 Option 007 5,100.00 Discount 24.00% - 1,224.00 Net Price 3,876.00 Increase integrated disk to 1.36 Gbytes Delivery = 8 weeks 1 Option OE1 1,250.00 Discount 24.00% - 300.00 Net Price 950.00 Add Powerfail Battery Back Up Delivery = 8 weeks 1 A1704A 17B 165.00 Site Planning (Environmental Survey) Travel charges excluded. Delivery = 8 weeks 1 2566C 27,554.00 Discount 24.00% - 6,612.96 Net Price 20,941.04 1200 1pm dot matrix line printer. 120VAC 50/60 Hz. Paper out and paper jam ie- tection. HP Roman -8 normal, compressed and double -sized character sets. The power paper stacker is standard. Delivery = 4 weeks 9320 -55'3 i7 89 3 of 22 3,876.00 950.00 165.00 20,941.04 Qu Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 1 Option 049 Discount 24.00% Net Price RS -232 -C Interface. Contains 300 baud to 19.2 kbaud. No interface cable provided. Interface manual included. Delivery = 6 weeks 1 0300 1 40234A Discount 24.00% Net Price Modem cable 25 pins /25 pins for use betwen DTC and devices using pin 23. Delivery = 10 weeks 0400 2 2563C Discount 24.00% Net Price 55dbA 420 1pm dot matrix line printer. Includes a stand, passive paper stacker & sound enclosure. Paper out & paper jam detection, high speed draft, HP Roman -8 normal, compressed & double size. Delivery = 4 weeks 0500 2 Option 049 Discount 24.00% Net Price RS -232 -C Interface. Contains 300 baud to 19.2 kbaud. No interface cable provided. Interface manual included. Delivery = 4 weeks 2 40234A Discount 24.00% Net Price Modem cable 25 pins /25 pins for use betwen DTC and devices using pin 23. Delivery = 10 weeks 1 DELT -2026 Discount 24.00% Net Price Uninterruptable power supply (on -line) serves as power backup for HP computers and workstation servers. Includes power monitoring software for HP workstation (HP-UX Series 300, 400, 8001s). PAD,U.S. Delivery = 2 weeks 532055]3( >'991 4 of 22 PAGE 4 OF 10 Unit Extended Price Price 398.00 -95.52 302.48 75.00 -18.00 57.00 8,717.00 - 2,092.08 6,624.92 207.00 -49.68 157.32 75.00 -18.00 57.00 3,425.00 - 822.00 2,603.00 302.48 &AWiZi] 13,249.84 314.64 114.00 2,603.00 Qua' Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 0700 1 C2462F Discount 24.00% Net Price The Series 6000 Model 1350F is a single - ended, customer installable Mass Storage System with: 1.35 Gbyte disk, auto -rang- ing power supply /cord, expandable mini - tower enclosure, and 0.5 m data cable. Delivery = 10 weeks 1 Option ABA English version of the C2462F owners manual. Delivery = 10 weeks 0800 1 B2436B HP -UX 8.0 User License product for Series 800 systems. Provides licenses and media for desired user levels. Delivery = 6 weeks 1 Option UA7 Discount 24.00% Net Price HP -UX 8.0 32 user license for Series 800 systems. Provides 32 user license certificate. Delivery = 6 weeks 1 Option UB3 Discount 24.00% Net Price HP -UX 8.0 8 user license credit for Series 800 systems. Used when upgrading to higher user level. Delivery = 6 weeks 1 Option AGN HP -UX 8.0 32 user license media specification for Series 800 systems. Delivery = 6 weeks 1 Option AAH Discount 24.00% Net Price Provide HP -UX user media on DAT. Delivery = 6 weeks 93205573 7 89� 5of22 PAGE 5 OF 10 Unit Price 9,375.00 - 2,250.00 7,125.00 0.00 0 re• 7,450.00 - 1,788.00 5,662.00 - 2,450.00 588.00 - 1,862.00 11WIle: 100.00 -24.00 76.00 Extended Price 7,125.00 [KWON 5,662.00 - 1,862.00 11WIT17 76.00 HEWLETT hf PACKARD_ QUOTATION Product Suffix Item Qty Description Qui Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 6 OF 10 Unit Extended Price Price 0900 1 B2437A HP -UX 8.0 Manuals for the HP 9000 Series 800. Delivery = 6 weeks 1 Option OBG Discount 24.00% Net Price HP -UX 8.0 Users Guide docs for Series 800. Delivery = 6 weeks 1000 1 B1900A HP OpenSpool /UX spooling solution for networked and standalone HP -UX environ- ments; HP9000 Series 300/400/600/700 /800 Customer obtains unique license number. Delivery = 5 weeks 1 Option AEL Discount 24.00% Net Price For Tier 2 SPUs, 9000 Model 815, 822, 827, 837 One right to use or one sublicense Delivery = 5 weeks 1 Option AAH Software on DAT Delivery = 5 weeks 1 Option ABA U.S. - English Version Delivery = 5 weeks 1100 1 B2660A HP GlancePlus /UX software for S800/600 systems running HP -UX 8.0. For HP -UX 7.0 version, order B1790A. Orders with media option must also include license option. Delivery = 6 weeks 93205573 (7 89) 6 of 22 0.00 155.00 -37.20 117.80 0.00 2,700.00 -648.00 2,052.00 [swell] 0.00 0.00 [•a•I•] 117.80 2,052.00 0.00 • •• Q/ HEWLETT "P PA C KA R ® Qu � Number: 3111 -47566 - -- —.— City of Los Gatos QUOTATION Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 7 OF 10 Product Suffix Unit Extended Item Qty Description Price Price 1 Option AEL 800.00 Discount 24.00% - 192.00 Net Price 608.00 608.00 ( If ordered before MAR 1, 1992, extended price will be $570.00 ) For Tier 2 SPUs, 9000 Model 815, 822, 827, 837 One right to use or one sublicense Delivery = 6 weeks 1 Option AAH 195.00 Discount 24.00% -46.80 Net Price 148.20 148.20 Media for HP GlancePlus /UX software for S8OO/600 running HP -UX 8.0 or later. Media is DAT tape (DDS format) Delivery = 6 weeks 1200 1 K2296 83.00 Discount 24.00% -19.92 Net Price 63.08 63.08 SCSI 2 high density thumbscrew connec- tion to SCSI 1 low density bail connec- tion 3' cable. Delivery = 2 weeks 1300 1 K2291 40.00 Discount 24.00% -9.60 Net Price 30.40 30.40 SCSI Terminator Low Density with Bail Connection. Delivery = 4 weeks * ** GROSS AMOUNT: $139,813.00 * ** LESS DISCOUNT: - $33,515.52 * ** GRAND TOTAL: $106,297.48 ( If ordered before MAR 1, 1992, grand total will be $106,259.48 ) The discounts offered are available to all departments, agencies, municipali- ties and political subdivisions of the 9320 5573 O 09i 7 of?2 kp' HEWLETT r�A C KA R ® Qu � Number: 3111-47566 e� - — City of Los Gatos QUOTATION Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 Product Suffix Item Qty Description State of California. Public education institutions are specifically excluded. Terms and conditions of PURCHASE AGREE- MENT NUMBER A1M95 are the sole terms applicable to the items quoted herein. In order to receive the price quoted, a certification of eligibility may be re- quired when submitting a purchase order. Please reference the PURCHASE AGREEMENT NUMBER A1M95 and the quotation number on your purchase order. 9320 -5573 7 39, 8 of 22 PAGE 8 OF 10 Unit Extended Price Price Qu � Number: 3111 -47566 City of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 9 OF 10 02A HP SuccessLine Priority Support Includes all features of HP SuccessLine support with HP's best possible response (no more than 4 hours within 100 mis) for calls received 8 am to 5 pm 02A SUPPORTED ITEMS: MONTHLY CHARGE AMOUNTS Description/ Std Unit Options Extended Item Product qty Charge Charge Ref Charge 0100 HP 9000 Model 8375 Business Server A1704A 1 183.00 0.00 A 183.00 DDS Cartridge Option AAH 1 i 0.00 0.00 A 0.00 Increase main memory to 64 Mbytes Option 506 1 0.00 0.00 A 0.00 Increase integrated disk to 1.36 Gbytes ! Option 007 1 4.00 0.00 A 4.00 Add Powerfail Battery Back -up System Option OE1 1 0.00 0.00 A 0.00 0200 1200 LPM Dot Matrix Line Printer 2566C 1 246.00 0.00 A 246.00 RS -232 -C Interface Option 049 1 0.00 0.00 A 0.00 0400 420 LPM Dot Matrix Line Printer 2563C 2 67.00 0.00 A 134.00 RS -232 -C Interface Option 049 2 0.00 0.00 A 0.00 0700 Model 1350F Formatted SCSI -2 Disk Drive C2462F 1 24.00 0.00 A 24.00 U.S. - English Localization Option ABA 1 0.00 0.00 A 0.00 PER MONTH TOTAL 02A SUPPORT: 591.00 93205573 17'89; 9 of 22 OPTIONS REFERENCE FOR 02A SUPPORTED ITEMS A: Coverage days:Mon- Fri,excldg.HP Holiday. Coverage hours: 8:00 a.m. to 9:00 p.m. Response Time: 0 -4 hrs. Zone 1: 0 -25 miles. 9320 -55]3 V 89 10 OL 22 Qr e Number: 3111-47566 Ci�y of Los Gatos Quote Date: FEB 5, 1992 Last Revised: 02 -05 -92 11:03 PAGE 10 OF 10 Qu Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 1 OF 12 Customer City of Los Gatos 110 East Main Street Los Gatos, California 95032 Attn: Networking HP Contact: Bill Davis Hewlett- Packard Company Neely Sales Region 3003 Scott Boulevard Santa Clara, California 95054 (408) 988 -7031 Terms: Net 30 days, subject to credit approval. All prices are for U.S.A end use only. All prices are firm for 90 days. Customer Reference: Requote 1111 -37470 FOB: Destination Please Submit Purchase Order to: Hewlett- Packard Company 321 E. Evelyn P.O. Box 7521 Mountain View, CA 94039 -7521 (415) 694 -2555 Authorized by: Diane Young Quote Coordinator 9320 -5573 I7 09': 11 of 22 93205573 (7 39 Qu z Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 SUMMARY PAGE 2 OF 12 Net Price Monthly Charge Hardware: $37,653.45 Software: $8,503.66 Comprehensive Support: $0.00 Hardware Support: $232.00 Software Support: $0.00 Single Event Support: $0.00 Manuals: $0.00 Other: $0.00 $0.00 $46,157.11 $232.00 The Buyer below agrees to purchase the products and services listed herein and summarized on this page. Buyer: - Title: Earliest Acceptable Delivery: Invoice To( *): * Please note if the ship -to address differs from the invoice address. 12 of 22 f QUOTATION Product Suffix Item Qty Description Quc Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 3 OF 12 Unit Extended Price Price 0100 3 28688B 1,895.00 Discount 33.00% - 625.35 Net Price 1,269.65 3,808.95 HP 28688E EtherTwist Hub Plus is a 12- port multiport repeater for use with 10 Mbps twisted -pair networks (TYPE lOBASE- T). The Hub Plus includes hardware to support HP OpenView Hub Manager. Delivery = 2 weeks 0200 3 28638A 99.00 Discount 33.00% -32.67 Net Price 66.33 198.99 The HP 28638A Modular Adapter for use with the HP 28684A and 28688A EtherTwist Hub provides 12 modular jack connections to the 50pin connector on a hub. Delivery = 2 weeks 0300 2 28674A 3,999.00 Discount 33.00% - 1,319.67 Net Price 2,679.33 5,358.66 HP Remote Bridge Connects one local and remote 802.3 /Ethernet LAN. BNC /AUI interface for local & V.35 56DDS, 64kbs, T -1 and 2.048kbs speeds are supported. Delivery = 2 weeks 0400 2 CODX -3500 750.00 Discount 24.00% - 180.00 Net Price 570.00 1,140.00 DSU /CSU transmits data via DDS at up to 56KBPS, ASYNC /SYNC. Works with HP Remote Bridge (HP28674A), HP Router, HP 2335A MUX. Need to order cable (CODX- 77999, CODX- 48253). PAD discount. U.S. only. Delivery = 7 weeks 0500 1 28641B 239.00 Discount 33.00% -78.87 Net Price 160.13 160.13 HP 28641B ThinLAN transceiver is an IEEE 802.3 10BASE -T Transceiver. Delivery = 2 weeks 0600 3 92227A 25.00 75.00 Thin LAN Coaxial Cable with connectors attached. 1 meter in length. Delivery = 2 weeks 93208573 (7 '99) 13 of 22 r Qua Number: 2111 -47516 Cit, of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 9320 5573 S7 89, 14 of 22 PAGE 4 OF 12 Product Suffix Unit Extended Item Qty Description Price Price 0700 3 92227E 27.00 81.00 ThinLAN Coaxial Cable with connectors attached. 2 meters in length. Delivery = 2 weeks 0800 6 92227N 27.50 165.00 T- connector with insulating cover for ThinLAN networks. Delivery = 6 weeks 0900 1 92227P 23.00 23.00 Pair of BNC terminators (no ground wire) for ThinLAN networks. Delivery = 2 weeks 1000 1 28653C 1,999.00 Discount 33.00% - 659.67 Net Price 1,339.33 1,339.33 HP 286530 Openview bridge Manager cen- trally monitors and controls the 28673A and 28674A bridges ONLY. This SNMP based application runs on most PC -DOS worksta- tions configured with Windows 3.0. Delivery = 2 weeks 1100 1 28686C 1,499.00 Discount 33.00% - 494.67 Net Price 1,004.33 1,004.33 HP 28686C OpenView Hub Manager is a software package for use on a PC DOS platform to control and monitor the HP Ethertwist Hub Plus. Includes HP Open - View Hub Manager and HP OpenView Windows Delivery = 2 weeks * ** SUBTOTAL: $13,354.39 9320 5573 S7 89, 14 of 22 A 0 A Quo Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 Product Suffix Item Qty Description CIVIC CENTER 1200 1 2340A Discount 24.00% Net Price 16 ports datacomm & terminal controller. Must order one of following options: 640, 641, 642, 840, 841, 842. No more than one of these options can be ordered Delivery = 5 weeks 1 Option 642 Discount 24.00% Net Price Thinlan configuration (BNC -T connector provided) + 6 modem ports. Delivery = 5 weeks * ** SUBTOTAL: CORPORATION YARD 1300 1 28688B Discount 33.00% Net Price HP 28688B EtherTwist Hub Plus is a 12- port multiport repeater for use with 10 Mbps twisted -pair networks (TYPE 10BASE- T). The Hub Plus includes hardware to support HP OpenView Hub Manager. Delivery = 2 weeks 1400 1 2340A Discount 24.00% Net Price 16 ports datacomm & terminal controller. Must order one of following options: 640, 641, 642, 840, 841, 842. No more than one of these options can be ordered Delivery = 5 weeks 1 Option 642 Discount 24.00% Net Price Thinlan configuration (BNC -T connector provided) + 6 modem ports. Delivery = 5 weeks 93205573 !7 89, 15 of 22 PAGE 5 OF 12 Unit Price 2,020.00 - 484.80 1,535.20 1,920.00 - 460.80 1,459.20 1,895.00 - 625.35 1,269.65 2,020.00 - 484.80 1,535.20 1,920.00 - 460.80 1,459.20 Extended Price 1,535.20 1,459.20 $2,994.40 1,269.65 1,535.20 1,459.20 !! • MIA V M IMUSAM Quc Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 6 OF 12 j Product Suffix Unit Extended Item Qty Description Price Price 1500 1 28674A 3,999.00 Discount 33.00°% - 1,319.67 Net Price 2,679.33 2,679.33 HP Remote Bridge Connects one local and remote 802.3 /Ethernet LAN. BNC /AUI interface for local & V.35 56DDS, 64kbs, T -1 and 2.048kbs speeds are supported. jDelivery = 2 weeks 1600 1 CODX -3500 750.00 Discount 24.00% - 180.00 Net Price 570.00 570.00 DSU /CSU transmits data via DDS at up to 56KBPS, ASYNC /SYNC. Works with HP Remote Bridge (HP28674A), HP Router, HP 2335A MUX. Need to order cable (CODX- 77999, CODX- 48253). PAD discount. U.S. only. Delivery = 7 weeks 1700 2 92227A 25.00 50.00 ThinLAN Coaxial Cable with connectors attached. 1 meter in length. Delivery = 2 weeks 1800 2 92227N 27.50 55.00 T- connector with insulating cover for ThinLAN networks. Delivery = 6 weeks 1900 2 92227P 23.00 46.00 Pair of BNC terminators (no ground wire) for ThinLAN networks. Delivery = 2 weeks * ** SUBTOTAL: $7,664.38 9320551317'69; 16 of 22 LL HEWLETT E PACKARD QUOTATION Product Suffix Item Qty Description 2000 P.FwlIC 2200 2300 NEIGHBORHOOD CENTER 1 28688B Quc Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 Discount 33.00% Net Price HP 28688B EtherTwist Hub Plus is a 12- port multiport repeater for use with 10 Mbps twisted -pair networks (TYPE 10BASE- T). The Hub Plus includes hardware to support HP OpenView Hub Manager. Delivery = 2 weeks 1 2340A Discount 24.00% Net Price 16 ports datacomm & terminal controller. Must order one of following options: 640, 641, 642, 840, 841, 842. No more than one of these options can be ordered Delivery = 5 weeks 1 Option 642 Discount 24.00% Net Price Thinlan configuration (BNC -T connector provided) + 6 modem ports. Delivery = 5 weeks 1 28674A Discount 33.00% Net Price HP Remote Bridge Connects one local and remote 802.3 /Ethernet LAN. BNC /AUI interface for local & V.35 56DDS, 64kbs, T -1 and 2.O48kbs speeds are supported. Delivery = 2 weeks 1 CODX -3500 Discount 24.00% Net Price DSU /CSU transmits data via DDS at up to 56KBPS, ASYNC /SYNC. Works with HP Remote Bridge (HP28674A), HP Router, HP 2335A MUX. Need to order cable (CODX- 77999, CODX- 48253). PAD discount. U.S. only. Delivery = 7 weeks 9320 -55]3 n 89 , 17 of 22 PAGE 7 OF 12 Unit Price 1,895.00 - 625.35 1,269.65 2,020.00 - 484.80 1,535.20 1,920.00 - 460.80 1,459.20 3,999.00 - 1,319.67 2,679.33 750.00 - 180.00 570.00 Extended Price 1,269.65 1,535.20 1,459.20 2,679.33 570.00 Qu( Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 8 OF 12 Product Suffix Unit Extended Item Qty Description Price Price 2400 2 92227A 25.00 50.00 ThinLAN Coaxial Cable with connectors attached. 1 meter in length. Delivery = 2 weeks 2500 2 92227N 27.50 55.00 T- connector with insulating cover for ThinLAN networks. Delivery = 6 weeks 2600 2 92227P 23.00 46.00 Pair of BNC terminators (no ground wire) for ThinLAN networks. Delivery = 2 weeks * ** SUBTOTAL: $7,664.38 COMPUTER ROOM 2700 1 2340A 2,020.00 Discount 24.00% -484.80 Net Price 1,535.20 1,535.20 16 ports datacomm & terminal controller. Must order one of following options: 640, 641, 642, 840, 841, 842. No more than one of these options can be ordered Delivery = 5 weeks 1 Option 642 1,920.00 Discount 24.00% - 460.80 Net Price 1,459.20 1,459.20 Thinlan configuration (BNC -T connector provided) + 6 modem ports. Delivery = 5 weeks * ** SUBTOTAL: $2,994.40 2800 1 D1823A 0.00 0.00 HP ARPA Services 2.1 /Novell Customer must order at least one option. Delivery = 6 weeks 9320- 5573f789, 18 of 22 i Product Suffix Item Qty Description 2900 3000 1 Option 004 Qu ! Number: 2111 -47516 Cit1 of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 9 OF 12 Unit Extended Price Price Discount 33.00% Net Price Right to Copy HP ARPA Services 2.1/ Novell software for 32 additional users; Quantity 1 = Right to Copy Certificate. Delivery = 6 weeks 1 Option 003 Discount 33.00% Net Price Right to Copy HP ARPA Services 2.1/ Novell software for 8 additional users; Quantity 1 = 8 Right to Copy Certificate Delivery = 6 weeks 1 J212OA Discount 24.00% Net Price The HP OpenView Entry Level DTX Mgr /UX runs on HP9000 5800. It will download, config. and troubleshoot DTCs in a UN *X environment. Based on standards, it uses TCP /IP, SAM Menus and cmd line diagnos Delivery = 6 weeks 1 Option AAH The HP OpenView Entry Level DTC Mgr /UX runs on HP9000 S8OO. It will download, config. and troubleshoot DTCs in a UN *X environment. Software media on DDS cartridge. Delivery = 6 weeks &WVIFH Discount 33.00% Net Price The HP 27267A is a bundle of 6 Ether - twist PC Links with one set of SW and documentation.These products are network interface cards for AT type PC's used in twisted -pair network. Delivery = 2 weeks 9320 -5593 (7'89' 19 of 22 6,400.00 - 2,112.00 4,288.00 2,000.00 - 660.00 1,340.00 700.00 - 168.00 532.00 0.00 1,470.00 - 485.10 984.90 4,288.00 1,340.00 532.00 0.00 4,924.50 * ** GROSS AMOUNT: $65,959.00 * ** LESS DISCOUNT: - $19,801.89 * ** GRAND TOTAL: $46,157.11 The discounts offered are available to all departments, agencies, municipali- ties and political subdivisions of the State of California. Public education institutions are specifically excluded. Terms and conditions of PURCHASE AGREE- MENT NUMBER A1M95 are the sole terms applicable to the items quoted herein. In order to receive the price quoted, a certification of eligibility may be re- quired when submitting a purchase order. Please reference the PURCHASE AGREEMENT NUMBER A1M95 and the quotation number on your purchase order. 9020 -553 17 09: 20 of 22 HEWLETT [hpj a n C V A R D Number: 2111 -47516 City of Los Gatos QUOTATION Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 10 OF 12 i Product Suffix Unit Extended Item Qty Description Price Price 3100 2 27245A 299.00 Discount 33.00% -98.67 Net Price 200.33 400.66 The HP 27245A Ethertwist PC link is a network interface card for AT type PC's used in 1OMbps twisted -pair networks (Type 10BASE -T). Delivery = 2 weeks * ** SUBTOTAL: $11,485.16 * ** GROSS AMOUNT: $65,959.00 * ** LESS DISCOUNT: - $19,801.89 * ** GRAND TOTAL: $46,157.11 The discounts offered are available to all departments, agencies, municipali- ties and political subdivisions of the State of California. Public education institutions are specifically excluded. Terms and conditions of PURCHASE AGREE- MENT NUMBER A1M95 are the sole terms applicable to the items quoted herein. In order to receive the price quoted, a certification of eligibility may be re- quired when submitting a purchase order. Please reference the PURCHASE AGREEMENT NUMBER A1M95 and the quotation number on your purchase order. 9020 -553 17 09: 20 of 22 i Quc Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02-03 -92 16:31 PAGE 11 OF 12 02A HP SuccessLine Priority Support Includes all features of HP SuccessLine support with HP's best possible response (no more than 4 hours within 100 mis) for calls received 8 am to 5 pm 02A SUPPORTED ITEMS: MONTHLY CHARGE AMOUNTS Description/ Std Unit Options Extended Item Product Qty Charge Charge Ref Charge 0100 EtherTwist Hub Plus 28688B 3 8.00 0.00 A 24.00 0300 HP Remote Ethernet Bridge 28674A 2 21.00 0.00 A 42.00 0500 HP 28641B ThinLAN Transceiver 28641B 1 0.00 0.00 A 0.00 1200 DTC16 Datacomm. 2340A 1 27.00 0.00 A 27.00 Thinlan -6 modem. Option 642 1 0.00 0.00 A 0.00 1300 EtherTwist Hub Plus 28688B 1 8.00 0.00 A 8.00 1400 DTC16 Datacomm. 2340A 1 27.00 0.00 A 27.00 Thinlan -6 modem. Option 642 1 0.00 0.00 A 0.00 1500 HP Remote Ethernet Bridge 28674A 1 21.00 0.00 A 21.00 2000 EtherTwist Hub Plus 28688B 1 8.00 0.00 A 8.00 2100 DTC16 Datacomm. 2340A 1 27.00 0.00 A 27.00 Thinlan -6 modem. Option 642 1 0.00 0.00 A 0.00 93205593 ;7'89 21 of 22 r 02A SUPPORTED ITEMS: Description/ Item Product 2200 HP Remote Ethernet Bridge 28674A 2700 DTC16 Datacomm. 2340A Thinlan -6 modem. Option 642 3000 Ethertwist PC Link 6 Pack 27267A 3100 Ethertwist PC Link 27245A PER MONTH TOTAL 02A SUPPORT: Qua Number: 2111 -47516 City of Los Gatos Quote Date: FEB 3, 1992 Last Revised: 02 -03 -92 16:31 PAGE 12 OF 12 MONTHLY CHARGE AMOUNTS Std Unit Options Extended Qty Charge Charge Ref Charge 1 21.00 0.00 A 21.00 1 27.00 0.00 A 27.00 1 0.00 0.00 A 0.00 5 0.00 0.00 A 0.00 2 0.00 0.00 A 0.00 232.00 OPTIONS REFERENCE FOR 02A SUPPORTED ITEMS A: Coverage days:Mon- Fri,excldg.HP Holiday. Coverage hours: 8:00 a.m. to 9:00 p.m. Response Time: 0 -4 hrs. Zone 1: 0 -25 miles. 9320 -5931] 99; 22 of 22 FE2 8 '92 14:v08/ FROM HR MT UIEW SALES w 0 A w Ay ip ,p w 0 A w w W N W W ...< ......t O O O O 0 O O O O O O O O d O C n w m p, m m '3 K m Qw �t ft Y N N N N Y O W O O O W W i a o o a o 0 0 0 0 o a o a a o 0 I®l ...... is .. < . m N O Y r3 . I`' :j O O d O O O O O N W O W O W Y W Ui Y O Y O O O O O O N O i FAGE.002 .... ..._..__............................. ......................... ...._ ... _ ,......... ... ........ ,...,.. .. 1_...._. tD .......... ., ..._ ....... ...........:.......: ...< ......t ..... ..i. .. ,. p n m Z r• w "C r• O M M r• r• n w m p, m m '3 K m Qw �t ft (7 O �4 (•t (D rt rt w A, rt w 0, E i w x' O• N a K w ro M o 0 I®l ...... is .. < . m N O Y r3 . I`' :j H h r• O 0 I+ w ,W �. _ .. ID x rn rt o w § QOi m m m (D m (D n .,........ ..... ............ `ern�'' N ¢+ Js ....... ... ..,.. ...; ..t ........, ..... ... � W P- tj' H ,P VI Ct 'C1 0 y N 10 � h• F......... £ K "J (D •J' O w m m w Ut O y o, H. fi' (D T N O O (D 7 _...L .:......._ .. .. :..... . _. ...... _..._..... r- rt C b ro m M :s rt O 4 (D � r- m n r• r• rF P. (D r• N• m N• a i m (D o (:.7 (D Z O O z rt t-h (t E rt 'g w 4 w (D O A) 'C N n N. 10 z V N 0 & (D 0 £ 4 0) (D r• o r• R £ r• M m w O 5 Q7 O w J O P. R+ (D w ft a m m � .... ..._..__............................. ......................... ...._ ... _ ,......... ... ........ ,...,.. .. 1_...._. tD .......... ., ..._ ....... ...........:.......: ...< ......t ..... ..i. .. ,. N ........:.. .. .: ...... ... ;.... by W Qw ... .. to ..._ _, w c rn w m a .... w ..._ . . .. .., I®l ...... is .. < . N O . I`' ro r w I+ w �. _ .. ID rn .a o QOi Y m N .,........ ..... ............ � N ¢+ Js ....... ... ..,.. ...; ..t ........, ..... ... � W l.. ,P K _... .. .._ :... .... .... ........ ...i ....._,,.... .::. _. ... ... _ C� co F......... _... _ ._.« .....a . ... ..... .. ........... - _[ ..... .. ...... ... .h Ut ..... .._._.... ..; .. .. ........ ._.... ..... '.... ... ....__ _ . _:...... .... .. T N Ja N ..... .... D..... ......... ................ _. _...L .:......._ .. .. :..... . _. ...... _..._..... N Sa Lp �2 O 0 � z � d H H LTJ C ct •• H O t+7 $ o •• z \ a o W w C7 N \ G7 tj N � H 0 to iQ H H t'S O .T' Cd 0 H rCD J JG lY JO Ej w 4 n I—It VI'I ttY III V I n A '�HLtb H N rt !i o :3 rh H tr N R H N ct H tr N rt H p Vl rt PH[aE IJw W •b �• U1 Ul 4n Ul a a zs Cw a a w a a a a p o O O O O O O O O O P O O O O N r a trtD N G. r• O B 0 'O 0 10 sy W n rt (D R O N H, � n @ C N N N W N N N w w W W N W N N N @ .z @ O O O O P O O o p o 4 o O O O O rt @ rr @ n o n x G a 10 @ ED In a (+ rt N }•+ O W N F-' O Ut ____.. .. ......... N N 1-• ....... rb a hj R In o �•» @ C r• r �-( Ej w 4 n w 4 n H tr U1 rt N• tr N rt N (D rt G H tr N R H N rt !i o :3 rh H tr N R H N ct H tr N rt H p Vl rt z a Ei @ w �• ro a a a a a zs Cw a a w a a a a k (nD 'xtl x E x E £ x n ❑ m @ a+ @ -3 P of o o r a trtD N G. r• O B 0 'O 0 10 sy W n rt (D R O N H, � n @ C @ K m p N C 1Nt fi W a+ N a 1—• sn a H @ 0 rt It n h' 0 h @ .z @ N D) r• W @ a (9 H N E a tr' 10 rt N R N R R rt ro o (D n rt @ rr @ n o n x G a 10 @ ED In a (+ rt N @ n q NW va m ..... ...... ____.. .. ......... ......... ....... .... __ .,. W !�y 10 10 N .,.. ._.. W ON W .. tl P .,... ...... . , .p... ........... _e ........ . ........... ..,.... ... ....,.. ....... .. .. ... W W N N N co W s w w r w O .... �. .. ................... ....... . ....... i ...... ... ...... ........ _ ........ L. ...... t.... ......... ........' ... .. ...,....... ❑.. .. ....._t. .,. W W b ® W N I•' N . co � LP? N W N N . co F° V A ...... .....e :.. ...... .......... ..... O .. ...... i.... . ,',._ ___ .:....... ........ .. ...... ... .�_.. .... ..:...... ...... .... i ..:.. .. ........... .......... _.. 6....... .......... ...I.,. ......... ....... ,.. ..... ......... .,. .. ac7� co v. ....... .. . . . ......... .............. • ... ..,..... .......... .. ;........ _1... ........ ......, ... ... 6� •P A N N FEB 3 '92 14:09 FROM HP MT VIEW SHLES PRGE .:004 p O O p a p to O In O In o In O to O u O In O 'P O .P O A O .0 O Z N N N O O p w W O O W p O O p O CI b P 0D O O 6� O O U� O O O O O to O O O 61 O tr O P O W FEB 3 '92 14:09 FFOM HP MT VIEW SALES O G tL " rS U r r• ro rr Pr F� r• N• �• n n m IE' 0 n r 5 N �o O � N a ct M O rt rF N Mf M r r w w f1 (+ F n O M A. r ro F+• N C1' k 1 d PAGE.005 __..........._.........._. i,..... ..,..._i ....................... a O O o O w N h W W N O O O O O O O Y O U1 O O PAGE.005 .................. __..........._.........._. i,..... ..,..._i ....................... a a ro ro w N W d m a n ;..... rn .......... i ....... ....... .............. ,..... ..`........,....;.......... W ... i............_i. _....,,.,..i; ......... w ........... i_ ............ ....... ......:....... .......i....................... p,,.... .............. b........ ....l..... ...... _i............. .P � r •o � �b Q a w ran p, w .................. __..........._.........._. i,..... ..,..._i ....................... 0 i_ W ........... ............_......... w N W ;..... rn .......... i ....... ....... .............. ,..... ..`........,....;.......... W ... i............_i. _....,,.,..i; ......... w ........... i_ ............ ....... ......:....... .......i....................... p,,.... .............. b........ ....l..... ...... _i............. .P .... ....... .. ............ ..................... iP �b w U N w � W J N tz r °' .P N Y N co Y W N O N J W 'D>' Y O h3 J N Y co K Y Ut N N N FEB 3 '92 14:10 FPOM HP MT VIEW SAES PHaE. E776 Project Plan Task Description List Town of Los Gatos February 2, 1992 Summary The following list of project tasks is a preliminary list of identified tasks needed to complete the proposed Town of Los Gatos PC to minicomputer network & office integration project. The tasks are numbered by project job number from the Gant chart which appears next to the Calendar bar on the far right of the task. These jobs number are not necessarily in sequential order. Job # Name Descripti m 1 Project Planning Planning necessary for satisfactory completion and agreement of identified tasks & responsibilities. This also includes necessary documentation of the plan. 2 hick -off meeting This will be a technical meeting of technical players involved to identify key people and resolve technical planning issues. 3 Finalize Project Plan This task is the responsibility of HP and the Town in order to reach agreement on a project implementation plan and to schedule stimated dates of implementation. The final plan will be documented by HP. 4 Network Planning begins This identifies the possible date for the planning of network related issues including the physical network and Novell NetWare. 5 Network OS interviews This task is done by the NetWarc specialist interviewing key LG personnel to determine precise network requirements and config- uration parameters for usage and security. 6 Condense Config & DTCTbis task is done by the HP network consultant to reduce the information from the interviews into usable form for the network implementation team. 7 Finalize Physical design This is done by HP to insure a workable Physical network design and to resolve any issues regarding wiring infrastructure, network components or connectivity. 8 System Site Preparation This is done by the HP customer Engineer to insure the site chosen for the HP9000 computer meets environmental specifications. Recommendations for the environment may be made to the Town. 11 Hardware Ships to Town This is the expected arrival date of all HP ordered hardware and software 12 Finalize, review install This will be done to accommodate for last minute changes in design or DEB 92 14:10 FROM HP MT VIEW SALES PAGE.007 timing to insure a smooth implementation of network components. Key persons involved with the project at the Town and HP will be contacted following this step to insure they understand responsibility and timing. 13 Install alternate print wire This will be done by the. Town to prepare an alternate print sharing methodology for selected users while the primary wiring is used for the final network. 14 Test Town wire 1013a5e -TThis is done by Hewlett - Packard to insure the the present wires will work for 1OBue -T or Ethernet connectivity. Some wires may not pass this test and will be identified for the Town of Los Gatos so rework can be done. 15 Order 56kb digital lines This will be done by the Town of Los Gatos for two remote sites. The selected vendor is GTE. 16 Installation of System This Ls the date HP expects to unpack and install the HP 9000 computer. This done not include application software installation. 17 Install 1013ase -T Hubs This includes wall mounting and connecting 10Base -=T hubs to wiring infrastructure- Final workstation wiring may not be completed until later because of wire print sharing requirements. 18 Install Remote LAN links This step included installation and testing of remote LAN links. This step assumes installation of the 56kb digital Imes and is done by Hewlett- Packard. 19 Install Remote Hubs, DTC This step is done by the HP network customer Engineer. All remote devices will be wall mounted in the agreed location. 20 Install, Configure Server This is the step where portable NetWare is installed and configured on the HP 9000 server. 21 Configure DTCs This step is done by HP to configure the required printers on the remote DTCs 22 install & test local client This step is to insure connectivity for one local client prior to moving forward on total implementation to resolve issues before user wire migration. 23 Install & test remote client This step is to insure connectivity for remote clients prior to moving forward on implementation for remote connectivity. 24 Setup PCs This step is to perform physical setup of PC's prior to migration to network. includes installation of network card. 25 Install, configure PC This step is to install and Configure network software including ARPA services and NetWare. The PC will not be started until migration from existing environment can be done successfully. rG=` -:. 1Y. i t rMuff nr I'" v itvj CHLCJ 26 Install Xircom adapters This products must be ordered by the Town of Los Gatos for network connectivity from portable computers. The Xircom adapters can be installed and tested. PaGE.008 28 Migrate workgroup 1 migrating workgroup from eidsting print sharing environment to complete network connectivity. Work groups have not yet been. identified but will be done during finalization of the project plan. 29 Migrate workgroup 2 second workgroup migrated to network connectivity. 30 Migrate workgroup 3 third workgroup migrated to network connectivity. 31 Review HP -UX admin This will be done by the systems consultant and chosen town operations team to insure understanding of important operations concepts. 32 Configure HP -UX tables This is done by the HP systems consultant and includes 40 Los Gatos tunes PCs This is done by the Town of Los Gatos using predefined tuning definitions done by the HP networking technical. consultant. 41 Document network This is done by HP to document all network related configuration parameters for the Town of Los Gatos. configuration and tuning of system parameters. 33 Partition disc and swap This is done by the HP systems consultant and includes c configuration of disc and swap space for the system, 34 Config and test Net link This is done by the HP systems consultant to configure and test the basic system included network services. 35 Config modem and pouts This is done by the HP systems consultant to configure and test devices connected to asynchronous ports em the 14p9000 36 Config printers This is done by the HP systems consultant to configure and test the HP OpenSpool product on the HP 9000. Printers will be connected to local mux ports on the HP9000 computers. 37 Develop backup scripts This is done by the HP systems consultant to develop a backup /Y and recovery plan and includes developing scripts necessary to %S I � perform backups and recovery. 38 Memory tunittgvCs Memory tuning is done to insure that DOS applications can be run b� in new environment with increased TSR programs on the PC fI including NetWarc and HP Arpa Services. 39 Document PC tuning This is done so the Town of Los Gatos can successfully tune present and future PCs that require tuning. Tuning is done using a standard memory management toot for DOS provided by the Town of Los Gatos. 40 Los Gatos tunes PCs This is done by the Town of Los Gatos using predefined tuning definitions done by the HP networking technical. consultant. 41 Document network This is done by HP to document all network related configuration parameters for the Town of Los Gatos. 42 3 2 -hour training scss This is done by the HP network consultant to insure that all Town of Los Gatos personnel understand requirements and usage of the network. Training will cover access to services, elementary config and commands and basic problem solving. 43 NetWare Server Manage This training session will be given to the Town of" Gatos operations team to train them on operation and management of the HP -UX server. NctWarc management issues will be discussed. 44 . NetWarc implementationThis is the tentative completion date of NetWare implementation of both the users and server. This assumes correct implementation and training on the network related products for the 40 Town PCs and portables. 45 OpenMail implementation This is the tentative date for beginning OpenMail implementation at the Town of Los Gatos. 46 Plan E -mail for Town This step includes interviews between a? and the Town to deter - minc E -mail requirements and documentation. 47 OpenMail software inst This is done by HP and includes software installation and config for OpcnMail product. 43 Config of Mail directories This is an additional configuration step required to create E -mail directories and E -mail database on the HP 9000 computers. 49 Testing of E-mail transfer This step is done by HP to test mail transfer between uscrs at the Town of Los Gatos. 5G AdvanceMail config This step is done by HP and includes installation and configuration of AdvanceMail on 32 users PCs. 51 OpenMail admin trainingThis is done by HP to train the Town operations staff on the proper administration tasks and role of administering the OpenMail product. 52 OpeuMail user training This is done by HP to (rain users on the usage and capability of the the HP OpenMail product and HP AdvanceMail product. 53 Opeumail complete This step finalizes the testing and implementation of 14P OpenMail to the satisfaction of the Town of Los Gatos. * TOTAL PAGE . 009 :+ i 1 1 CITY OF LOS GATOS ADMINISTRATOR SYSTEM 110 EAST MAIN STREET LOS GATOS Exhibit C L110 HEWLETT PACKARD CA 95031 Proposal Number 34062485 Dear ADMINISTRATOR SYSTEM Enclosed is a quotation for hardware products. This quotation is subject Customer Support Services Agreement. 37"' - as f n Avenue P.O. Box ;u5, Mountain View, CA 94039 -7051 A, >, 694 L000 January 23, 1992 maintenance for your Hewlett- Packard to tre terms and conditions of your To order the hardware maintenance service detailed in this quotation, please issue a Purchase Order and reference the contents of this agreement as the only applicable terms and conditions of service. Prices quoted herein are firm for 90 days. Your purchase order should also reference your HP proposal number, show the desired coverage and show invoicing instructions. Your purchase order may specify prepayment of service charges to provide price protection for up to a one year period at current prices. This excludes you from any repricing during the prepaid period as provided in the Customer Support Services Agreement. Otherwise, Hewlett- Packard may change prices providing we notify you at least 60 days prior to invoicing at the increased rate. You may prefer to provide an Open -ended Purchase Order to avoid the costs of issuing a new order each time equipment is added, price changes occur or end dates are reached. This type of Order does not have amount and /or date restrictions. You have the right under the Customer Support Services Agreement to terminate your Order by giving HP 30 days written notice, if you wish coverage to cease. If your company does not utilize Purchase Orders, you may sign below which will be accepted by HP as constituting an Open -ended Purchase Order for the HP proposal number enclosed. We would like to take this opportunity to thank you for your business and look forward to providing you with continued support. If you have questions regarding this notice, please do not hesitate to contact me. Sincerely, Debra Stewart Service Support Coordinator (800) 553 -4455 Authorized Signature page 1 of 7 Date Exhibit C QUOTATION for Customer Support Services January 23, 1992 HEWLETT - PACKARD COMPANY page. 2 of 7 Iy-hibit C HEWLETT CUS WMER SUPPORT SERVICES AGREEMENT PACKARD J CITY OF LOS GATOS System Handle: LOS GATOS S1837 Agreement No: 2414111111 Proposal No: 34062485 Control No: Coverage Effective: 02/01/92 ALL PRICES ARE FIRM FOR 90 DAYS Direct Inquiries To: DEBRA STEWART HEWLETT PACKARD COMPANY 321 E. Evelyn Avenue, PO Box 7051 Mountain View, CA 94039 -7051 Debra Stewart (800) 553 -4455 Customer Contact: CITY OF LOS GATOS ADMINISTRATOR SYSTEM 110 EAST MAIN STREET LOS GATOS System Contact: SYSTEM ADMINISTRATOR (408) 988 -7031 Location: CITY OF LOS GATOS 110 EAST MAIN STREET LOS GATOS System Reference: Type COM Model S837 Serial No. S/N NEEDED Comments: CA 95031 CA 95031 CUSTOMER COPY - Retain for your records - - - - - - - - - - - For Internal Use Only - - - - - - - - - - - - Negotiating Office: 2407 Customer Type: T Supplier Office: 2407 Agreement Type: U Sold to Cust. #: 2414010027 Support Order No: Ship to Cust. #: 2414010027 Printed: January 23, 1992 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - page 3 of 7 Continued ... / Exhibit C ----- - - - - -- / HEWLETT CUSTOMER SUPPORT SERVICES AGREEMENT PACKARD / CITY OF LOS GATOS Proposal No: 34062485 System Handle: LOS GATOS S/837 Control No: Agreement No: 2414111111 Coverage Effective: 02/01/92 SUPPORT 02A SUCCESSLINE PRIORITY SUPPORT 02A HP SuccessLine Priority Support Includes all features of HP SuccessLine support with HP's best possible response (no more than 4 hours within 100 mis) for calls received 8 am to 5 pm 02A SUPPORTED ITEMS: MONTHLY CHARGE AMOUNTS Item Description/ Base Options Extended Product No. Serial No. Qty Charge Charge% Ref Charge - -- --- - - - - -- ---- --- --- --- ------ --- --- ----- -- - -- - -- HP 9000 Model 837S Business Server A1704A S/N NEEDED 1 0.00 0.00 HP 9000 Model 837S base SPU A1704X 1 114.00 114.00 16 Mbyte SIMM memory A2231A 1 0.00 0.00 HP 700/92 Terminal - Green Display C1001G S/N NEEDED 1 7.00 7.00 328 Mbyte Single -Ended SCSI Expansion C2471S 1 16.00 16.00 1300 Mbyte SCSI DAT Tape Expansion Kit C2475F 1 46.00 46.00 DDS Cartridge A1704A AAH 1 0.00 0.00 Increase main memory to 64 Mbytes A1704A 506 1 0.00 0.00 16 Mbyte SIMM memory A2231A -1 0.00 0.00 32 Mbyte SIMM memory A2232A 2 0.00 0.00 page 4 of 7 Continued .... / ------------------ Exhibit C /_ HEWLETT CUy �M[R SUPPORT SERVICES AGREEMENT' /_ / / PACKARD CITY OF L03 GATOS Proposal Nn: 34062405 System Handle: LOS GATVS 3/837 Control Nn: Agreement No: 24|411|}11 Coverage Effective: 02/01/92 Item Description/ Base Options Extended ___ -Product _Nn.___ Serial Nn. Qty Charge Churge% Ref ------ ----------- Charge -------- Increase integrated disk to 1.36 Obyieu A1701A 007 1 0.00 0.00 320 Mbyie Single-Ended SCSI Expansion C24713 -1 15.00 -16.00 1.55 Gbyte Single-Ended SCSI Expansion C2474S 1 20.00 20.00 Add Poxerfail Battery Back-up System A1704A 8[1 1 0.00 0.00 2 1200 LPM Doi Matrix Line Printer 2506C 5/N NEEDED 1 246.00 246.00 R5-232-C Interface 2500C 049 1 0.00 0.00 5 420 LPM Dot Matrix Line Printer 2503C S/N NEEDED 1 87.08 67.00 R3-232-C Interface 2553C 049 3/N NEEDED 1 0.00 0.00 4 Model 1350F Formatted SCSI-2 Disk Drive C2462F 3/N NEEDED l 24.00 24.00 5 UP Remote Ethernet Bridge 28574A S/N NEEDED 2 21.00 42.00 S/N NEEDED 0 420 LPM Dot Matrix Line Printer 2563C 3/N M[FD[D 1 87.00 67^00 RS-232-C Interface 2503C 049 1 0.00 0.00 7 HP 288418 ThinL4N Transceiver 288418 S/N NEEDED 1 0.00 0.08 O DTC16 Duturomm. 2340A 1 27.00 27.00 page 5 of 7 Continued .... / Exhibit C / HEWLETT CUF MER SUPPORT SERVICES AGREEMENT' / / /_/ PACKARD / CITY OF LOS GATOS Proposal No: 34062485 System Handle: LOS GATOS S/837 Control No: Agreement No: 2414111111 Coverage Effective: 02/01/92 Item Description/ Base Options Extended Product No. Serial No. Qty Charge Charge%, Ref Charge - -- -- -- - - --- ---- --- --- - -- ------ ----- - - - --- Thinlan -6 modem. 2340A 642 1 9 HP Remote Ethernet Bridge 28674A 2 10 DTC16 Datacomm. 2340A S/N NEEDED 1 Thinlan -6 modem. 2340A 642 1 11 DTC16 Datacomm. 2340A S/N NEEDED 1 Thinlan -6 modem, 2340A 642 1 12 DTC16 Datacomm. 2340A S/N NEEDED 1 Thinlan -6 modem. 2340A 642 1 13 Ethertwist PC Link 6 Pack 27267A 1 EtherTwist PC Link 16 27247A 4 14 EtherTwist PC Link 27245A 2 OPTIONS REFERENCE FOR 02A SUPPORTED ITEMS: Coverage days: Mon- Fri,excldg.HP Holiday. Coverage hours: 8:00 a.m. to 9:00 p.m. Response Time: 0 -4 hrs. Zone 1: 0 -25 miles. 0.00 21.00 27.00 0.00 27.00 0.00 27.00 0.00 0.00 0.00 0.00 0.00 42.00 27.00 0.00 27.00 0.00 27.00 0.00 0.00 0.00 0.00 page 6 of 7 Continued .... / Exhibit C -------------------- HEWLETT CUS,jMER SUPPORT SERVICES AGREEMENT PACKARD / CITY OF LOS GATOS Proposal No: 34062485 System Handle: LOS GATOS S/837 Control No: March 31, 1992 Agreement No: 2414111111 Coverage Effective: 02/01/92 SUMMARY OF CHARGES Coverage Period Starts Coverage Period Ends Charges February 1, 1992 February 29, 1992 783.00 March 1, 1992 March 31, 1992 783.00 April 1, 1992 April 30, 1992 783.00 May 1, 1992 May 31, 1992 783.00 June 1, 1992 June 30, 1992 783.00 July 1, 1992 July 31, 1992 783.00 August 1, 1992 August 31, 1992 783.00 September 1, 1992 September 30, 1992 783.00 October 1, 1992 October 31, 1992 783.00 November 1, 1992 November 30, 1992 783.00 December 1, 1992 December 31, 1992 783.00 January 1, 1993 January 31, 1993 783.00 page 7 of 7 End 39 HEWLETT Exhibit D ACK RD Quote Number: 1111 -47535 City of Los Gatos Quote Date: JAN 20, 1992 Last Revised: 01 -20 -92 16:37 PAGE 1 OF 5 Customer: City of Los Gatos 110 East Main Street Los Gatos, California 95032 SW Training and Support HP Contact: Bill Davis Hewlett - Packard Company Neely Sales Region 3003 Scott Boulevard Santa Clara, California 95054 (408) 988 -7031 Terms: Net 30 days, subject to credit approval. All prices are for U.S.A end use only. All prices are firm for 90 days. Customer Reference: Requote 1111 -37473 FOB: Destination Please Submit Purchase Order to: Hewlett - Packard Company 321 E. Evelyn P.O. Box 7521 Mountain view, CA 94039 -7521 (415) 694 -2555 Authorized by: Diane Young Quote Coordinator page 1 of 5 Exhibit D Quo�e Number: 1111 -47535 City of Los Gatos Quote Date: JAN 20, 1992 Last Revised: 01 -20 -92 16:37 SUMMARY PAGE 2 OF 5 Net Price Monthly Charge Hardware: $0.00 Software: $0.00 Comprehensive Support: $0.00 Hardware Support: $0.00 Software Support: $390.00 Single Event Support: $9,240.00 Manuals: $0.00 Other: $0.00 $0.00 $9,240.00 $390.00 The Buyer below agrees to purchase the products and services listed herein and summarized on this page. Buyer: Title: Earliest Acceptable Delivery: Invoice To( *): * Please note if the ship -to address differs from the invoice address. page 2 of 5 Exhibit D A # Quc,_e Number: 1111 -47535 City of Los Gatos Quote Date: JAN 20, 1992 Last Revised: 01 -20 -92 16:37 PAGE 3 OF 5 Product Suffix Unit Extended Item Qty Description Price Price SUPPORT /TRAINING 0100 2 514345 1,495.00 2,990.00 5 -day course at HP for system administrators and programmers, teaches a thorough introduction to the HP -UX operating system. Targets computer literate professionals. Delivery = TBA 0200 2 514825 1,750.00 3,500.00 5 -day course at HP. Learn how to perform system administration duties on an HP9000 Series 800 system operating HP -UX. Course was updated for HP -UX 8.0 release. Delivery = TBA 0300 2 H2564S 1,375.00 2,750.00 4 -day course at HP teaches network administration with ARPA, NFS, and LAN concepts. Delivery = TBA * ** GROSS AMOUNT: $9,240.00 * ** GRAND TOTAL: $9,240.00 page 3 of 5 Exhibit D Quo- -- Number: 1111 -47535 City of Los Gatos Quote Date: JAN 20, 1992 Last Revised: 01 -20 -92 16:37 The customer support items shown reflect a one (1) month charge. However, it is recommended that software support services be purchased for a twelve (12) month period. The minimum orderable amount of software support is three (3) months. SOFTWARE SUPPORT PRODUCTS: Product Item Qty Description 0400 1 H2011A +H00 HP ResponseLine for Workstations /9000 Provides problem solving assistance, access to HP SupportLine, and the right to use software updates. Must order appropriate processor option. 1 Option OJD HP ResponseLine support option provides access to the HP Response Center for 1 authorized caller and 1 alternate. For processors: 825/832/835/840 /842/845/ 852(8,16)/837(8,16) /827(32 -U) 0500 1 H2070A +S00 HP 9000 Operating System Update materials includes software and paper manual updates. Must order processor and software media option. Can order CD documentation if desired. PAGE 4 OF 5 MONTHLY CHARGE AMOUNTS Unit Extended Price Price 210.00 0.00 1 Option OJD 65.00 HP Support Materials option for OS with Paper Documentation. For processors: 825 /832/835/840/842 /845/852(8,16)/ 837(8,16)/827(32 -U) 1 Option AAH 15.00 DDS Media (832) software media option. 