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99-144
Resolution No. 99-144 RESOLUTION AUTHORIZING EXECUTION OF A MASTER MAINTENANCE AGREEMENT WITH PRC PUBLIC SECTOR, INC. FOR HARDWARE MAINTENANCE FOR THE COMPUTER AIDED DISPATCH SYSTEM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5 . 02 . 020B( 6 ) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interests of the city; and BE IT FURTHER RESOLVED that Joyce A. Parker, City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a PRC Master Maintenance Agreement on behalf of the City of Elgin with PRC Public Sector, Inc . for hardware maintenance for the Computer Aided Dispatch System, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: May 12 , 1999 Adopted: May 12 , 1999 Omnibus Vote : Yeas 6 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk PRC MASTER MAINTENANCE AGREEMENT - This Agreement is entered into between PRC Public Sector, Inc., a Delaware corporation, with an office at 1500 PRC Drive, McLean, Virginia 22101, hereinafter referred to as "PRC", and City of Elgin, an Illinois municipal corporation, hereinafter referred to as "Customer". I. SCOPE OF AGREEMENT PRC will provide the following services: A. Services provided for by the PRC/Digital Maintenance Sub-Agreement (copy attached), which includes Digital provided maintenance for Digital Hardware, operating system software, and/or certain third party equipment. The above shall be referred to as sub-agreement. II. TERM OF AGREEMENT The term of this Agreement shall commence on , January 1, 1999, and shall continue for a term of five (5) years. III. TERMINATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year by the Customer for payments due under this Agreement for the current or any succeeding fiscal year, and the Customer notifies PRC in writing 90 days in advance of such non-funding, the Agreement shall terminate with no further financial obligation of the Customer with respect to payment of obligations due after 90 days from the date of such notice. IV. TERMS AND CONDITIONS In the event of a conflict, the terms of this Agreement shall take precedence over the terms and conditions of the sub-agreement. V. PRICE AND PAYMENT The Customer shall pay the amount labelled"Total Due,"with respect to the period identified, in Exhibit "A" (attached). Document prepared March 15, 1999 MMK399h.WPD 1 PRC MASTER MAINTENANCE AGREEMENT The Customer and PRC may change the price and payment schedule by mutual agreement in order to add or delete items, or change the level of service for items covered under the PRC/- Digital Maintenance Sub-Agreement. Such changes must be agreed to in writing. The fees for PRC/Digital Maintenance shall be paid monthly in advance. Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the responsibility of the Customer and will be added to the invoices. Payment terms are net thirty(30)days from date of invoice. PRC reserves the right to charge interest for late payments at the rate of one and one-half percent (1.5%) per month. VI. CHANGES/AMENDMENT OF THIS AGREEMENT. The Customer reserves the right to make changes which would include alterations, deviations, • additions to or deletions from the scope of work of this Agreement, as may be deemed by the Customer to be necessary or required for the proper completion of the whole work contemplated. Any such changes will be set forth in an Amendment/Changes Orders to this Agreement which will specify the change in work to be performed and any increase/decrease in compensation due PRC for such work. The Customer and PRC agree that amendments/change orders to this Master Maintenance Agreement shall be in writing and approved by the City Council of the City of Elgin. PRC Public Sector, Inc.: Director Customer Services (Title) Contracts Manager (Title) (Title) Document prepared March 15, 1999 MMK399h.WPD 2 lip PRC MASTER MAINTENANCE AGREEMENT VII. NOTICES Any notice required to be given by the terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, postage prepaid, or courier service to the respective parties as follow: Customer: City of Elgin PRC: PRC Public Sector, Inc. 150 Dexter Court Daniel M. Hiett Elgin, Illinois 50120 Vice President, Contracts Attn: City Manager 1500 PRC Drive McLean, Virginia 22102-5050 VIII. INDEPENDENT CONTRACTOR PRC is an independent contractor under this Agreement, and not an employee or agent of Customer. All payments hereunder shall be made to PRC Public Sector, Inc. No deductions shall be made from the payments provided for under Article V above for any reason including taxes, workman's compensation