0600 5 H2014A +S00 0.00 HP Software Update Materials for Workstations. Provides update materials for one software product. Requires purchase of HP OS Mtls Wkstn (H2070A +S00 or H2069A +S00). page 4 of 5 oe, 210.00 9E#I8] 65.00 15.00 =CM SOFTWARE SUPPORT PRODUCTS: Product Item Qty Description Exhibit D Quo,,e Number: 1111 -47535 City of Los Gatos Quote Date: JAN 20, 1992 Last Revised: 01 -20 -92 16:37 PAGE 5 OF 5 MONTHLY CHARGE AMOUNTS Unit Extended Price Price 5 Option OJD HP Support Materials option for Software Products. For Processors: 825/832/835/ 840 /842/845/852(8,16) /837(8,16)/ 827(32 -U) TOTAL SOFTWARE SUPPORT: page 5 of 5 20.00 100.00 390.00 Customer Support Exhibit E h HEWLETT P PACKAPD Services Agreement Effective Date: 01 February 1992 Between Hewlett- Packard Company (HP) And City of Los Gatos (Customer) Agreement No. 241411111 1. Provision of Services HP will provide the support services described in the exhibits which are attached or subsequently added to this Agreement in accordance with the terms and conditions contained herein. HP shall perform services in a professional manner and in accordance with generally recognized commercial practices and standards. 2. Orders a. Customer may at any time issue orders for services or add products to be serviced. b. All orders issued under this Agreement will be subject to acceptance by HP. 3. Charges a. The charges specified are those currently in effect and are exclusive of use, sales, value added and similar taxes which will be separately invoiced. b. HP may increase the charges provided that HP notifies Customer in writing of any such increase at least sixty (60) days prior to invoicing at the increased rate. HP may decrease the charges at any time. Support services prices are normally reviewed by HP once or twice a year. c. Customer may prepay services in advance. Prepaid services must have a commencement date coinciding with the ex- piration of warranty. Prepaid services shall not be subject to increases during the prepaid period. If prepaid services are cancelled, Customer will receive a pro rata refund only for unused prepaid services beyond the first three months. d. Charges for services not covered by this Agreement, ser- vices performed outside the specified periods of coverage and commercial travel and per diem expenses not included in the specified coverage will be invoiced separately at HP's standard service rates. page 1 of 3 4. Payment a. Charges for the specified services will be invoiced to Customer in advance. Any other charges will be invoiced as they are incurred. b. Payments will be due within thirty (30) days from the date of the invoices. HP reserves the right to change the credit terms applicable to Customer when in HP 's opinion the financial condition or previous payment record of Customer so warrants. Eligible Products a. Products must be in normal operating condition and at cur- rent specified revision levels in order to be eligible for ser- vices under this Agreement. b. Any work performed by HP to return products to normal operating condition or to bring them to the current revi- sion level prior to including them under this Agreement will be subject to HP's standard service rates. 6. Modifications to Products HP may, at no additional charge, make modifications to the products to improve their operation and /or reliability or to comply with legal requirements. Relocation of Products a. Customer shall be responsible for relocation of Customer's products. Customer must give HP thirty (30) days written notice prior to relocating any products except for personal workstation products relocated within a designated site. Products that are relocated may be subject to additional support charges and modification of response times. b. Products moved to a location within the contiguous United States shall continue to be serviced under this Agreement, subject to Customer agreement to adjusted charges and response times. c Products moved outside the country where initially located may continue to be serviced under this Agreement, at the option of HP, subject to Customer agreement to adjusted charges and response times. Exhibit E 8. Copyrighted Materials HP copyrighted materials (software and printed documentation) may not be copied except for archival purposes, to replace a defective copy or for program error verification, unless otherwise agreed to in writing by HP. 9. Warranty a. Replacement parts provided to maintain hardware products serviced hereunder and software media provided as part of HP software support services hereunder are warranted against defects in materials and workmanship. If HP receives notice of defective replacement parts or software media during the term of this Agreement, HP will replace the defective part or media. b. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECI- FICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTIC- ULAR PURPOSE. 10. Remedies and Liability a. For any breach of this Agreement by HP Customer's remedy shall be limited to refund of support charges paid by Customer during the period of breach up to a maximum of twelve (12) months support charges for the products at issue, provided, however, that HP will not be liable for failure or delays in the performance of its obligations hereunder due to causes beyond its control. b. HP will be liable for damage to property directly caused by HP's sole negligence provided that HP's total liability does not exceed the greater of $50,000 or the purchase price of the specific product being serviced that caused the damage. c. THE REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS PROVIDED IN SECTION 10.b., IN NO EVENT SHALL HP OR ITS SUBCONTRACTORS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), HOWEVER BASED. 11. Limitations of Service a. Services are provided for qualified devices. Products not supplied or not qualified by HP and products for which Customer does not allow HP to incorporate engineering improvements will be considered nonqualified devices. Customer is responsible for removing nonqualified devices to allow HP to service the qualified devices. If performance of services is made more difficult or impaired because of a nonqualified device, HP will charge Customer for the increased efforts at HP's standard service rates. b. Services do not include repairs to products caused by: 1) use of non -HP media, supplies and consumables or such items not designed for use with the products serviced under this Agreement; 2) site conditions that do not conform to HP's specifications, or failures resulting from non- conformance with HP's site specifications such as air conditioning failure or unusual electrical conditions; 3) accident, natural disasters, fire or water damage, neglect, improper use, acts of war, riots, strikes, lightning or electrical disturbances, damage during transportation by Customer, work performed o. modifications made by personnel other than HP employees or subcontractors, or other causes beyond HP's control. If support services are required due to the above causes, HP will provide such services at HP's standard service rates. c. Services do not include electrical work external to the products, refinishing the products or furnishing materials for that purpose, or replacement of operating supplies and consumables. 12. Customer's Responsibilities a. Customer will provide HP service personnel with operating supplies and consumables such as paper, magnetic tapes, ribbons, cards, format tapes, disc cartridges, and such similar items as Customer would use during normal operation. b. Customer is responsible for the security of its proprietary and confidential information. c. Customer is responsible for maintaining a procedure external to the products for reconstruction of lost or altered files, data or programs. d. A representative of Customer must be present at Customer's site at all times when services are being performed by HP on site or by telephone. e. Customer must notify HP if any product covered under this Agreement is being used in an environment which poses a potential health hazard to HP personnel. HP may require such products to be maintained by Customer uncle direct HP supervision. 13. Export Regulations Customer will not export or re- export HP products and technical data provided in violation of the applicable export regulations. HP may suspend services under this Agreement if Customer deals with the products and technical data in violation of the applicable export regulations. 14. Term and Termination a. This Agreement will commence on the effective date specified above and end upon termination by either party. + b. Customer may terminate any order issued under this Agreement, delete products serviced, or terminate this Agreement at any time upon thirty (30) days written notice to HP. c HP may terminate this Agreement or the provision of services under any order at any time after the first twelve (12) months upon sixty (60) days written notice to Customer. Sixty days notice is not required and HP may terminate at any time after the effective date of this Agreement if Customer fails to make any payment hereunder when due or fails to perform or observe any other condition of this or any other agreement with HP. d. The minimum term of any order is twelve (12) full months unless otherwise agreed, and all orders will continue until terminated by either party under the provisions hereof. e. HP intends to offer support services for as long as feasible Support will always be available for HP products covere under this Agreement for a minimum of five (s) years beyond the date of the last regular production of a product with the same model number. For many products support will be available for ten (10) years. page 2 of 3 Exhibit E 15. Order of Precedence This Agreement and any attachments hereto take precedence over Customer's additional or different terms and conditions and constitute the entire understanding between the parties relating to transactions hereunder. Acceptance by Customer is limited to HP's terms and conditions. Notice of objection is hereby given to Customer's additional or different terms and conditions. Neither HP's commencement nor completion of performance shall be deemed or construed as acceptance of Customer's additional or different terms and conditions. 16. Miscellaneous a. Neither party may assign any rights or obligations under this Agreement without the prior consent of the other. b. Any disputes arising in connection with this Agreement will be governed by and construed in accordance with the laws of the State of California. The courts within the State of California will have jurisdiction. 17. Exhibits a. The exhibits listed below a e attached to and made part of this Agreement.` p Exhibit � Rev. Date r B 7 11/88 CUS ER City of Los Gatos (Authorized Representati ) Typed Name DAVID W. KNAPP Title TOWN MANAGER Date — Address 9Z Address 110 East Main Street Los Gatos, CA 95031 ATTEST: MARIAN V. COSGROVE CLERK OF THE TOWN OF LOS GATOS, CA. page 3 of 3 It. HP may revise exhibits currently in use provided such exhibits are forwarded to Customer at least sixty )60) days prior to their effective dates. c. HP may offer new exhibits by forwarding a copy to Customer. An order to provide any services specified in such new exhibits will constitute acceptance by Customer and such new exhibits will be included in this Agreement. 18. Additional Authorization If an Additional Authorization page is attached, Customer authorizes HP to accept orders directly from the organizations listed under the terms and conditions specified herein. HEWLETT- PACKARD COMPANY Typed Name (Authorized Representative) Debra Stewart Hardware Contract Coordinator Date 23 January 1992 Address 321 East Evenlyn Avenue Mountain View, CA 94041 -9935 HEWLETT P PACKARD�it F HP WARRANTY & INSTALLATION TERMS 1. WARRANTY STATEMENT HP hardware products are warranted against defects in materials and workmanship. If HP receives notice of such defects during the warranty period, HP shall, at its option, either repair or replace hardware products which prove to be defective. Some newly manufactured products may contain selected remanufactured parts equivalent to new in performance. HP software and firmware products which are designated by HP for use with a hardware product, when properly installed on that hardware product, are warranted not to fail to execute their programming instructions due to defects in materials and workmanship. If HP receives notice of such defects during the warranty period, HP shall repair or replace software media and firmware which do not execute their programming instructions due to such defects. HP does not warrant that the operation of the software, firmware or hardware shall be uninterrupted or error free. If HP is unable, within a reasonable time, to repair or replace any product to a condition as warranted, Customer shall be entitled to a refund of the purchase price upon return of the product to HP. a) Duration and Commencement of Warranty Period The warranty period for each product is specified in the table below, depending upon the warranty classification code of the product at time of order. The applicable warranty code shall be specified on the HP Price List. The warranty period begins either on the date of delivery or, where the purchase price includes installation by HP, on the date of installation. If Customer schedules or delays installation more than thirty (30) days after delivery, the warranty period begins on the thirty -first (31st) day from the date of delivery. b) Place of Performance Within HP service travel areas, warranty and installation services for products installed by HP and certain other products designated by HP will be performed at Customer's facility at no charge. Outside HP service travel areas, warranty and installation services will be performed at Customer's facility only upon HP's prior agreement and Customer shall pay HP's round trip travel expenses and applicable additional expenses for such services. On -site warranty services are provided only at the initial installation point. If products eligible for on -site warranty and installation services are moved from the initial installation point, the warranty will remain in effect only if Customer purchases additional inspection or installation services at the new site. For product warranties requiring return to HP, products must be returned to a service facility designated by HP. Portable products (battery powered) and products purchased under HP's international prices can be returned to the closest authorized HP repair depot worldwide, All other products with return to HP warranty must be returned to one of the authorized repair depots within the country of original purchase. Customer shall prepay shipping charges (and shall pay all duty and taxes) for products returned to HP for warranty service. Except for products returned to Customer from another country, HP shall pay for return of products to Customer. Installation and on -site warranty services outside the country of initial purchase are included in HP's product price only if Customer pays HP international prices (defined as destination local currency price or Export price). Service outside the country of initial purchase is subject to the conditions regarding HP service travel areas and initial installation point described above. c) Limitation of Warranty The foregoing warranty shall not apply to defects resulting from: i) Improper or inadequate maintenance by Customer; ii) Customer - supplied software or interfacing; iii) Unauthorized modification or misuse; IV) Operation outside of the environmental specifications for the product; or v) Improper site preparation and maintenance. .� THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. LIMITATION OF REMEDIES AND LIABILITY THE REMEDIES PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. SOFTWARE PRODUCTS MAY HAVE BEEN LICENSED TO HEWLETT - PACKARD BY A THIRD PARTY. THE LIMITATION OF WARRANTY AND EXCLUSIVE REMEDIES PROVISIONS SHALL APPLY TO ANY CLAIM CUSTOMER MAY BRING AGAINST SUCH THIRD PARTY LICENSOR. E20 REVISION 910701 page 1 of 4 PAGE 1 HEWLETT 02 PACKARD Exhibit F HP WARRANTY & INSTALLATION TERMS IN NO EVENT SHALL HP BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. The foregoing limitation of liability shall not apply in the event that any HP product sold hereunder is determined by a court of competent jurisdiction to be defective and to have directly caused bodily injury, death or property damage; provided, that in no event shall HP's liability for property damage exceed the greater of $50,000 or the purchase price of the specific product that caused such damage. 3. WARRANTY AND INSTALLATION CLASSIFICATION CODES HP products receive warranty and installation services as defined in the Warranty and Installation Classification Table below. The classification code for each product is specified in the HP Price List. Terminals, peripherals, accessories and interfaces receive the same service as the systems to which they are connected when: a) The products are purchased with the HP system on a coordinated delivery and are included in the system configuration; or, b) The products are purchased as add -ons to an existing HP system covered by an HP service agreement which is extended to include the add -on products. WARRANTY AND INSTALLATION CLASSIFICATION TABLE WARRANTY WARRANTY CODE PERIOD SERVICE LOCATION SUPPORT LEVEL WARRANTY START INSTALL INCLUDED UPGRADE (4) ELIGIBILITY SA 30 Days HP Standard Bench (3) Delivery NO NO 1P 30 Days HP Replacement Delivery NO NO 2A 90 Days On -site 4 Hour Response Installation YES (1) - 2B 90 Days On -site 4 Hour Response Installation YES - 2C 90 Days On -site 4 Hour Response Delivery NO YES 2D 90 Days On -site Next Day Delivery NO YES 2E 90 Days On-site Next Day Installation YES YES 2F 90 Days On -site Next Day Delivery NO NO 2G 90 Days On -site 4 Hour Response Delivery NO NO 2H 90 Days On -site Next Day Installation YES NO 3A 90 Days HP /Dealer Standard Bench (3) Delivery NO YES 3B 90 Days HP /Dealer Standard Bench (3) Delivery NO NO 3C 90 Days HP Replacement (2) Delivery NO NO 3P 90 Days HP Replacement Delivery NO NO 4A i Year HP /Dealer Standard Bench (3) Delivery NO NO 4B 1 Year HP /Dealer Standard Bench (3) Delivery NO YES 4C 1 Year HP /Dealer Standard Bench (3) Delivery YES NO 5A 1 Year On -site Next Day Installation YES NO SB 1 Year On -site Next Day Installation YES NO 5C 1 Year On -site Next Day Delivery NO NO 5P 1 Year HP Replacement Delivery NO NO 6A 3 Years On -site Next Day Installation NO NO 6B 2 Years HP /Dealer Standard Bench (3) Delivery NO NO 6C 2 Years On -site Next Day Delivery NO NO 6P 2 Years HP Replacement Delivery NO NO 7A 3 Years HP /Dealer Standard Bench (3) Delivery NO NO 8A 5 Years On -site Next Day Delivery NO NO 8B 5 Years HP /Dealer Replacement Delivery NO NO 8C 5 Years HP /Dealer Standard Bench Delivery NO NO 9P Lifetime HP /Dealer Replacement (5) Delivery NO NO 9Y 90 Days HP Replacement (6) Delivery NO NO 92 90 Days HP Replacement (6) Installation NO NO Contact Factory NA Warranty not applicable NOTES: page 2 of 4 E2O REVISION 910701 PAGE 2 HEWLETT Exhibit F VEJ PACKARD HP WARRANTY & INSTALLATION TERMS (1) Site preparation service included with installation. (2) Warranty service is limited to repair or replacement of defective software media or materials only. (3) Standard Bench means repair by HP or a HP dealer at its designated repair center. (4) Upgrade eligibility indicates product warranty and installation coverage is eligible to change to match the warranty coverage of the controlling product when ordered as a component of a system. (5) Parts warranty for an item which is warranted throughout the support life of the product in which it is used. (6) Products manufactured by another company and distributed by Hewlett - Packard are not supported by HP, Support is provided by the original product manufacturer. Software warranty services from HP are limited to replacement of defective software media or materials. Customers should contact and /or register with the product manufacturer to receive any additional warranty and support coverage information that may be available. k. RESPONSE TIME Response time for on -site repair service is as specified in the Response Time Table below, RESPONSE TIME TABLE ZONE NUMBER 1 -3 4 -5 6 Other Distance (Miles /Km) 0 -100 / 0 -160 101 -200 / 161 -320 201 -300 / 321 -480 Classification Codes 2A, 2B & 2C 4 Coverage Hours 8 Coverage Hours 12 Coverage Hours Quote Classification Codes 2D, 2E, 2F 5A, 5B, SC, 6A & 8A Next Coverage Day 2 Coverage Days 3 Coverage Days Quote 5• INSTALLATION SERVICES a) site Preparation and Planning When this service is included, a representative of HP will contact the Customer upon receipt of Customer's purchase order to discuss site preparation requirements. This may be accomplished either during an on -site visit or by telephone, and will encompass technical site planning, preparation and installation requirements relevant to Customer's system. Customer will also receive documentation or information characterizing the physical, electrical and environmental requirements applicable to Customer's system, as well as any other requirements contained in the appropriate HP "Site Preparation Manual" for the system. Further consultation may also be obtained from HP, if necessary. b) Site Survey All installation sites must be approved by HP. Prior to the scheduled delivery of Customer's system, a HP representative will verify that the site has been prepared in conformance with the applicable "Site Preparation Manual" and meets all electrical and environmental requirements contained in that manual. This verification may occur either on -site or by telephone. C) Purchase of Installation Services Standard installation services are included in the price of some system products, as shown in the above table. These services may also be obtained from HP, for additional cost, for products or systems which do not include these services in the purchase price of the product, on a special quotation basis. d) Installation of Systems and Selected Components I) HP shall install Customer's system(s) at a mutually agreed upon time following notification by Customer that the shipment has been delivered to the site and that the site conforms to HP's specifications. ii) HP systems, including all accessories, interfaces, peripherals and terminals ordered with a system on a coordinated delivery and included in HP's configuration guide and located at the system site, shall be installed by HP at no additional charge. page 3 of 4 E20 REVISION 910701 PAGE 3 CHEWLETT Exhibit F PS PACKARD HP WARRANTY & INSTALLATION TERMS e) Software Installation Standard software installation services consist of loading the operating system and utilities included in the operating system software on the system and executing applicable verification tests. Customer installed software shall be so noted in the applicable product data sheets. 6. INSTALLATION RESPONSIBILITIES During system installation, HP will perform the following tasks: a) Supervise uncrating, positioning and racking of the HP products; b) Inventory the shipment against the packing list(s); c) Interconnect the products; d) Check the primary power line voltage; (1) e) Connect line power to products shipped with power cable and connector; f) Execute turn-on procedures; g) Perform electronic and mechanical adjustments; (2) h) Perform any repairs which may be required to make the products operational; I) Execute standard HP diagnostic or verification programs and tests; j) Instruct operator on daily care and proper use of products. During system installation Customer will perform the following tasks: a) Receive, uncrate, rack or move the products; b) Rerack or relocate the products; c) Reconfigure or regenerate software systems; (1) d) Connect line power to products delivered without power cable and connector; e) Install products not supplied by HP; f) Fabricate or pull cables; g) Ensure that site, cable runs and power outlets conform to all local fire and electrical codes; h) Attach wall and ceiling mounts to building structure; i) Reconfigure hardware systems, including recabling or relocation of existing products. All of the above tasks, except d), e) and h), may be performed by HP for an additional charge, resources permitting. NOTES: (1) Due to variations in local electrical codes, many HP products are shipped without power cables and connectors. These products must be connected to power by Customer's electrical contractor who is familiar with local regulations. (2) Repairs made on products covered by HP warranty will be accomplished at no additional charge. Shipment damage related to a customer initiated shipment is not covered under warranty. For products or damage not covered by HP warranty, repairs will be made at Customer's expense. E20 REVISION 910701 page 4 Of 4 PAGE 4 MIHEWLETT p I PACKARD Exhibit G HP SOFTWARE LICENSE TERMS DEFINITIONS "Software" shall mean one or more computer programs capable of operating on a computer or processor and listed as a software product on HP's Price List. "Use" shall mean storing, loading, installing, executing, or displaying Software by Customer on a computer or processor. 1. LICENSE In return for payment of the applicable fee, HP grants Customer a non - exclusive license to Use one copy of Software in conformance with the authorization (s) for the Software specified on HP's Price List and Customer's quotation or purchase order and defined as: 1.01 BASIC - Customer may Use the software on any one computer or processor at any one time. 1.02 NODE - Customer may Use the software on a single registered computer or processor. 1.03 CLASS - Customer may Use the software on any one of an identified class of computers or processors. 1.04 CONCURRENT - An identified maximum number of customer users may Use the Software at any one time. 1.05 RUNTIME - Customer may Use only the execution features of the Software and none of its program development features. 1.06 COMPONENT - Customer may Use only identified features or components of the Software. 1.07 INDIVIDUAL - Only registered Customer users may Use the Software. 1.08 METERED - Customer may Use the Software on the basis of a metered amount of computer or processing usage. 1.09 SINGLE ACCESS - Customer may access and Use the Software once. 1.10 TEMPORARY - Customer may Use the Software only for an identified period of time. 2. ADDITIONAL LICENSES The following licenses are available for selected Software if so indicated on HP's Price List. Use authorization(s) for Software licensed from HP shall apply to copies of that Software made under the licenses below. 2.01 COPY - Customer may make and Use one copy of Software previously licensed directly from HP. 2.02 SUBLICENSE- Customer may sublicense one copy of the Software to an end user for its Use. The sublicensed copy of the Software may either be provided by HP or reproduced by Customer from a copy of the Software previously licensed directly from HP. 2.03 GENERAL PURPOSE - For certain Software, HP offers a General Purpose License which allows Customer to Use one copy of the Software or sublicense it to an end user for its Use. The copy of the Software may either be provided by HP or reproduced by Customer from a copy of the Software previously licensed directly from HP. 3. GENERAL LICENSE TERMS The following terms apply to all Customer licenses. 3.01 SOFTWARE RIGHTS - Customer's license confers no title or ownership in the Software and no rights in the source code of Software and shall not be construed as a sale of any rights in Software. 3.02 TRANSFERABILITY - Customer's license in the Software is non- transferable unless HP, at its discretion, agrees in writing to authorize transfer of Customer's entire license in the Software to a third party who agrees in writing to the terms of Customer's license in the Software and to whom Customer has delivered all its copies of the Software. All license terms shall be binding on voluntary and involuntary transferees. 3.03 THIRD PARTY BENEFICIARY - The Software may have been developed by a third party supplier who may enforce infringement of its copyright and violations of Customer's license. 3.04 REVERSE ENGINEERING - Customer may not disassemble or decompile the Software. E30 REVISION 901205 page 1 of Q Pace 1 MIHEWLETT Exhibit G PACKARD HP SOFTWARE LICENSE TERMS 3.05 COPIES AND ADAPTATIONS. 3.05.1 Unless authorized by a specific Customer license, Customer may make copies or adaptations of Software only for archival purposes or when copying or adaptation is an essential step in the authorized Use of Software with a backup computer or processor, so long as the copies and adaptations are used in no other manner and so long as Use on the backup computer or processor is discontinued when the original or a replacement computer or processor becomes operable. 3.05.2 Customer shall reproduce all copyright notices in or on the original Software on all copies or adaptations made by Customer. 3.05.3 HP provides no installation or warranty for copies or adaptations of Software made by Customer unless otherwise agreed by HP in writing. 3.05.4 Customer may not reproduce Software fixed in hardware (i.e. firmware) except when a copy is created as an essential step in the Use of the Software. 3.06 SUBLICENSING - When sublicensing a copy of the Software, Customer shall enter into a written, binding sublicense agreement with its sublicensee incorporating the terms of Customer's license. Customer shall make its sublicense agreement available to HP on request. 3.07 SOFTWARE UPDATES AND UPGRADES -- Customer's license does not include the right to updates, upgrades or other support services. 3.08 UPGRADED SYSTEMS -- HP reserves the right to require an additional license and fee for Use of the Software on new or additional computers or processors. 3.09 EXPORT - Customer may not export or re- export the Software or any copy or adaptation in violation of any U.S. Export Administration regulation or other applicable regulation. 3.10 TERMINATION. 3.10.1 HP may terminate Customer's or any transferee's or any sublicensee's license in Software on notice for failure to comply with any applicable license terms. 3.10.2 Notwithstanding the above, Customer's license shall automatically terminate on any transfer or attempted transfer of its license. 3.10.3 Customer shall immediately upon transfer deliver all copies of the Software to the party to whom HP has authorized transfer of Customer's license. In the event of termination of Customer's license for any other reason, Customer shall destroy or return to HP the Software and all copies of the Software immediately on termination. Customer shall remove and destroy all copies of the Software from any adaptation into which they are merged, except for individual pieces of Customer data in a related database. With HP's written consent Customer may retain one copy of the Software subsequent to termination for archival purposes. 3.11 INVALIDITY - If any term of Customer's license is invalid under applicable statute or rule of law or held invalid by a court of competent jurisdiction, the term shall to that extent be omitted without effect on the remainder of the license. 3.12 WAIVER - HP's failure to enforce any term of Customer's license is not a waiver of the right to enforce the term unless expressly waived by HP in writing. 3.13 OTHER LICENSE TERMS - These Software License Terms take precedence over Customer's additional or different terns or conditions, notice of objection to which is hereby given. Neither HP's commencement of performance or delivery shall be construed as acceptance of Customer's additional or different terms or conditions. 3.14 APPLICABLE LAW - These Software License Terms shall be governed by the laws of California. 4. U.S. GOVERNMENT DEPARTMENT AND AGENCY TERMS The following terms apply to Software licenses to U.S. Government Departments and Agencies. 4.01 DEPARTMENT OF DEFENSE. 4.01.1 If Customer is the U.S. Department of Defense ( "DOD ") as defined in DOD PAR Supplement ( "OFARS ") 202.1, Customer agrees notwithstanding anything to the contrary in these Software License Terms that: page 2 of 4 PAGE 2 E30 REVISION 901205 HEWLETT Exhibit G P PACKARD HP SOFTWARE LICENSE TERMS a) the Software is delivered as "Commercial Computer Software" as defined in the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013; b) the Software has been developed entirely at private expense; c) Customer is solely responsible for any effects or costs in connection with modifications of the Software independently made by or for DOD including, but not limited to, impacts on compatibility or support; d) the Software is deemed to be adequately marked when the legend below is affixed to the Software or its storage media perceptible directly or with the aid of a machine or device; and e) for the purposes of this section, DFARS shall include any applicable successor or replacement clause or regulation. RESTRICTED RIGHTS LEGEND Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013. Hewlett - Packard Company 3000 Hanover Street Palo Alto, CA 94304 4.01.2 If Customer's sublicensee is DOD, Customer shall ensure the following before furnishing the Software or any copies or adaptations to DOD and before if makes any modifications in any of the foregoing for the purpose of providing the modification to DOD: a) To notify and obtain the agreement of DOD to the terms of section 4.01.1 above; and b) To conspicuously affix to the Software media and any copy or adaptation, the legend set forth above, adding Customer's name and address below the notice to that of the Hewlett - Packard Company. 4.02 OTHER U.S. DEPARTMENTS AND AGENCIES. 4.02.1 If Customer is a U.S. Government Department or Agency other than DOD, Customer agrees that notwithstanding anything to the contrary in these Software License Terms: a) The Software and documentation are "restricted computer software" as defined in the Commercial Computer Software - Restricted Rights clause at FAR 52.227 -19; b) The restricted computer software was developed entirely at private expense; c) The restricted computer software is delivered with only the specific rights set forth in subparagraph (c) (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227 -19; d) The restricted computer software is deemed to be adequately marked when the legend below is affixed to the "restricted computer software" or its storage media. RESTRICTED RIGHTS LEGEND Notice - Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this restricted computer software, the rights of the Government regarding its use, reproduction and disclosure are as set forth in subparagraph (c) (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227 -19. 4.02.2 If Customer's sublicensee is a U.S. Government Department or Agency other than DOD, Customer agrees to ensure the following before furnishing the restricted computer software or any copy or modification to such Department or Agency; a) To notify and obtain the agreement of the Department or Agency to the terms of section 4.02.1 above; and b) To conspicuously affix the notice set forth in paragraph 4.02.1 above to the "restricted computer software" and any copy or modification thereof. E30 REVISION 901205 page 3 Of 4 PAGE 3 g HEWLETT PACKARD Exhibit c HP SOFTWARE LICENSE TERMS "Effective the DAY OF Customer: Authorized Representative Signature Name: Title: Address: , 19_ Seller: Authorized Representative Signature Name: Title: Address *Signature blocks do not need to be completed if these Software License Terms are being made a part of a signed Purchase Agreement with HP. page 4 of 4 PACE 4 E30 REVISION 901205 Attachment I Customer Support Services Agreement Exhibit 2 HP SuccessLine Service HP SuccessLine service is governed by this exhibit and the Hewlett - Packard (HP) Customer Support Services Agreement (CSSA). This exhibit includes general terms and conditions for all levels of HP SuccessLine service for on -site hardware support as well as specific terms and conditions for Priority Plus support (02G), Priority support (02A), Next Day support (02C), and Scheduled support (02L). General Terms and Conditions The terms and conditions listed below apply to all levels of HP SuccessLine service. 1. Services Included a. On -site Service. HP will travel to Customer's site and provide all labor, parts, and materials necessary to maintain the products covered under HP SuccessLine service in good operating condition. Replacement parts will be new or their equivalent; replaced parts will become the property of HP. This service includes: 1) Repair Service. This service involves the diagnosis and correction of product malfunctions and failures. Remedies may consist of temporary procedures to be followed by Customer while a permanent solution is being sought. Repair service will commence during the period of coverage and will continue uninter- rupted, as long as reasonable progress is being made, until the products are operational. If HP determines additional parts or resources are required, service will be interrupted and will resume as P�HEWLETT PACKARO soon as these parts or resources are available; however, with Scheduled support, work will commence on the following business day. 2) Preventive Maintenance (selected HP products). This service includes cleaning, adjusting, lubricating, inspect- ing, and testing products that require preventive maintenance. HP will per- form preventive maintenance on a mutu- ally agreed -upon schedule or coincident with repair service. 3) Engineering Improvements. HP may from time to time make engi- neering improvement modifications which it deems necessary to incorporate in Customer's products. Such modifica- tions will be performed at HP's expense on a mutually agreed -upon schedule or coincident with repair service or preven- tive maintenance. 4) Site Environmental Survey. HP will periodically monitor the site environment and notify Customer of any required corrective actions. 5) Extended Travel. HP can provide HP SuccessLine service beyond zones 1, 2, and 3 only from an HP Primary Support Responsible Office (SRO). Response times for zones 4, 5, 6, and beyond are specified in Table 1 (see next page). There will be a charge for travel beyond zone 5 based on the distance to Customer location. Table 1. HP's Response Time for Extended Travel *Established at time of order and subject to resource availability b. Remote Support Services (selected Response Time HP products). Prior to any necessary Distance from Priority the time of hardware purchase or lease, diagnostic modem to perform the following Zone HP Primary SRO Plus Priority Next Day 4,5 101 -200 miles 8 hours 8 hours 1 additional coverage day 6 201 -300 miles 2. Optional Services 12 hours 2 additional coverage days Other Beyond 300 miles Customer's authorization. Customer is to local resource availability) for an additional responsible for implementing recom- *Established at time of order and subject to resource availability b. Remote Support Services (selected c. Product Warranty Upgrade. HP products). Prior to any necessary If HP SuccessLine service is ordered at on -site assistance, HP may use a qualified the time of hardware purchase or lease, diagnostic modem to perform the following the level of service ordered or the level of services: warranty coverage, whichever is better, will 1) Remote Diagnostics. HP SuccessLine be provided during the on -site warranty period. A one (1) year return-to -HP warranty service will include the execution of may be converted to a ninety (90) day on -site HP programs, via a telephone line, to warranty. examine Customer's system, system log files, and disk error files to identify 2. Optional Services the malfunctioning product. Diagnostics will be performed only upon receipt of HP provides the following optional services (subject Customer's authorization. Customer is to local resource availability) for an additional responsible for implementing recom- charge. Per -call options require Customer to have an mended temporary procedures while a open purchase order on file with HP specifying all permanent solution is being sought. If the results of remote diagnostics are persons authorized to request these services. Charges inconclusive, HP will respond on -site, for contractual options will be added to monthly as described in clause La. (on previous service charges. page). a. Per -call Options 2) HP Predictive Support. HP SuccessLine service allows 1) After Coverage Hours Option. Customer to use HP Predictive Support HP SuccessLine service may be extended proprietary software, which reads and for a fixed charge on a per -call basis for analyzes system and peripheral error hours and days beyond those covered by log files and prints a status report of the the HP SuccessLine service level system's functioning. HP Predictive Sup- selected by Customer. The charge and port software will send data to the response time will vary depending on the HP Response Center for further analysis time the service is requested and the and diagnosis. If HP determines that on- level of HP SuccessLine service site action is needed, it will be performed Customer has purchased. as described in clause La. (on previous page). 2) Per -call Services. HP SuccessLine service Customers who require repairs to products caused by use PP uire su ort not covered by their agreement, such as non -HP media, supplies, and consumables r or such items designed de- installation, may purchase one-time not for use with the products serviced under this Agreement. services at the HP SuccessLine per -call service rate. This rate only applies to If support services are required due to the services performed on products covered above causes, HP will provide such services at HP's standard service by HP SuccessLine service. rates. b. Contractual Options e. Nonqualified Devices. Services are pro. vided for qualified devices. Products not sup. I) Loaner Service. Selected HP instru- plied or qualified by HP and products for ment products can be reserved on either which Customer does not allow HP to incor- an exclusive or a non - exclusive basis. porate engineering improvements will be Con- sidemd nonqualified devices. With this service option, HP will own, reserve, and maintain in HP facilities specified loaner equipment to minimize Customer is responsible for removing system downtime in the event Custom - nonqualified devices to allow HP to service the qualified devices. If er's corresponding equipment requires removal for repair or calibration. performance of services is made more difficult or is impaired because of a nonqualified device, HP will 2) Media Retention Service (selected charge Customer for the increased efforts at HP products). This option waives HP's HP's standard service rates. right to maintain possession of a failed disk drive component on which sensitive f. Interfaces and Accessories. HP may data is stored. cover cables, connectors, accessories, and interfaces under HP SuccessLine service 3. Limitations of Service Provided that the product in which they are used is covered at the same level of a. Software and Network Su pport. Any HP SuccessLine service. maintenance services involving software or network - related problems be g. HP Predictive Support. HP will not be will subject to HP's standard service rates unless the prod- responsible if HP Predictive Support software does not identify or remedy system ucts are covered by an appropriate contrac- tual software or network support service. or periph. eral problems prior to actual occurrence. b. Maximum Use Limitations. Products h. Availability. The availability of HP SuccessLine service levels at the time operated in excess of their maximum usage rate (as specified in the data sheet of order may vary, depending on local or operating manual) will not be covered by resources. HP SuccessLine service but can be serviced 4. Prerequisites at HP's standard service rates. c. Obsolete Products. Under HP SuccessLine a. Minimum System Configuration. Except service, HP may cover obsolete products, for systems capable of diagnostic self -test, HP SuccessLine service requires, which are beyond their specified support period, on a best -effort basis. at a mini - mum, that a system include a central process. ing unit, a peripheral capable of reading d. Non-HP Media, Supplies, and standard HP diagnostics and verification Consumables. Services do not include tests, and a peripheral which allows HP to fully interact with the covered products. b. Uniform Coverage. The central processing unit and all HP system products constituting the minimum system configuration must be covered under the same HP SuccessLine service level. c. Connectors and Cables. All products covered under HP SuccessLine service must be interconnected by cables or connectors listed in the appropriate HP documentation as compatible with the central processing unit. For HP products not meeting this requirement, service is available at HP's standard service rates. d. Software Support. All HP products for which execution of diagnostic tests is software - dependent must, at a minimum, be covered by an HP software support service, if available, that provides periodic software updates. 5. Customer Responsibilities a. Access. Customer will provide HP with the following: 1) Access to the products covered under HP SuccessLine service. 2) Adequate working space and facilities within a reasonable distance of the products. 3) Access to and use of all information and facilities determined necessary by HP to service the products. 4) Access to a qualified diagnostic modem upon initiation of remote support (selected HP products). b. Service Calls. Prior to placing a service re- quest with HP, Customer may be required to run HP- supplied diagnostic programs. c. Usage -level Charges. Customer will allow HP to install or remove usage meters on specified electromechanical devices. Usage charges may be invoiced separately. d. Operating Procedures. Customer will fol- low routine operating procedures as specified in the HP operating manual for the products. e. Operating Supplies. Customer will provide HP service personnel with operating supplies and consumables such as paper, magnetic tapes, ribbons, cards, format tapes, disk car- tridges, and such similar items as Customer would use during normal operation. f. Confidential Information. Customer is responsible for the security of its proprietary and confidential information. g. Data Reconstruction. Customer is respon- sible for maintaining a procedure external to the products for reconstruction of lost or altered files, data, or programs. h. Customer Representative. A representa. tive of Customer must be present at Custom- er's site at all times when services are being performed by HP on -site or by telephone. i. Health Hazards. Customer must notify HP if any products covered under this Agreement are being used in an environment which poses a potential health hazard to HP personnel. HP may require that such products be main. tained by Customer's personnel under direct HP supervision. j. Remote Support (selected HP products). Customer will allow HP to keep system diagnostic programs resident on Customer's system for the exclusive purpose of performing diagnostics. Customers using HP Predictive Support service must use the electronic data transfer capability provided by HP Predictive Support software to inform HP of events identified by this software. Customer acknowledges Customer has no ownership interest in diagnostic software provided by HP and that HP will remove these diagnostic programs and any HP -loaned modems upon termination of HP SuccessLine service. k. Remote Support Configuration (selected HP products). Systems with remote support capability must be configured by Customer to permit access to one voice -grade telephone line and one data- quality telephone line; both must have terminations located near Customer's system. Specific Terms and Conditions Priority Plus Support (02G) In addition to the general terms and conditions for HP SuccessLine service, the following terms and conditions apply when Customer selects Priority Plus support. I. Services Included a. Period of Coverage. HP will perform Priority Plus support twenty -four (24) hours per day, seven (7) days per week, including HP holidays. b. On -site Response Time. Priority Plus support provides four (4) hour response for products located within HP travel zones 1, 2, or 3, measured from an HP Primary Support Responsible Office (SRO) as specified in the HP Worldwide Customer Support Travel and Office Directory. Response times for products located in HP travel zones 4, 5, and 6 are specified in Table 1. Response time is measured from the time a service request is received until the time HP arrives at Customer's site. Products which are within HP travel zones 1, 2, or 3 of an HP Secondary SRO may receive faster response than from the HP Primary SRO, subject to local resource availability. 