or insurance. Document prepared March 15, 1999 MMK399h.WPD 3 PRC MASTER MAINTENANCE AGREEMENT IX. ENTIRE CONTRACT This Agreement and attached Sub-Agreement(s) represent the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations,representations, understandings, and agreements, whether written or oral, with respect to the subject matter hereof This Agreement may be amended only by written instrument signed by the parties hereto. CITY OF ELGIN, ILLINOIS PRC PUBLIC SECTOR, INC.: a . Sign ure f Authorized Representative Daniel M. iett Vice President, Contracts J o yc E A A . PA-k K tqt h"'m! 9, Printed Name Date C.ft r/ MAN A G ER_ Title 67/ Date Attested: i$44-421t^"Q City Clerk Document prepared March 15, 1999 MMK399h.WPD 4 PRC MASTER MAINTENANCE AGREEMENT Exhibit "A" Price and Payment: Period No. 1A - January 1, 1999 to June 30, 1999 PRC/Digital Hardware Maintenance $9,501.88 Total Hardware Due, Period No. 1A $9,501.88 Period No. 1B - July 1, 1999 to December 31, 1999 PRC/Digital Hardware Maintenance $9,501.88 Less PRC Discount ($ 950.19) Total Hardware Due, Period No. 1B $8,551.69 Period No. 2 - January 1, 2000 to December 31, 2000 PRC/Digital Hardware Maintenance $20,621.76 Less PRC Discount ($ 2,062.20) Total Hardware Due, Period No. 2 $18,559.56 Period No. 3 - January 1, 2001 to December 31, 2001 PRC/Digital Hardware Maintenance $20,802.35 Less PRC Discount ($2,080.20) Total Hardware Due, Period No. 3 $18,722.15 * This discount is prorated based on acceptance of Phase II software installation July 1, 1999. Upon acceptance, both software maintenance and hardware discount will commence. Document prepared March 15, 1999 MMK399h.WPD 5 PRC MASTER MAINTENANCE AGREEMENT Period No. 4 - January 1, 2002 to December 31, 2002 PRC/Digital Hardware Maintenance $21,772.34 Less PRC Discount ($2,177.20) Total Hardware Due, Period No. 4 $19,595.14 Period No. 5 - January 1, 2003 to December 31, 2003 PRC/Digital Hardware Maintenance $22,762.93 Less PRC Discount ($2.276.30) Total Hardware Due, Period No. 5 $20,486.63 • Document prepared March 15, 1999 MMK399h.WPD 6 PRC/DIGITAL MAINTENANCE SUB-AGREEMENT This Agreement is entered into between PRC Public Sector, Inc., 1500 PRC Drive, McLean, Virginia 22101, (hereinafter referred to as "PRC") and City of Elgin, an Illinois municipal corporation, (hereinafter referred to as "Customer"). PRC is an authorized dealer of computer products, services and distributed software of Digital Equipment Corporation (hereinafter referred to as "Digital"). PRC hereby sells to Customer, the maintenance services of Digital for the described Digital products, appropriate third party products and/or Digital operating system software on the terms and conditions as follows: I. TERM OF AGREEMENT This Agreement shall be valid from January 1, 1999. This Agreement shall be valid for five (5) years from the effective date. This Agreement may be terminated according to the terms of the PRC MASTER MAINTENANCE AGREEMENT. • II. SCOPE OF MAINTENANCE The services to be performed by Digital are as detailed on the Digital Field Service Service Description attached as Exhibit"A"hereto, and made a part hereof, for all purposes. It is understood that PRC is selling the Digital level of service as shown on said Field Service Description. Should Digital at any time alter any of the terms, conditions, or services offered under such Description such changes shall automatically become part of this Agreement. Should Customer not be able to comply with such changes, Customer may terminate this Agreement with ninety(90) days prior written notice to PRC. III. EQUIPMENT SERVICES The equipment, which shall be maintained under this Agreement, is as described on Exhibit "B" attached hereto and made a part hereof, for all purposes. Equipment is eligible for service under this Agreement provided it is in good operating condition and Digital's serviceability requirements and site environmental conditions are met. Document prepared March 15, 1999 hwk399.wpd 1 PRC/DIGITAL MAINTENANCE SUB-AGREEMENT IV. DIGITAL STANDARD TERMS This Agreement is subject to the terms of Digital's current published U.S. Standard Terms and Conditions,a copy of which is attached as Exhibit"C"hereto. Should Digital at any time alter such Standard Terms and Conditions, this Agreement shall be deemed to have incorporated such alterations into Exhibit "C". V. PRC MASTER AGREEMENT This Agreement is subject to the terms and conditions of a PRC Master Maintenance Agreement, and the terms and conditions of such Master Maintenance Agreement shall prevail in the event