2. Limitations Travel Zones. Priority Plus support is available for installed products located within 200 miles of an HP Primary SRO. Availability beyond 200 miles is subject to local resource availability. 3. Prerequisites a. Customer must meet the HP- specified minimum monthly billing for all hardware and network contractual support at a HP will make the final judgment as to whether Customer adequately meets the prerequisites for the services outlined herein. particular site in order to be eligible for Priority Plus support at that site. b. Remote support. If remote support is avail- able on Customer's equipment, Customer must allow remote access in order to receive Priority Plus support. Specific Terms and Conditions Priority Support (02A) In addition to the general terms and conditions for HP SuccessLine service, the following terms and con- ditions apply when Customer selects Priority support. I. Services Included a. Period of Coverage. HP will perform Priority support between 8:00 am and 9:00 pm (local time for your HP support office), Monday through Friday, excluding HP holidays. b. On -site Response Time. Priority support provides four (4) hour response for calls received between 8:00 am and 5:00 pm for products located within HP travel zones 1, 2, or 3, measured from an HP Primary Support Responsible Office (SRO) as specified in the HP Worldwide Customer Support Travel and Office Directory. Response time is measured from the time a service request is received until the time HP arrives at Customer's site. For calls received after 5:00 pm, response time is measured from 8:00 am the next business day. Response times for products located in HP travel zones 4, 5, and 6 are specified in Table 1. Products which are within HP travel zones 1, 2, or 3 of an HP Secondary SRO may receive faster response than from the HP Primary SRO, subject to local resource availability. Specific Terms and Conditions Next Day Support (02C) In addition to the general terms and conditions for HP SuccessLine service, the following terms and conditions apply when Customer selects Next Day support. 1. Services Included a. Period of Coverage. HP will perform Next Day support between 8:00 am and 5:00 pm (local time for your HP support office), Mon- day through Friday, excluding HP holidays. b. On -site Response Time. Next Day support provides next -day response for products located within HP travel zones 1, 2, or 3, measured from an HP Primary Support Responsible Office (SRO) as specified in the HP Worldwide Customer Support Travel and Office Directory. Response times for products located in HP travel zones 4, 5, and 6 are specified in Table 1 of this exhibit. Response time is measured in elapsed coverage days from the day a service request is received until the day HP arrives at Customer's site. Products which are within HP travel zones 1, 2, or 3 of an HP Secondary SRO may receive faster response than from the HP Primary SRO, subject to local resource availability. 2. Optional Service Per -call Improved Response Option. The following optional service can be provided by HP on a per -call basis (subject to local resource availability) for an additional fixed charge. Per -call options require Customer to have an open purchase order on file with HP specifying all persons authorized to request these services. For calls received between 8:00 am and 5:00 pm, Monday through Friday, excluding HP holidays, response times are outlined in Table 2. For calls received after 5:00 pm, response time is measured from 8:00 am the next business day. On a per -call basis, HP can provide improved response after 5:00 pm Monday through Friday, if the per -call improved response option is purchased with the after coverage hours option. Table 2. HP's Response Time for Per -Call Improved Response Option Zone Distance from HP Primary SRO Response Time 1, 2, 3 0 -100 miles Within 4 coverage hours 4,5 101 -200 miles Within 8 coverage hours 6 201 -300 miles Within 12 coverage hours Other Beyond 300 miles Established at time of order Specific Terms and Conditions Scheduled Support (02L) In addition to the general terms and conditions for HP SuccessLine service, the following terms and conditions apply when Customer selects Scheduled support. 1. Services Included a. Period of Coverage and Response Time. A scheduled weekly visit will be made by HP whenever Customer has eligible products for repair. The day of the visit will be mutually agreed upon by HP and Customer. Although the particular hour of the visit cannot be specified, repairs will be made between 8:00 am and 5:00 pm (local time for your HP support office) on the scheduled weekday, excluding HP holidays. b. Products Covered. Scheduled support covers all eligible products and their eligible accessories. Scheduled support may be extended to cover additional eligible products at any time by forwarding a completed product addition form, signed by an authorized Customer representative, to the appropriate HP Support Responsible Office (SRO). c. Next -Day Work to Completion. Should HP be unable to repair all of the malfunction- ing products during a visit, HP will return to the Customer site on the next business day to continue with the repair activity at no additional charge. 2. Optional Service Per -call Improved Response Option. The following optional service can be provided by HP (subject to local resource availability) for an additional fixed charge. Per -call options require Customer to have an open purchase order on file with HP specifying all persons authorized to request these services. HP can provide next -day response on a per -call basis. HP will respond at Customer's site on the next HP workday when requests for improved response are received between 8:00 am and 5:00 pm. HP will charge Customer the zone charge applicable to the HP travel zone in which Customer's site is located. 3. Limitations a. Service Location. HP offers HP SuccessLine Scheduled support from HP Primary and Secondary SROs to Customer sites located in HP travel zones 1, 2, and 3 as specified in the HP Worldwide Customer Support Travel and Office Directory. HP will repair products only at a specified site to be designated by Customer at the time Scheduled support is ordered. b. Product Eligibility. Only designated products are eligible for Scheduled support. 4. Prerequisites Customer Eligibility. Scheduled support is only available for Customers meeting a minimum monthly charge for Scheduled support. 5. Customer Responsibilities a. Work Area. Customer must designate a single work area acceptable to HP at the specified site. This area must include shelves or racks for incoming and outgoing products, adequate open bench workspace, adequate power and lighting, and access to a telephone. The work area must be accessible within fifteen (15) minutes of the arrival of HP at the specified site. b. Preparation. Customer is responsible for performing the following functions before having a product serviced under Scheduled support: 1) Maintain a written log of model number, serial number, and current failure symptoms. This information should be provided to HP upon request before the scheduled visit. 2) Locate all failed units to be repaired during a scheduled visit at the designated work area before the arrival of an HP customer engineer. 3) Call HP on the workday before the day of the scheduled visit to provide information regarding the number and type of products requiring repair. h HEWLETT Printed in U.SA. 60K11 \89 P PACKARD 5952.0536 Attachment II Customer Support Services Agreement Exhibit 28P HP Software Support Services Hewlett- Packard (HP) software support services are governed by the terms and conditions of this exhibit and the HP Customer Support Services Agreement (CSSA). This exhibit covers all HP TeamLine, HP ResponseLine, and HP BasicLine software support services, as well as their derivative services, including HP Software Update Materials service. 1. Services HP provides comprehensive and optional support services for HP software on HP and non -HP Table 1. Service Features Service Features HP support consultant Support management or technical reviews Applications reviews Software release planning Telephone assistance Remote support Critical onsite assistance Software problem reporting HP Supportline database access HP SupportLine call submittal Software license for updates Software update installation Coverage of additional systems Patches Software, firmware, and manual update material [hP] HEWLETT ` PACKARO systems, according to the specifications set out in the applicable HP service data sheet for specific computer systems. Not all features are available for every service level or supported system. Some service features and coverage levels have prereq- uisites. a. HP Systems. Table 1 summarizes the service features included for HP software on HP systems. Coverage Levels HP TeamLine" HP ResponseLine HP BasicLine *=included with service * HP TeamLine upgrade requires HP ResponseLine or HP Network ResponseLine service as a prerequisite. Optional Optional Optional Optional • • Support update materials must be purchased for at least one supported system *=included with service * HP TeamLine upgrade requires HP ResponseLine or HP Network ResponseLine service as a prerequisite. b. Non -HP Systems. HP Application Software service. The additional system must be Support service for non -HP systems provides supported by the same system manager the following features for specified HP soft- as the system covered by HP TeamLine ware products on specified non -HP systems: or HP ResponseLine software support telephone assistance, software problem service. reporting, HP SupportLine support access and call submittal, software license for 2) An HP original equipment manufacturer updates, and patches. (OEM) or value -added reseller (VAR) may extend support only to systems 2. Limitations of Service covered by HP BasicLine software sup- port service that are owned or leased by a. Hardware Support. Any maintenance an end -user customer who has purchased services involving hardware problems will be the system from the HP OEM or VAR. subject to HP's standard service rates unless The HP OEM or VAR must have a cur - the products are covered by an applicable rent OEM computer products purchase contractual hardware or network support agreement or VAR purchase agreement, service. respectively, in effect and must purchase HP TeamLine or HP ResponseLine b. Supported Software Versions. HP software support service. provides contractual support only for the current and immediately preceding version g• Critical Onsite Assistance of software. If support coverage lapses, additional fees may be required to resume 1) Critical onsite assistance is limited to support coverage. systems that are supported by one (1) system manager and that are situated c. Personal Computers. HP provides con - within a one -half (1/2) mile radius of tractual support only for software that is each other. At least one (1) system specifically documented as supported on a must be supported with HP TeamLine particular personal computer model. or HP ResponseLine software support service. Systems situated beyond this d. Non -HP Systems. HP provides contrac- limit requiring critical onsite assistance tual support only for HP software that is will be subject to additional charges at specifically documented as supported on a HP's standard service rates. particular non -HP system. 2) Onsite assistance is available only upon e. Non -HP Software. Support for non -HP HP's determination that further resolu- software covered by HP contractual support tion of a problem cannot be performed services is limited to telephone assistance. remotely. HP will not be responsible for design flaws in non -HP software. h. Exclusions. HP software support does not include assistance that involves program f. Coverage of Additional HP BasicLine development; coding; isolation of coding Systems problems; implementation assistance; performance consulting; data recovery, 1) Support may be extended only to regardless of the cause of data loss; hardware systems of the same HP product line malfunctions; or problems and investigation covered by HP BasicLine software sup- time relating to the use of privileged -mode port service that are owned or leased code on the HP 3000 system. HP contractual by the purchaser of HP TeamLine or software support is not a substitute for any HP ResponseLine software support formal customer education course. i. Access to the HP Response Center. 3) Product Class Options. For sup - HP Response Center use is limited to the ported HP software applications on system manager or extended -hours callers non -HP systems, Customer must pur- for the operating system and related chase the appropriate product class software; network manager, if network option for the HP software product. support services are purchased; the application software manager(s) for each b. Support Update Materials family of HP application software, if applicable; and additional HP Response 1) Materials Usage. Customer Center callers, if that option is purchased. In must purchase HP BasicLine, the absence of any of these managers, the HP ResponseLine, or HP TeamLine HP Response Center is available to their software support service or a derived designated alternates. service for each system for which Cus- tomer purchases HP Software Product j. Call Submittal. HP Response Center Update Materials service to which they calls submitted through HP SupportLine are copied. electronic support are limited to the same authorized customer contacts identified 2) Materials Delivery. Customer must above. purchase HP Software Product Update Materials service for each software prod - k. Source Code Support. For HP source code uct on each system or personal computer software covered under HP software support, for which Customer desires HP to de- assistance is limited to problems that can be liver software product update materials, duplicated on the current version of the unless Customer has already purchased object code of the particular software the update material for another sup - product. Any other assistance required by ported system in Customer's company. Customer will be charged at HP's standard service rates. 3) Materials Recipient. For each system with HP Software Update Materials 1. Availability. Some HP service features and service, Customer must identify a recipi- coverage levels for some products are subject ent for the materials. to local availability. All systems supported by one (1) system manager must be located c. Customer Contact and Training. within the same country. Customer must identify a system manager, designated alternate, and any of the following 3. Prerequisites additional alternates, as applicable, as contacts for HP software support services: a. Ordering Options extended -hours caller, network manager, or application manager. All these contacts and 1) Processor Options. Customer must any other callers must be identified by name purchase the processor support option at the HP Response Center and must be that corresponds to Customer's prates- trained through completion of the sor, and number of maximum users for appropriate HP training course(s). the supported HP system. d. Remote Support. For HP to provide 2) Application Options. Customer also remote support, Customer must provide must purchase the software application access to one (1) qualified modem and access support option(s), when available, for to one (1) voice -grade telephone and one (1) software products being supported on a data - quality telephone line or network with specific HP system. terminations near the system. If HP cannot access a system remotely, HP may charge standard service rates if onsite service is needed. e. Electronic Database Access. To access HP SupportLine electronic support. Customer must provide one (1) data - quality telephone line, one (1) locally compatible modem, or must have access to a qualified network. Customer also must provide an HP- compatible terminal or terminal emulator, in addition to the equipment or network required for remote support, as indicated above. Callers to HP SupportLine electronic support must meet the same training requirements as the system manager f. HP Software License. HP software support can be purchased only for software for which Customer has rightfully acquired an appropriate HP software license. g. General Coverage. All systems, except personal computers supported by the system manager, must be covered by HP BasicLine, HP ResponseLine, or HP TeamLine software support service, or a derived service from this set. All software products on a system must be at the same level of service coverage. h. Coverage of Additional Systems. If any portion of HP TeamLine or HP ResponseLine coverage are extended to additional HP BasicLine systems, Custo- mer must purchase the HP TeamLine or HP ResponseLine software support service for the system with the fastest processor speed and largest number of users. HP reserves the right to make the final judgment as to whether Customer adequately meets the prerequisites for the services outlined herein. 4. Customer's Responsibilities a. Hardware Configuration and Revision Levels. Customer must maintain all of the associated system hardware and firmware at the latest HP- specified configuration and revision code level. For personal computers. Customer must maintain all associated system hardware and firmware at a revision level specified by HP. b. Diagnostic /Maintenance Software (select systems). Customer must allow HP to keep system and network diagnostic and maintenance programs resident on Customer's system or site for the exclusive purpose of performing diagnostics and maintenance. Prior to submitting a software problem report to HP, Customer may be required to assist HP in running these HP- supplied programs. Customer acknow- ledges Customer has no ownership interest in this software and that HP may remove these programs upon termination of support. c. Remote Support. For remote access to a supported system, diagnostics will be performed only upon receipt of Customer's authorization. Customer is responsible for implementing any temporary procedures requested by HP during remote assistance. d. Operating Procedures. Customer must follow routine operating procedures as specified in the HP operating manual for the products. e. Telecommunications Charges. Customer is responsible for all telecommunications charges associated with HP SupportLine electronic support use. f. Temporary Procedures. Customer is responsible for implementing temporary procedures or workarounds while permanent solutions are being sought. 5. Software License and Copyrights a. Updates 1) HP grants Customer a License to Use the updates for software updates pro- vided by HP under an HP support contract; 2) HP grants Customer an additional License to Copy and Use one (1) copy of the updates for each software pro- duct license for which Customer has pur- chased an HP support service; and, 3) Customer agrees that the License to Use and License to Copy the updates are governed by the HP Software License Terms (Exhibit E30) that are in effect on the date HP ships the update to Cus- tomer. Said Software License Terms are hereby made a part of this exhibit. b. HP Ownership of Updates. Customer acknowledges that it does not own and has no right to, title to, or interest in the updates except as set forth in HP's Software License Terms. e. Copyright and Trademark Notices. Customer agrees to reproduce and conspic- uously affix copyright and trademark notices from the original software on each copy of an update that Customer makes or obtains from an electronic data source, such as HP SupportLine support. The Customer Credit Approval /Authorized Personnel (CAAP) form included with this exhibit enables HP to more quickly respond to a request for assistance beyond the terms of this contractual service. Without a signed CAAP form on file at the local HP office (or similar arrangement), an HP support representative cannot go to Customer's site until a purchase order from Customer is received and credit clearance is approved by an HP credit representative. Although not required, we strongly encourage you to sign the CAAP form to allow us to serve you better. /! HEWLETT Printed in USA 40K07/91 P PACKAPO Support 5091- 1964EUS Attachment III Customer Support Services Agreement Exhibit 2W HP ConsultLine Program The HP ConsultLine program is governed by this exhibit and Hewlett - Packard Customer Support Services Agreement (CSSA) number This exhibit includes general terms and conditions for all HP ConsultLine program services ordered by Customer on or after the effective date and continues until termination of the CSSA. Effective date: This agreement is between Hewlett- Packard Company (HP) and (Customer). HP ConsultLine program exhibit control number: HP will provide the consulting services specifically described in attachments to this HP ConsultLine program exhibit in accordance with the terms and conditions contained in the CSSA and this exhibit. HP and Customer shall sign a separate attachment for each consulting assignment. For all orders under $10,000, the attachment shall consist of Customer's purchase order and any confirming documents. Attachment A shall set out the following for each assignment: I. Scope of work II. Estimated delivery schedule III. Total price (including any travel, labor, and material costs) IV. Payment schedule ' HEWLETT UEJ PACKARD 1. Provision of Services a. Consulting Areas. HP ConsultLine assignments may include, but are not limited to, the areas of manufacturing and finance, networking, performance, test and measure- ment, engineering automation, data center and system management, information management, distributed computing, education, and general consulting (time and materials). b. Consulting Activities. HPConsultLine assignments may include analysis, design, specification, planning, implementation, education, and performance optimization of systems and applications as well as project management and other standard or cus. tomized services requested by Customer and agreed to by HP. c. Service Hours. Consulting assignments will be performed during HP's normal bus- iness hours at Customer's or HP's facility, unless otherwise agreed. Assignments per- formed outside normal business hours will be invoiced at a premium over HP's general consulting rates. d. Change Orders. Changes in the scope of work set out in Attachment A shall only be effective if agreed to by HP and Customer in a written document setting forth the modifications and, as applicable, any changes to the delivery schedule and payment terms. In the event HP does not agree to changes requested by Customer and Customer does not elect to proceed with the consulting assignment unchanged. HP shall have the right to cancel its provision of services and Customer shall be subject to payment of HP's costs and labor incurred to date and the charges described in Section 7.b. 2. Payment a. Price. Charges quoted are valid for thirty (30) days from date of quotation. Charges will include all materials, labor, and travel. If applicable, travel may be invoiced separately. Charges may be invoiced as single payment, milestone payment, or specified time pay- ment as specified in Attachment A for each consulting assignment. b. Charges for Customer Delays. In the event HP incurs additional costs or labor as a result of delays caused by any act or omission of Customer, including but not limited to Customer's failure to fulfill its obligations hereunder, Customer agrees that HP may, upon prior written notice to Customer, add such reasonable additional charges to the amounts invoiced to Customer. 3. Limitations of Service a. Delivery Schedule. HP will use reasonable efforts to meet the estimated delivery sched- ule set out in Attachment A, but shall not be liable for failure to meet such dates. Any Customer delays in meeting its obliga- tions hereunder may result in an adjust- ment to HP's estimated delivery schedule. b. Personnel Assignments. HP reserves the right to select the HP consultants who will deliver consulting services to Customer and to reassign such employees as necessary. In the event HP agrees to Customer's request for a specific HP consultant, Customer agrees to pay any extra expenses associated with use of the requested consultant. c. DISCLAIMER OF WARRANTY. HP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR HP CONSULTLINE PROGRAM SERVICES OR ANY PROD- UCTS OR MATERIALS DEVELOPED OR PROVIDED HEREUNDER, AND SPECIF- ICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Because of the many variable and uncertain factors that may affect HP's per- formance, any representations or affir- mations of fact, including but not limited to statements regarding capacity, performance, or suitability for use of any products, shall not constitute a warranty by HP. 4. Customer's Responsibilities a. Customer Contact. Customer shall appoint a customer contact to the HP consultant providing services. This contact, or a designated alternate, must be available on site or by phone at all times that consulting services are being provided by HP. b. Accurate Data. Customer shall provide HP with accurate and complete information and access to the facilities determined necessary by HP to provide consulting services. Customer agrees that the value of HP ConsultLine program services and Customer's ultimate system performance is a function of Customer meeting this and all its other responsibilities hereunder. c. Business Objectives. Customer has sole responsibility for accomplishing the objectives for which Customer purchases HP ConsultLine program services. Because no services or software can replace sound business judgment, HP is not responsible for any business decisions made or actions taken by Customer based on HP ConsultLine assignments or use of software or any associated documentation. 5. Confidential Information HP and Customer agree that all information exchanged between them is nonconfidential infor- mation unless they have entered into a separate HP Confidential Disclosure Agreement. 6. Rights in Data a. HP Documentation and Materials. HP documentation (for example, question- naires and process guidelines), educational materials (for example, student workbooks, instructor guides, and computer -based train- ing), and other written information (in any form including electronic) provided during delivery of HP ConsultLine program assignments contain proprietary information that is protected by copyright. Such documentation and materials are provided for the sole use of the recipient and may not be copied or reproduced in any form without the prior written consent of HP. b. Definitions. Existing Software is any preexisting software that Customer owns or acquired through a license. New Software is any software developed as part of an HP ConsultLine program assignment that is not an addition to or a modification of Existing Software. c. Rights in Software. Customer shall own all software and associated materials and documentation developed as part of an HP ConsultLine program assignment to assist in modifying or adding to Existing Software or developing New Software. However, HP reserves the right to use any of the underlying ideas, concepts, know -how, and techniques relating to such Existing Software modification or addition or New Software development. d. Restrictions. HP ConsultLine program assignments to assist in modifying or adding to Existing Software or to assist in developing New Software will only be done under Customer's direct supervision. HP assistance in modifying or adding to Existing Software is only available when Customer has a valid software license from a vendor that permits such modification or when in fact, Customer owns the software to be modified. This agreement does not modify any underlying license by which Customer obtained the Existing Software, nor does it permit any act prohibited by that license. HP ConsultLine program assignments are not available to modify HP software source code. 7. Termination a. Termination for Cause. Either party may terminate a specific order for an HP ConsultLine assignment for cause only in the event of the other party's refusal or inability to perform, or the material breach of any other obligations hereunder, provided the party in breach has been given thirty (30) days' written notice and has failed to cure said breach during the thirty (30) days. If HP terminates an order for cause as described, Customer shall pay HP's costs and labor incurred to date of termination —thirty, (30) days after notice of breach —at HP's general consulting rates. If Customer termi- nates for cause and pays HP's costs and labor incurred to date of termination, HP shall provide Customer with any work in progress. b. Termination Without Cause. In the event Customer terminates a specific order for an HP ConsultLine assignment without cause any time after it is received by HP, Customer shall reimburse HP for all costs and labor incurred to date of termination at HP's gen- eral consulting rates. In addition, HP reserves the right to charge Customer an administra- tive fee of ten (10) percent of the total charges set out in Attachment A or one (1) hour of general consulting services, whichever is greater. S. Miscellaneous a. Similar Services. Nothing in this exhibit shall be construed to prohibit HP from developing and providing materials or services to others that are similar to those delivered to Customer hereunder. b. Subcontractors. HP may use HP- selected subcontractors to provide HP ConsultLine assignments. c. Invalidity. If any part of this exhibit is invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted without effect on the validity of the remain- der of this exhibit. n HEWLETT P PACKAao d. Nonassignment. Customer may not assign or transfer any of its rights, duties, or obligations herein without the prior written consent of HP, and any purported attempt to do so shall be null and void. e. Limitation of Actions. Any action against HP hereunder must be brought within one (1) year after the cause of action arises. f. Order of Precedence. To the extent this exhibit conflicts with the CSSA, this exhibit and its attachments shall take precedence over the CSSA. Printed in USA 1OK02/91 Support 5091 -1166E JN P S2 10:13 FRf HP T 01ELJ SRLES Attachment Al Town of Los Gatos UNIX & Network Implementation Assignment ID: 6C910256 Date: January 28, 1992 Quote Expiration: Part I: Scope of Work PAGE. +302 Feb 29, 1992 Hewieft- Packard recommends the following services to implement the integrated solution proposed to the Town of Los Gatos: HP -UX Systems Installation Management The HP -UX Systems Consultant will work with the Town of Los Gatos Information Systems staff to ensure the successful Implementation of the HP9000 system in the computing environment of the Town. The Systems Consultant will provide the following services: - HP -UX System Administration concepts and task review - System disk space and swap space partitioning - DTC hardware and software configuration and testing - Arpa services configuration and testing - Modem and asynchronous ports and configuration - HP printers and OpenSpool print spooler configuration - System backup and recovery scripts Network installation The Hewlett- Packard network implementation team assigned to the Town of Los Gatos will create a project plan dedicated to the installation and configuration of network components. The network hardware and software will be installed and tested Including network Interface cards for 32 Vectra PGs and a Toshiba portable computers, Ethertwtst hubs and remote LAN Bridges. Installation of the Remote LAN Bridges assumes prior successful Installation of the required digital links. Network Operating System Implementation The Hewlett- Packard network consultant will interview 6 key personnel at the Town of Los Gatos to determine PC application and resource sharing needs. The network consultant will review and document these requirements and create configuration requirements for Portable Netware and other network server products based on these needs. The Hewlett- Packard Network Consultant will then create specific configuration information for the new Portable Netware server and each user. The Hewlett- Packard network consultant will configure and start the Portable Netware Server and clients for the Town of Los Gatos. The Hewlett- Packard Network Consultant will tune two PC types at the Town of Los Gatos and document procedures for tuning other PCs of the same type. Tuning provides maximum base memory allocation for the Town of Los Gatos user applications. Memory management wit be done with standard PC tuning tools. The Hewlett- Packard network consultant will deriver three two hour training sessions to three groups to provide users with information required to connect and use the Portable Netware product as required. One 4 hour Netware Server management session will also be provided. ,'r.N 3E9 'S2 18:14 FROM HP HT OIEW SR ES PAGE . ©83 Part II: Delivery Schedule The estimated time for this project is two months. Delivery will commence when a purchase order, is received for all or a combination of the part numbers listed below in sections 111. . Part Ilk Total Price Part Number Description gty Total -Price H2365A Network implementation 1 $31,510 H2395A HP -LIX System Implementation 1 $ 6,510 total price $ 38.020 Part IV: Payment Schedule Billing will occur for each portion of the packaged consulting upon final completion of the deflned deliverables_ This Attachment A ConsultUne agreement is governed by the terms and conditions of the Customer Services Support Agreement, (CSSA), and the exhibit 2W Consulti-ine document Hewlett- Packard Name Town of Los Gatos BV Name Date Date Title Title JCH 30 '32 18:14 FRuM HP MT VIEW Z-ALE'8 Attachment A2 Town of Los Gatos OpenMall Implementation Assignment ID: GC910255 Date: January 28, 1992 Quote Expiration: Part is Scope of Work PAGE .NJ4 Feb 29, 1992 Hewlett- Packard recommends the following services to Implement the Hewlett- Packard OpenMafi product In the Town of Los Gatos environment: HP OpenMali Implementation and Training The HP Systems Consultant will install and configure the electronic mail system, HP OpenMaif, onto the HP9000 827S system. The consultant will meet with Town of Los Gatos Information systems operations staff to plan the mail network, Including mail addresses, naming conventions, etc. The consultant will then install and configure the HP OpenMail software, test the functionality of the software, and train the system administrators on HP OpenMail operations and maintenance. in addition, the systems consultant will install the AdvanceMail PC software on 32 client PCs, providing additional functionality of the electronic mail users. End -user training will be provided in four hall -day classes of 10 users each, providing the town of Los Gatos users with the skills to use HP OpenMail effectively. Part II: Delivery Schedule The estimated time for this project is two months. Delivery will commence when a purchase order, is received for all or a combination of the part numbers listed below in sections Iii. . Part III: Total Price Part Number Description qty Total -Price H2425A Electronic Mall Implementation 1 $10.200 J1-1N 8F] 'S8 18:15 FROM HP MT ViEl,i HLEB PaGE,G ©5 Part IV: Payment Schedule Billing will occur for each portion of the packaged consulting upon final completion of the defined deliverables. This Attachment A ConsultUrie agreement Is governed by the terms and conditions of the Customer Services Support Agreement, (CSSA), and the exhibit 2W ConsultUne document- Hewlett-Packard Town of Los Gatos By By Name Name Date Date Title ** TOTAL PAGE.005 ** PURCHASE AGREEMENT RENEWAL AMENDMENT The purchase agreement by and between Hewlett- Packard Company and the State of California, the Department of General Services agreement number A1H18 is hereby amended as follows: I. The agreement number is hereby changed to A1M95 II. The Estimated Purchase Requirement has been eliminated. III. State Model Purchase Contract rev. 1/88 is deleted and State Model Purchase Contract rev. 1, 7/90 is incorporated with the following modification (as agreed upon in prior agreement): The Section 16 "Invoices and Payments" paragraph d "Required Payment Date ". Payment is due to contractor Net 30 days from date of invoice. Contractor waives entitlement to any interest due pursuant to Government Code Section 926.17 prior to the sixty -first (61st) date for any equipment, software or services received and accepted by the State or the sixty -first (61st) date from the date a correct invoice is received in the office specified by the State whichever is later. When a provision is made for a testing period preceding acceptance by the State date of acceptance shall mean the date the equipment or software is accepted by the State during specified testing period. After review and agreement by Hewlett- Packard, future revisions of the State Model Contract will be incorporated by amendment. IV. The Agreement Period is modified as follows: Delete the first sentence and modify the second sentence to read: "The Agreement Period will begin on the commencement date and expire in accordance with the termination clause herein." V. Exhibit A1000 rev. 890401/890801 is deleted and replaced with the current A1000 exhibit 890401/901108. HP reserves the right to replace Exhibit A1000 every November 1. Discounts will be as follows: Column I III IV V 24.0% 24.0% 24.0% 33.0% All other terms and conditions of said purchase agreement remain unchanged. Accepted by: STATE OF CALI OR IA HEWLETTK O COMPANY By: 8y: N me: C�C 6 ( Name: - �j C6 c j l�C2Lj _ Title D t Title Date Address Address STATE MODEL PURCHASE CONTRACT THE FOLLOWING TEXT WILL BE INCLUDED ON THE FACE OF THE STATE'S INVITATION FOR BID AND PURCHASE ORDER FORMS OR STANDARD AGREEMENT FORM Contractor agrees to furnish and install at a site designated by the State, in the vicinity of and to sell to,the State, and the State hereby intends to purchase from the Contractor, in accordance with the General Terms and Conditions below, all those electronic data processing machines and special features listed on Rider B. In addition, Contractor agrees to provide to the State all those products and services specified in all Riders attached to this contract, and in accordance with any provisions contained therein. The maximum amount of this contract shall not exceed The term of this contract shall be from to The following Riders and Addendum are hereby incorporated by reference and made a part hereof: Rider A - Special Provisions Rider B - Equipment List, Prices and Allied Information Rider C - Software List, Prices, Delivery Dates and Allied Information Rider D - Acceptance Testing Rider E - Installment Purchase Payment Schedules Rider F - Maintenance Provisions Rider G - Software License Rider H - Training Rider I - Personal Services Rider J - Additional Contractor Commitments Rider K - Non - Applicability Form 17A - Nondiscrimination Clause IFB /RFP (Correct k) and Contractor's responding bid are hereby incorporated and made a part of this contract. 1 (purchase rev. 1, 7/90) GENERAL TERMS AND CONDITIONS Term and Amount of Contract The term of this contract if applicable shall be as stated on the face of the State's Invitation for Bid and Purchase Order Forms, or Standard Agreement Form, subject to the availability of funds, unless earlier terminated by the State in accordance with the termination provisions contained in Paragraph 37. The maximum amount of this contract shall not exceed that amount stated on the face of the State's Purchase Order or Standard Agreement Form, payable solely from funds appropriated for the purpose of this contract. This amount may be changed during the term of this contract only by amendment to this contract. This contract is effective on the State's Purchase Order Date, or if a Standard Agreement Form is used, after signing by the Contractor and the contracting State agency, on the date of its last approval or certification of exemption from approval by or on behalf of the Director of Finance and the Director of General Services. Amendments Unless specifically prohibited by the solicitation document which was the basis for this contract, this contract may be amended by mutual consent of the parties. An amendment shall not be effective until approved by the Director of General Services, or until a certification of exemption from such approval has been signed by the contracting agency. No alteration or variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. Definitions Data Processing System (System) - The total complement of Contractor - furnished machines, including one or more central processors (or instruction processors) and operating software, which are acquired to operate as an integrated group. Data Processing Subsystem - A complement of Contractor - furnished individual machines, including the necessary controlling elements (or the functional equivalent) and operating software, if any, which are acquired to operate as an integrated group, and which are interconnected entirely by.Contractor-supplied power and /or signal cables; e.g., direct access controller and drives, a cluster of terminals with their controller, etc. (purchase rev. 1, 7/90) Machine - An individual unit of a data processing system or subsystem, separately identified by a type and /or model number, comprised of but not limited to mechanical, electro- mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary software; e.g., central processing unit, memory module, tape unit, card reader, etc. Equipment - An all- inclusive term which refers either to individual machines or to a complete data processing system or subsystem, including its operating software (if any). Equipment Failure - A malfunction in the equipment, excluding all external factors, which prevents the accomplishment of the equipment's intended function(s). If microcode or operating software, residing in the equipment, is necessary for the proper operation of the equipment, a failure of such microcode or operating software which prevents the accomplishment of the equipment's intended functions shall be deemed to be an equipment failure. Operational Use Time - For performance measurement purposes, that time during which equipment is in actual operation by the State. Preventive Maintenance - That maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the equipment in proper operating condition. Remedial Maintenance - That maintenance performed by the Contractor which results from equipment (including operating software) failure, and which is performed as required; i.e., on an unscheduled basis. Principal Period of Maintenance - Any nine consecutive hours per day _ (usually between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an official meal period not to exceed one hour, Monday through Friday, excluding holidays observed at the installation. Period of Maintenance Coverage - The period of time, as selected by the State, during which maintenance services are provided by the Contractor for a fixed monthly charge, as opposed to an hourly charge for services rendered. The Period of Maintenance Coverage consists of the Principal Period of Maintenance and any additional hours of coverage per day, and /or increased coverage for weekends and holidays. Maintenance Diagnostic Routines - The diagnostic programs customarily used by the Contractor to test equipment for proper functioning and reliability. (purchase rev. 1, 7/90) 1. Facility Readiness Date - The date specified in the contract by which the State must have the site prepared and available for equipment delivery and installation. M. Installation Date - The date specified in the contract by which the Contractor must have the ordered equipment ready (certified) for use by the State. n. Performance Period - A period of time during which the State, by appropriate tests and production runs, evaluates the performance of newly installed equipment and software prior to its acceptance by the State. o. Acceptance Tests - Those tests performed during the Performance Period as provided by Paragraph 8 and 9, and by Rider D, which are intended to determine compliance of equipment and software with Contractor's published specifications and to determine the reliability of the equipment. p. Machine Alteration - Any change to a Contractor- suppIied machine which is not made by the Contractor, and which results in the machine deviating from its physical, mechanical, electrical, or electronic (including microcode) design, whether or not additional devices or parts are employed in making such change. q. Attachment - The mechanical, electrical, or electronic interconnection to the Contractor - supplied machine or system of equipment manufactured by other than the original equipment manufacturer and which is not connected by the Contractor. Software - An all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including operating software, programming aids, application programs, and program products. Operating Software - Those routines, whether or not identified as program products, that reside in the equipment and are required for the equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the equipment. Programming Aids - Contractor - supplied programs and routines executable on the Contractor's equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base management systems, and utility routines, (tape-to-disk routines, disk-to -print routines, etc.). (purchase rev. 1, 7/90) Application Program - A computer program which is intended to be executed on the Contractor's equipment for the purpose of performing useful work for the user of the information