of a conflict with the terms of this Agreement. Document prepared March 15, 1999 hwk399.wpd 2 PRC/DIGITAL MAINTENANCE SUB-AGREEMENT EXHIBIT "A" to PRC/Digital Maintenance Agreement (See attached Digital Field Service Service Descriptions.) Document prepared March 15, 1999 hwk399.wpd 3 DECsystem/BASIC System Support Service July 1, 1993 Product Description DECsystem Support and BASIC System Support provide on-site hardware support, software usage assistance, advisory and remedial support and the right-to-use new versions of kernel software (Refer to Table A for kernel software definition). Support for software is provided via access to Digital's technical databases and electronic or telephone communications. Eligibility Equipment is eligible for System Support Service provided it is in good operating condition and Digital's serviceability requirements and site environmental conditions are met. Any equipment repairs and/or adjustments Digital determines are necessary in order to meet this eligibility will be made at Digital's Per Call rates and Terms and Conditions then in effect. A properly-licensed Digital software product is eligible for System Support Service upon installation of the software. The equipment and software must be properly maintained at the latest Digital revision level and must contain at least the minimum hardware and prerequisite software specified in the applicable Software Product Description (SPD). Non-conformance to the above requirements may limit support to a best-effort basis and may result in additional charges. All Digital-licensed, Digital-supported, layered software products running on the system must be covered by Layered Product Support. Software Support Service (SSS) extends telephone assistance to the layered products through the three Customer Support Center (CSC) authorized contacts when Layered Product Support (LPS) service is purchased. The Purchaser must be properly licensed in order to be provided the right to use all new versions of the Digital-licensed, Digital-supported software products that are covered by this Agreement which become available during the Agreement term. Layered Product Support extends this feature to Digital-licensed layered products covered by this offering. Digital Responsibilities Basic System Support on Hardware Products Digital will: Perform remedial hardware maintenance on-site during the standard hours of coverage, 8:00 AM to 5:00 PM, Monday through Friday, except locally observed Digital holidays. • Perform scheduled preventive maintenance (if applicable) during the standard hours of coverage in accordance with equipment standards specified by Digital. • Install all applicable FCOs, which in Digital's opinion are required to ensure proper machine operation, during standard hours of coverage. • Provide all labor and materials. • Assign a designated service representative (if applicable) to each account to monitor the equipment's performance and service history. Provide a Site Management Guide (if applicable), which includes contract schedules, procedures, and logs used for recording and evaluating all information pertinent to the operation and care of the equipment. • Provide predictive service tools on applicable Digital systems. Digital may utilize remote diagnosis on those systems which feature remote diagnosis capability. • Respond to a call for remedial hardware service, made during the contracted hours of coverage, on a priority basis over Per Call Service requests. Typical response time is next business day. Decsystem Support On Hardware Products In addition to the services in BASIC System Support Service shown above, Digital will perform the following additional services: • Perform Remedial Maintenance continuously until the problem is resolved. al Ensure that Preventive Maintenance started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. * Ensure that FCO installation started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. • Respond to a call for remedial hardware service as follows: Response Time Road Miles from Designated Systems as Designated in All Others Digital Office the Price List 0 -- 50 2 hours 4 hours 51 — 100 4 hours 4 hours 101 — 200 8 hours 8 hours 201 and beyond 16 hours 16 hours • Provide Advisory and Remedial Support as follows: - Advisory and remedial support is available electronically or via telephone from Digital to assist authorized Purchaser employees in the use of their Digital supported software. This support is to assure the software operates as specified in the applicable Software Product Description (SPD). Access to support is provided as follows: - Electronic Access Via Software Service Tools — The Purchaser may have the option to install or access software service tools, such as DSNlink or DSIN, on their systems to enable on-demand computer to computer communication with Digital or to utilize Tymnet (R) access. - As part of this agreement, Purchasers may use our software service tools to submit service requests, receive service solutions, access patches, receive time-critical information and conduct text searches of informational databases, for all Digital-supported software included in this agreement. - Access to the software service tools available through this agreement is at no charge to the Purchaser. The access method may vary based on the Purchaser's operating system and choice of connectivity modes. - Telephone Assistance --Telephone assistance provides both advisory and remedial support. This includes software usage advice on proper software execution and information on the interpretation of software product technical documentation. Additionally, corrective support to resolve identifiable and reproducible software product problems and escalation to Critical On-Site Support is also provided, if required. • - A toll-free telephone number and a Customer Support Center (CSC) access number will be provided. Three (3) Purchaser employees will be authorized to access the CSC for electronic or telephone assistance. Additional CSC contacts may be purchased to extend access to additional employees. - When Software Node Service is purchased in conjunction with Software Support Service on the same agreement running the same operating system, electronic and telephone assistance will be extended to include coverage of the nodes through the three (3) authorized contacts. Extending electronic and telephone assistance to the node systems is available only when Software Support Service has been purchased on the system with the highest power rating, as listed in the US Systems and Service Price List. - Critical On-Site Support— On-site remedial support may be provided to assist in the resolution of software requests which Digital determines to be critical and cannot be resolved via electronic or telephone assistance. See Exclusions where applicable charges may apply. Purchaser Responsibilities Purchaser will: • Notify Digital immediately of software or equipment malfunction. • • Run any applicable Purchaser-runnable diagnostics prior to notifying Digital of a system malfunction. • Maintain a current backup copy of the operating system and other applicable software programs and data. • Provide the name and telephone number of a Purchaser employee who is authorized to direct and approve activity from the CSC in the event of a critical problem. Have a Purchaser authorized employee present when Critical On-Site support is rendered. '' Notify Digital of changes in the equipment configuration and/or changes to software products installed on the system. • In order for the Purchaser to utilize the DSNlink service tool, a dedicated port, phone line, and modem are required, as well as a Digital Proprietary Service Tools Acknowledgment. Exclusions The following services are not included under this offering: • Software product media and documentation updates. • Reconfiguration of equipment. • Individual software products which have been discontinued or reclassified as"Customer Supported." These products may be withdrawn from service upon one hundred eighty (180) days prior written notice, which notice shall not be issued prior to the end of the first year of service. • Support for any version of software product one hundred eighty (180) days after the release of a subsequent version unless otherwise agreed. Support for past versions can be provided on a best effort basis and applicable charges may apply. • Table A The definition of kernel software is based on the operating system license purchased: 0/S License Purchased Kernel Software Definition OpenVMS Operating System OpenVMS Operating System (QL-001"-") DECnetNAX (Full-Function & End-Node) VAXcluster Software Workstation Software DECwindows MOTIF Fault Tolerant Services Software OpenVMS Operating System Base OpenVMS Operating System Base (Q L-005"-") ULTRIX Operating System ULTRIX Operating System DECneUULTRIX ULTRIX Workstation Software OpenVMS Alpha AXP OpenVMS Alpha AXP Operating System Base Operating System Base DEC OSF/1 AXP DEC OSF/1 AXP Operating System Base Operating System Base In the case of third party software the definition of kernel software is either operating