being processed. Application programs are usually developed or otherwise acquired by the user of the hardware /software system, but they may be supplied by the Contractor. Program Product - Programs, routines, subroutines, and related items which are proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual provisions. W. Software Failure - A malfunction in the Contractor - supplied software, other than operating software, which prevents the accomplishment of work, even though the equipment (including its operating software) may still be capable of operating properly. For operating software failure, see definition of equipment failure. Contractor Written Commitments Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable for liquidated or other damages due to the State. Such written commitments include (1) any warranty or representation made by the Contractor in the bid or proposal as to equipment or software performance, total system performance, or other physical design or functioning characteristics of a machine or software system, (2) any warranty or representation made by the Contractor concerning the characteristics of the items described in (1) above, made in any publication, drawings, or specifications accompanying or referred to in the bid or proposal which pertains to the responsiveness of the bid or proposal to the solicitation document, and (3) any written notification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations and which is incorporated into a formal amendment to the proposal. Site Preparation If the equipment to be installed requires special environmental considerations, Contractor shall provide site preparation specifications for equipment listed on Rider B within a reasonable time upon request by the State, unless such specifications have been included in the Contractor's bid or proposal. These specifications shall be in such detail as to ensure that equipment, if installed according to these specifications, shall operate efficiently, from an environmental point of view and properly from a functional point of view. (purchase rev. 1, 7/90) The State may prepare a site plan showing the location of each item of equipment listed in Rider B and detailing the associated electrical power and environmental control facilities. If requested, the Contractor will review and comment on the adequacy of the State's plan, and shall be permitted free access to the site for this purpose. Alternatively, the Contractor may prepare the site plan, and will be permitted free access to the site for this purpose. The State shall cause the site to be prepared in accordance with the Contractor's written minimum site and environmental specifications, unless the Contractor has agreed to be responsible for such site preparation, on or before the Facility Readiness Date specified in Rider B. Any subsequent alterations or modifications to the site which are directly attributable to incomplete or erroneous specifications provided by the Contractor and which involve additional expense shall be made at the expense of the Contractor, to the extent that such costs would not have been incurred had the complete and /or correct specifications been initially provided. If any such site alterations as discussed in Paragraph 5d above cause a delay in the installation, the provisions of Paragraph 7b shall apply. Unless mutually agreed to otherwise, arrangements for procurement, installation, and maintenance of non- Contractor's communication media (telephone lines, modems, etc.) necessary for the remote transmission of data are the responsibility of the State. In addition, if requested by the Contractor, the State shall provide one telephone, with appropriate coupling devices for the transmission of data, for the Contractor's use in installation and maintenance of the equipment. Any toll charges resulting from the use of this instrument by the Contractor in the installation and maintenance of the equipment will be borne by the Contractor. Installation and Delivery Dates Equipment (Hardware and Operating Software) (1) Except as otherwise provided in Paragraph 6a(7), the Contractor _shall install equipment listed in Rider B ready for use on or before the Installation Dates specified in Rider B. Time is of the essence in this agreement. (2) Installation Dates may be changed by mutual consent of the Contractor and the State by amendment to Rider B; however, consent of the Contractor is not required if, at least 90 (purchase rev. 1, 7/90) D lE '91 71:08 FP ^,M HP r-JE ELf 5GC TD nP :EC 12 'O1 g:gd F .. GGR- GP- MTN.,CR. Ci 1 (9) (a) (S) t P TO PHSE.00= 5 ITC ;To 11RIN days prior to the In "chiaei butaaenew InstalladtionrDatee will the state Iwo of en7 IK established by sutual agxtD7 shstual agra+aentbefersent shall not eateed ISO drys except The state shall provide the Contractor sere&& to the site for the purpose of installing the squipaaec prior to the Installation Date. The Conttactor shall specify it writing she time required to install the equipmenc, 6seopt as otherwise provided in paragraph 6a(7), the contractor shall determine that the equipment is ready for use, and operates in conformsnce with the Contractor's published _Spot,fications. The Contractor shall that e+rtify in writing to the State that the equipment. is installed end ready to be turned over to the operations, Costrol of the State. The Contractor shall also provide to the State appropriate doeuaattstion to support the above Certification, at which time the State will accept control of the equipment for the purpose of validating its installation sod performance. Notwithstanding certification by the Contractor that the equipment has been installed sad is ready for ass, the equipment shall not be doomed installed within the terms of this Contract until such installation is confirmed by the State through testing prescribed by the solicitation document If the test or by perforsanct of other suitable tests mutually t i by both parties as being adequate for this pu Pha11 be dewed installed mueeesafully completed, the equipment and ready for use es of the date of the Contractor's certification. The State shall Susediately begin acceptance testing of the equipment in accordance with the provisions of paragraph S, and shall notify the Contractor in vriting, within five (5) morking days, that the Stott Con urs that the eeosplxst was installed. If the equipment the test. the Contractor shall be notified immediately of the failure, with vrittet confirmation to be provided in not sore than five (S) working 6070, Control of the equipment Shall Imsediacely be Biwa to the Contractor. The equipment shall not tie doomed to be installed until the Contractor re- certifies such Installation and the above- daseribed test In successfully completed, (6) 8scopt as otherwise provided in paragraph 6ao`7b, Ift the Contractor tails to instal, the equipmey the Installation Date, liquidated damages as proscribed 7 shall apply. the event in Taragraph 4�4 TC)T�IL PRSE,9-01E «+ (7) If the nature of the equipment is such that the services of the Contractor are not required for its installation, and the Contractor so states in writing and the State agrees in writing that such Contractor services are not necessary, the Contractor may ship the equipment to the State site. If the equipment arrives not later than five (5) working days prior to the Installation Date, the equipment shall be deemed to have been installed on or before the Installation Date and no liquidated damages shall be paid, irrespective to whether or not the State is successful in installing the equipment without Contractor assistance. If this procedure is used, the State shall make every reasonable effort to install the equipment prior to the Installation Date, and shall confirm such installation in accordance with the procedures set forth in Paragraph 6a(5) above, without requiring a certification of installation as set forth in Paragraph 6a(4) above by the Contractor. If, however, the State is unable to install the equipment, it shall notify the Contractor that Contractor assistance is required. The Contractor shall then assist in the equipment installation and certification that such installation has been accomplished. Software (other than Operating Software) (1) The Contractor shall provide those programming aids, program products, and applications listed on Rider C, on or before the Delivery Dates specified in Rider C, and shall certify to the State that such software has been delivered and is ready for State use. For purposes of this Paragraph, "delivered" also means received by the State, if such software is mailed by the Contractor. (2) If, in the opinion of the Contractor, the services of the Contractor are required to install the software on State equipment, "delivery" of the software, for the purposes of this contract, shall be deemed to include such installation services. (3) In the event the Contractor fails to deliver the agreed -upon software by the dates specified, liquidated damages as prescribed in Paragraph 7 will apply. (4) During the period of this contract, when requested by the State, the Contractor shall furnish any additional software which it has developed or may develop at a future date for general use with the type of equipment listed on Rider 8 and which it furnishes to its customers generally, at the charges generally in effect at that time. 8 (purchase rev. 1, 7/90) Liquidated Damages General The Installation Dates of the equipment set forth in Rider B and the Delivery Dates for software set forth in Rider B and C have been fixed so that the utilization of the equipment and software is consistent with the timing schedules of the State's programs. If any of the units of equipment, with all required operating software, are not installed within the times specified in Rider B, and /or if any of the other software is not delivered to the State within the time limits specified in Rider C, the delay will interfere with the proper implementation of the State's programs, to the loss and damage of the State. From the nature of the case, it would be impracticable and extremely difficult to fix the actual damages sustained in the event of any such delay. The State and the Contractor, therefore, presume that in the event of any such delay the amount of damage which will be sustained from a delay will be the amounts set forth in Riders B and C, and the State and the Contractor agree that in the event of any such delay, the Contractor shall pay such amounts as liquidated damages and not as a penalty. Similarly, a unilateral deferment by the State of equipment installation without appropriate notice or a delay in readying the facility interferes with the installation schedule under which the Contractor is operating, thus resulting in damages to the Contractor. The State and Contractor presume that in the event of such delay, the amount of damage which will be sustained will be the amount set forth in Rider B, and they agree that in the event of such a delay, the State will pay such amount as liquidated damages and not as a penalty. Amounts due the State as liquidated damages may be deducted by the State from any money payable to the Contractor. The State shall notify the Contractor in writing of any claim for liquidated damages pursuant to this paragraph on or before the date State deducts such sums from money payable to the Contractor. b. Equipment Installation Delays Caused by the Contractor (1) If the Contractor does not install the equipment, (designated by the Contractor's type and model number), and special features included with the equipment (or suitable substitutes acceptable to the State), ready for use with all appropriate operating — software, all as listed under Rider B, on or before the Installation Date(s) specified in Rider B, or in the case of the equipment described in Paragraph 6a(7) deliver to the State in time for State installation, the Contractor shall be liable for fixed liquidated damages specified in Rider B, in lieu of all + other damages for such noninstallation. Liquidated damages shall accrue for each calendar day between the Installation Date specified in Rider B and the date the equipment is certified ready for use or 180 calendar days, whichever occurs first. (purchase rev. 1, 7/90) (2) If some, but not all of the machines are installed, ready for use, during a period of time when liquidated damages are applicable, and the State uses any such installed machines, liquidated damages shall not accrue against the machines used for any calendar day the machines are so used. (3) If the delay is more than thirty (30) calendar days, then by written notice to the Contractor, the State may terminate the right of the Contractor to install and may obtain substitute equipment in accordance with the provision of Paragraph 26, "Rights and Remedies of State for Default ". In this event, the Contractor shall be liable for liquidated damages, in the amounts specified above until substitute equipment is installed, ready for use, or for 180 days from the installation date, whichever occurs first. Other Delivery Delays Caused by the Contractor (1) If the Contractor does not deliver all the programming aids, program products, and applications listed on Rider C ready for use in substantial accordance with the Contractor's specifications, on or before the Delivery Dates specified in Rider C, the Contractor shall be liable for liquidated damages in the amounts specified in Rider C, in lieu of all other damages for such nondelivery. Liquidated damages shall accrue for each calendar day between the Delivery Date specified and the actual date of the delivery of such software or for 180 days, whichever occurs first. If the Contractor fails to provide the software listed in Rider C by the specified Delivery Date, but provides suitable substitution of software acceptable to the State, liquidated damages shall not apply to listed software for which substituted software is provided. (2) If the State is unable to use the equipment on the Installation Date because the Contractor failed to deliver the software listed in Rider C by the delivery date specified in Rider C, and Contractor does not furnish suitable substitute software acceptable to the State, liquidated damages for equipment noninstallation as specified in Paragraph 7b(1) shall be paid to the State in lieu of damages for software nondelivery as specified in Paragraph 7c(1). Such liquidated damages shall apply until the State uses the equipment or until the Contractor provides the programming aids or applications which would render the equipment usable, whichever occurs first, but not for more than 180 calendar days. 10 (purchase rev. 1, 7/90) d. Installation or Delivery Delays Caused by the State (1) In the event the equipment cannot be installed because the State has failed to prepare the facility by the Facility Readiness Date specified, the State shall be liable for fixed liquidated damages specified in Rider 8 for each day between the Facility Readiness Date specified in Rider 8 and the actual readiness date, but not to exceed 180 calendar days, in lieu of all other damages for such delay. (2) 'n the event a change directed by the State requires a later installation date of certain equipment and the State has failed to notify the Contractor of the delay at least 90 days prior to the original Installation Date, the State shall be liable, in lieu of all other damages, for liquidated damages as specified in Paragraph 7d(1) for each day between the original Installation Date and the new Installation Date, but not to exceed 180 calendar days. (3) The State shall not be liable for liquidated damages under both Paragraphs 7d(1) and 7d(2) during the same period of time with respect to the same equipment. Acceptance Testing for Equipment (including Operating Software) Acceptance testing is intended to ensure that the equipment acquired operates in substantial accord with the Contractor's technical specifications, is adequate to perform as warranted by Contractor's response to the requirements of the State's solicitation document, and evidences a satisfactory level of performance reliability, prior to its acceptance by the State. If the equipment to be installed includes operating software as listed in Rider B, such operating software shall be present for the acceptance test unless substitute operating software acceptable to the State is provided. Acceptance testing is required for all newly installed EDP systems, subsystems, and individual machines. Unless waived in writing by the State, such testing is required prior to the acceptance of replacement and substitute machines, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period. In accordance with Paragraph 6a(4), the Contractor shall certify in writing to the State when equipment is installed and ready for use, at which time operational control becomes the responsibility of the State. Acceptance testing shall commence on the first State workday following certification, and shall end when the equipment has met the standards of performance (performance criteria) as provided in Rider D for a period of 30 consecutive days. Operation of the equipment to confirm its installation, as provided in Paragraph 6a(5), shall be considered to be a part of the acceptance test. 11 (purchase rev. 1, 7/90) C. In the event the equipment does not meet the standards of performance during the initial 30 consecutive days, the acceptance tests shall continue on a day-to -day basis until the standards of performance are met for 30 consecutive days. d. If the equipment does not meet the standards of performance within ninety (90) consecutive days after the start of the acceptance testing, the State shall have the option to request replacement equipment, extend the performance period or terminate the order (or portions thereof) and seek relief as provided by Paragraph 26, "Rights and Remedies of State for Default ". The State's option shall remain in effect until such time as the equipment meets the performance criteria, or 180 consecutive days after the start of the acceptance testing, whichever occurs first. If the equipment has not met the standards of performance by 180 days after installation, the contract shall be canceled or the defective equipment deleted from the contract and Paragraph 26 shall apply. e. At the request of the Contractor, the State shall make available not only the failed equipment, but also those machines which must be utilized by the Contractor to identify the cause of failure and to accomplish the repair. f. Equipment shall not be accepted by the State and no charges associated with such equipment shall be paid by the State until the equipment has satisfactorily completed the acceptance tests. In addition, if required by Rider 0, no charges shall be paid until specified Contractor - supplied software has been accepted by the State. g. Immediately upon successful completion of the acceptance tests, the State shall notify the Contractor in writing of acceptance of the equipment and authorize appropriate payment. The State shall maintain adequate daily records to satisfy the requirements of acceptance testing. Increments of time shall be measured in hours and whole minutes. 9. Acceptance Testing for Software (other than Operating Software) a. Acceptance testing is required for all contractor - supplied software supplied under this contract and listed on Rider C, including all software initially installed, improved versions (new releases) of this software, any such software which has been altered (modified) by the Contractor to satisfy State requirements, and any substitute software provided by the Contractor in lieu thereof, unless Rider D provides otherwise. The purpose of the acceptance test is to ensure that the software operates in substantial accord with the Contractor's technical specifications and meets the State's performance specifications. The specific procedures for the accomplishment of such tests are contained in Rider D. 12 (purchase rev. 1, 7/90) IN b. When software has been provided and certified in accordance with Paragraph 6b(1), the State shall begin acceptance testing on the first State workday following such certification, as provided in Rider D. C. If successful completion of the acceptance test is not attained within ninety (90) days after the start of the acceptance testing, the State shall have the option to request substitute software, cancel that portion of the contract which relates to the unaccepted software, or continue the acceptance tests. The State's option shall remain in effect until such time as the tests are successfully performed, or 180 days after certification, whichever occurs first. If the acceptance tests have not been successfully performed prior to the expiration of 180 days, that portion of the contract which relates to the unaccepted software shall be canceled, unless both parties agree to the continuation of the tests or to the delivery of substitute software. If the unaccepted software (or its functional equivalent) is crucial to the accomplishment of the work for which the equipment was acquired, and is so identified in Rider D, the State shall have the option of terminating the entire contract in accordance with Paragraph 26, "Rights and Remedies of State for Default ". d. Unless otherwise provided in Rider D, software shall not be accepted by the State and no charges associated with such software shall be paid by the State until the software has satisfactorily completed the acceptance tests. e. Immediately upon successful completion of the acceptance testing, the State shall notify the Contractor in writing of the acceptance of the software and authorize appropriate payment. The State shall maintain adequate records to satisfy the requirements of acceptance testing. Purchase Prices and Payment Schedules a. Purchase prices for equipment under this contract shall be shown in Rider B. The monthly cost to the State for installment payments, if applicable under this contract, shall be in accordance with the appropriate Payment Schedule(s) contained in Rider E. If the operating software is proprietary, the license for its use is contained in Rider G. b. The consideration to be paid Contractor, as provided herein shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. 13 (purchase rev. 1, 7/90) 1; 11 12 13 14 Use of Software and Basis for Payment All software, other than operating software charges for its use, are listed on Rider C. proprietary in nature shall be licensed to accordance with the provisions of Rider G. Rider G, the State shall have unrestricted Maintenance of Equipment to be delivered, with any Each item of software which is the State for its use in Except as may be provided in use of such software. If the Contractor is responsible under this contract to maintain the equipment covered under this contract, the Contractor shall keep the equipment in good operating condition and shall always be responsive to the maintenance requirements of the State. Equipment maintenance shall be provided in accordance with the provisions of Rider F, with the basic monthly maintenance charges, if any, listed in Rider B. Maintenance Services, other than those provided in accordance with Rider F, are outside the scope of this contract. The Contractor agrees, however, to make available for a minimum of 5 years after the installation date, adequate maintenance service. Replacement Parts Availability The Contractor shall indicate in Rider B, the number of years all replacement parts will be available beginning with the installation date. If replacement parts are not available after the expiration of the Rider B period the Contractor when requested by the State will assist the State 1 , , to arrange for its own support by providing the State with whatever documentation is available to Contractor, subject to the conditions and charges, if any, associated with such documentation. Transportation and Installation Transportation (1) Shipments to the installation site shall be the responsibility of the Contractor and shall be made by commercial carrier and by padded van or air freight in consideration for payment of the equipment destination (in) charges shown in Rider B. These charges are exclusive of rigging. If air shipment by commercial carrier is not specified by the State, shipment shall be made by padded van, or Contractor may, at its option, use a premium method of transportation (e.g., air freight), but the State shall pay only the equipment destination charges shown in Rider B. Machines shall be preserved, packed and marked in accordance with Contractor's standard practice. 14 (purchase rev. 1, 7/90) 15 (2) When the State elects to specify air shipment by commercial carrier, written authorization for such method shall be furnished to the Contractor at least 30 days prior to the scheduled shipping date and the State shall pay the air freight charges in lieu of the equipment destination (in) charges shown in Rider B. The Contractor shall furnish copies of the freight bills to substantiate transportation charges billed by the Contractor to the State. (3) Transportation charges for the shipment of empty packing cases shall be paid by the Contractor except when equipment is moved from one State location to another. (4) Prior to acceptance of the equipment, the contractor shall bear the cost of transportation, rigging, and /or drayage whenever equipment is shipped or moved for mechanical replacement purposes unless the replacement was due to fault or negligence by the State. (5) The State shall pay only those rigging costs incurred at the State's location unless otherwise agreed to between the State and the Contractor. b• Installation (1) The State shall furnish such labor as may be necessary for unpacking and placement of equipment when in possession of the State. (2) Supervision of unpacking and placement of equipment shall be furnished by the Contractor during the Contractor's normal working hours without additional charge to the State. Training and Technical Services a. Training The Contractor agrees to provide informal, "hands -on" instruction for experienced personnel in operation of the equipment, at no additional charge to the State, at mutually agreeable times prior to, or subsequent to, equipment installation, for purposes of familiarization. Any additional training to be provided will be as stated in Rider H. b• Technical and Other Personal Services Personal services to be provided by the Contractor to the State, if any, will be as stated in Rider I. (purchase rev. 1, 7/90) 15 16. Invoices and Payments Submission of Invoices The Contractor shall render invoices in triplicate to the name and address listed on Rider A. Invoices for purchases and software fees are not due and payable until successful completion of any applicable acceptance testing. Invoices for services are not due and payable, and do not constitute an obligation of the State, until the month following the month for which charges accrue. Installment payments, if any, shall be in accordance with Rider E payment schedules. Additional Charges If additional charges for maintenance outside the Period of Maintenance Coverage are applicable, the State shall furnish the Contractor an Authorization to Bill, which shall contain sufficient information for the Contractor to compute appropriate charges. Such Authorization to Bill shall be submitted promptly following the end of the month covered by the authorization, and shall be based on appropriate records subject to joint review by the State and the Contractor at the request of either party. Payment The State shall make every reasonable effort to pay invoices as promptly as regular State fiscal procedures permit. Required Payment Date If the Contractor is a nonprofit organization and contract value is less than $500,000, or if the Contractor is a small business, payment is due 30 days from the date the equipment, software or services are received and accepted by the State or 30 days from the date a correct invoice is received in the office specified by the State, whichever is later. Payment is due to any other Contractor 60 days from the date the equipment, software or services are received and accepted by the State or 60 days from the date a correct invoice is received in the office specified by the State, whichever is later. When provision is made for a testing period preceding acceptance by the State, date of acceptance shall mean the date the equipment or software is accepted by the State during the specified testing period. 17. Taxes The State of California is exempt from Federal excise taxes and no payment shall be made for any personal property taxes levied on the Contractor or on any taxes levied on employee wages. The State will only 16 (purchase rev. 1, 7/90) pay for any State or local sales or use taxes on the services rendered or equipment, parts or software supplied to the State pursuant to this contract. 18. Documentation The Contractor agrees to provide to the State, at charges no more than those made by the Contractor to its other customers for similar publications, a reasonable number of all nonproprietary manuals and other printed materials, and updated versions thereof, which are necessary or useful to the State in its use of the equipment or software provided hereunder. The Contractor agrees to provide additional documentation at prices not in excess of charges made by the Contractor to its other customers for similar documentation. If the Contractor is unable to perform maintenance or the State desires to perform it's own maintenance on equipment purchased under this contract, then upon written notice by the State the Contractor will provide at Contractor's then current rates and fees adequate and reasonable assistance including relevant documentation to allow the State to maintain the equipment based on Contractor's methodology. The Contractor agrees that the State may reproduce such documentation for its own use in maintaining the equipment. If the contractor is unable to perform maintenance, the Contractor agrees to License, to use the above noted documentation, any other Contractor that the State may have hired to maintain the equipment. The State agrees to include the Contractor's copyright notice on any such documentation reproduced, in accordance with copyright instructions to be provided by the Contractor. 19. Confidentiality of Data All financial, statistical, personal, technical and other data and information relating to the the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this agreement, or which become available to the Contractor in carrying out this agreement, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the scope of this agreement, or is rightfully obtained from third parties. 17 (purchase rev. 1, 7/90) 20. Major Field Modifications If the Contractor is responsible, under this contract, for the maintenance of equipment under this contract, the Contractor shall provide for on -site field modification of the equipment under the provisions of Rider F. 21. General Indemnity The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses, with the exception of consequential damages accruing or resulting to any other person, firm or corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this contract, and from any and all claims and losses accruing or resulting to any person, firm or corporation which may be injured or damaged by the Contractor in the performance of this contract which are attributable to the negligence or intentionally tortious acts of the Contractor provided that the Contractor is notified in writing within 30 days that the State has knowledge of such claims. 22. Patent. Copyright and Trade Secret Protection a. The Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the equipment or software supplied by the Contractor, or the operation of such equipment pursuant to a current version of Contractor - supplied operating software, infringes a United States patent or copyright or violates a trade secret. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: (1) That the Contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, (2) That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense. b. Should the machines or software, or the operation thereof, become, or in the Contractors's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright, or a trade secret, the State shall permit the Contractor at its option and expense either to procure for the State the right to 18 (purchase rev. 1, 7/90) continue using the machines or software, or to replace or modify the same so that they become non - infringing. If neither of these options can reasonably be taken, or if the use of such equipment or software by the State shall be prevented by injunction, the Contractor agrees to take back such equipment or software, and refund any sums the State has paid Contractor less any reasonable amount for use or damage and make every reasonable effort to assist the State in procuring substitute equipment or software. If, in the sole opinion of the State, the return of such infringing equipment or software makes the retention of other items of equipment or software acqui -ed from the Contractor under this contract impractical, the State shall then have the option of terminating the contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such equipment or software and refund any sums the State has paid contractor less any reasonable amount for use or damage. C. The Contractor shall have no liability to the State under any provision of this Paragraph 22 with respect to any claim °f patent, copyright, or trade secret infringement which is based upon: (1) The combination or utilization of machines furnished hereunder with machines or devices not made or furnished by the Contractor. (2) The operation of machines furnished by the Contractor under the control of any operating software other than, or in addition to, the aforementioned current version of Contractor - supplied operating software. (3) The modification by the State of the machines furnished hereunder or of the aforementioned software. (4) The combination or utilization of software furnished hereunder with non - contractor supplied software. d. The foregoing states the entire liability of the Contractor with respect to infringement of patents, copyrights and trade secrets. 23. Risk of Loss or Damage The State shall be relieved from all risks of loss or damage to the equipment under this contract prior to installation in accordance with Paragraph 6, "Installation and Delivery Dates ", except when such loss or damage is due to fault or negligence of the State. 19 (purchase rev. 1, 7/90) 24. Contractor's Liability for Injury to Persons or Damage to Property a. The Contractor shall be liable for damages arising out of injury to the person and /or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the equipment either at the Contractor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the Contractor. b. Contractor shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the Contractor, or for damage to alterations or attachments that may result from the normal operation and maintenance of the Contractor's equipment. 25. Warranty The Contractor warrants that all machines purchased under this contract when installed will be in good working order and will conform to the Contractor's published specifications. If the Contractor is responsible under this contract to maintain the equipment under this contract, the Contractor will make all adjustments, repairs, and parts replacements necessary to maintain the machines in this condition. Specific warranty provisions are as detailed in Rider A. All machines are supplied subject to these warranties. 26. Rights and Remedies of State for Default a. In the event any equipment, software, or service furnished by the Contractor in the performance of this contract should fail to conform to the specifications therefor, the State may reject the same, and it shall thereupon become the duty of the Contractor to reclaim and remove the same forthwith, without expense to the State, and immediately to replace all such rejected equipment, software, or service with others conforming to such specifications; provided that should the Contractor fail, neglect or refuse to do so the State shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such equipment, software, or service and to deduct from any moneys due or that may thereafter become due to the Contractor the difference between the price named in this contract and the actual cost thereof to the State. b. In the event the Contractor shall fail to make prompt delivery as specified of any equipment, software, or service, the same conditions as to the rights of the State to purchase in the open market and to reimbursement set forth above shall apply, except as otherwise provided in Paragraph 31, "Force Majeure ". 20 (purchase rev. 1, 7/90) C. In the event of the cancellation of this contract either in whole or in part, by reason of the default or breach thereof by the Contractor, any loss or damage sustained by the State in procuring any equipment, software or service which the Contractor therein agreed to supply shall be borne and paid for by the Contractor. d. The rights and remedies of the State provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract. 27. Limitation of Liability a. The equipment shall be under State's exclusive management and control. The State agrees that the Contractor shall not be liable for any damages caused by the State's failure to fulfill any State responsibilities of assuring the proper use, management, and supervision of the machines and programs, audit controls, operating methods, and office procedures, and for establishing all proper checkpoints necessary for the State's intended use of the machines. b. Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the greater of $200,000 or the purchase price stated herein for the specific machines that caused the damages or that are the subject matter of or are directly related to the cause of action. In those instances where Contractor has failed to deliver machines as called for by the Contract, or machines have been returned to Contractor for failure to pass an applicable Acceptance Test, the Limitation of Liability provided above shall not limit any right to recover the "Cost to Cover ". "Cost to Cover" means the cost of procuring a machine or machines of equivalent (not greater) capability, function, and performance, less the Contractor's bid price. The foregoing limitation of liability shall not apply to the payment of costs and damage awards referred to in Paragraph 22, entitled "Patent, Copyright and Trade Secret Protection ", to claims covered by other specific provisions calling for liquidated damages or specifying a different limit of liability, or to claims for injury to persons or damage to property caused by Contractor's negligence. This limitation of liability does not apply to the receipt of court costs or attorney's fees that might be awarded by a court in addition to damages after litigation based on this contract. C. In no event will either the Contractor or the State be liable for consequential damages even if notification has been given as to the possibility of such damages. 21 (purchase rev. 1, 7/90) 28. Disputes Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed of within a reasonable period of time by the Contractor and State employees normally responsible for the administration of this contract shall be brought to the attention of the Chief Executive Officer (or designated representative) of each organization for joint resolution. At the request of either party, the State shall provide a forum for discussion of the disputed item(s), at which time the State Chief of Procurement, or his representative, shall be available to assist in the resolution by providing advice to both parties as to the State of California EDP policies and procedures. If agreement cannot be reached through the application of high level management attention, either party may assert its other rights and remedies within this contract or within a court of competent jurisdiction. The State and the Contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this contract which are not affected by the dispute. 29. Contractor's Power and Authority The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State hereunder harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this contract. 30. Title to Equipment Unless otherwise specified in Rider A, title to the equipment shall remain in the Contractor and assigns, if any, until such time as the full purchase price, applicable taxes and interest charges, if any, are paid to the Contractor. Title to each machine will be transferred to the State when its purchase price, taxes, and associated interest charges, if any, are paid. Title to a special feature installed on a machine and for which only a single installation charge was paid shall pass to the State at no additional charge, together with title to the machine on which it is installed. 31. Force Ma.ieure Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the 22 (purchase rev. 1, 7/90) control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule. 32. Waiver of Breach No term or provision of this contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by an individual authorized to so waive or consent. Any consent by either party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for, any other breach or subsequent breach, except as may be expressly provided in the waiver or consent. 33. Conflict With Existing Law The Contractor and the State agree that if any provision of this contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non - applicability of such provision. Should the offending provision go to the heart of the contract, the contract shall be terminated in a manner commensurate with the interests of both parties, to the maximum extent reasonable. 34. Assignment This contract shall not be assignable in whole or in part without written consent of the State. It is the policy of the State of California to withhold consent from proposed assignments, subcontracts, or novations when such transfer of responsibility would operate to decrease the State's likelihood of receiving performance on the contract. The State does not normally object to the granting of assignments for financial purposes provided that the original Contractor retains all of its responsibilities and obligations under the contract. In the event of any assignment hereunder to which the State has consented, each such assignment shall contain a provision that further assignments shall not be made to any third or subsequent party without additional written consent of the State. 23 (purchase rev. 1, 7/90) 35. Governing Law This contract shall be governed by and construed in accordance with the laws of the State of California. 36. Limitation of Actions No action, regardless of form, arising out of this contract may be brought by either party more than two years after the cause of action has arisen, or in the case of nonpayment, more than two years from the date of the last payment, except where either party (within two years after a cause of action has arisen) provides the other party in writing a notice of a Potential cause of action, disclosing all material facts then known by the notifying party concerning such cause of action, then the notifying party may bring an action based on the matter so disclosed at any time prior to the expiration of four years from the time the cause of action arose. 37. Termination of Contract a. Upon termination or other expiration of this contract, each party will assist the other party in orderly termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, nondisrupted business continuation of each party. b. Prior to the expiration of this contract, this contract may be terminated for the convenience of both parties by mutual consent. C. If the term of this contract extends into fiscal years subsequent to that in which it is approved, such continuation of the contract is subject to the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, Contractor agrees to take back any affected equipment and software furnished under this contract, terminate any services supplied to the State under this contract, and relieve the State of any further obligation therefor. d. State agrees that if the provisions of Paragraph 37c above are invoked, equipment shall be returned to Contractor in substantially the same condition in which it was delivered to the State, subject to normal wear and tear. State further agrees to pay for packing, crating, transportation to Contractor's nearest facility and for reimbursement to the Contractor for his expenses incurred in assisting in such packing and crating. e. The State may terminate this agreement under the provisions of Paragraph 26, "Rights and Remedies of State for Default ". (purchase rev. 1, 7/90) 24 38. Contractor Evaluation In accordance with the California Government Code, contractor performance evaluation will be completed within the guidelines of the State Administrative Manual, Section 1252. The State contracting agency, upon contract completion, will complete and forward the contractor evaluation to the Department of General Services. 39. Assignment of Antitrust Actions The following provision of Government Code Section 4552, 4553, and 4554 (Statutes of 1978, Ch. 414) shall be applicable to the Contractor. "In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. sec. 15) or under the Cartwright Act [Chapter 2 (commencing with section 16700) of part 2 of division 7 of the Business and Professions Code], arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder." "If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover fron the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery." "Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action." 40. Covenant Against Gratuities The Contractor warrants by signing hereon that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the contract or securing favorable treatment with respect to any determinations concerning the performance of the contract. For breach or violation of this warranty, the State shall have the right to terminate the contract, 25 (purchase rev. 1, 7/90) either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract. 41. National Labor Relations Board Certification By signing hereon the Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with Public Contract Code Section 10296. 42. Statement of Compliance The Contractor's signature affixed hereon and dated shall constitute a certification under the penalty of perjury under the laws of the State of California that the Contractor has, unless exempted, complied with the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. 43. Examination and Audit The contracting parties shall be subject to the examination and audit of the State Auditor General for a period of three (3) years after final payment under the contract in accordance with the Government Code Section 10532. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to the costs of administering the contract. (purchase rev. 1, 7/90) 26