system, networking of other software licensed by Digital or the manufacturer for which there is a corresponding Software Support Service offering in the Digital's US System and Services price list . General Provisions DECsystem coverage is available up to 24 hours per day, 7 days per week, including holidays. Access to electronic database support is available 24 hours per day, 7 days per week. Telephone Assistance for most Digital-supported software products is accessible from the Digital Customer Support Center (CSC) 24 hours per day, 7 days per week. For specific software products where 24 X 7 telephone assistance is not available, support will be available during the normal working hours (8AM -5PM) of the local Digital office, excluding locally observed Digital holidays. Digital's response to electronic or telephone assistance support requests is typically within two (2) hours of receiving the request. Critical on-site support, as determined by Digital, will be provided during the normal business hours of the local Digital Customer Service office, excluding locally-observed holidays. Digital reserves the right to refuse access to Digital's proprietary software service tools. DECservice Node Service (BASIC Node Service) July 1, 1993 Product Description DECservice Node Service and BASIC Node Service provide on-site hardware support and right-to-use new versions of the kernel software. (See table A for kernel software definition) Eligibility Equipment is eligible for Node Service provided it is in good operating condition and Digital's serviceability requirements and site environmental conditions are met. Any equipment repairs and/or adjustments Digital determines are necessary in order to meet this eligibility will be made at Digital's Per Call rates and Terms and Conditions then in effect. A properly-licensed Digital software product is eligible for Node Service upon installation of the software. The equipment and software must be properly maintained at the latest Digital revision level and must contain at least the minimum hardware and prerequisite software specified in the applicable Software Product Description (SPD). All Digital-licensed Digital-supported layered software products running on the system must be covered by Layered Product Support. Digital Responsibilities Basic Node Service On Hardware Products Digital will: '' Perform Remedial hardware maintenance on-site during the standard hours of coverage, 8:00 AM to 5:00 PM, Monday through Friday, except locally observed Digital Holidays. Digital will automatically activate an accelerated back-up plan to involve the necessary technical resources should some extraordinary problem cause repairs to exceed predetermined time limits. • Provide scheduled preventive maintenance (if applicable) during the standard hours of coverage in accordance with equipment standards specified by Digital. • Install all applicable FCOs, which in Digital's opinion are required to ensure proper machine operation, during standard hours of coverage. * Provide all labor and materials. • Assign a designated service representative (if applicable)to each account to monitor the equipment's performance and service history. • Provide a Site Management Guide (if applicable), containing schedules, procedures, and logs used for recording and evaluating all information pertinent to the operation and care of the equipment. • Provide predictive service tools on applicable Digital systems. Digital may utilize remote diagnosis on those systems which feature remote diagnosis capability. • Respond to a call for remedial hardware service, made during the contracted hours of coverage, on a priority basis over Per Call Service requests. Typical response time is next business day. • Decservice Node Service On Hardware Products In addition to the services in BASIC Node Service shown above, Digital will perform the following additional services: • Performed Remedial Maintenance continuously until the problem is resolved. '' Ensure that Preventive Maintenance started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. #' Ensure that FCO installation started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. '' Respond to a call for remedial hardware service as follows: Response Time Road Miles from Designated Systems as Designated in All Others Digital Office the Price List 0— 50 2 hours 4 hours 51 — 100 4 hours 4 hours 101 — 200 8 hours 8 hours . 201 and beyond 16 hours 16 hours Node Service On Software Products * Right to Use New Versions of Software—The Purchaser will be properly licensed for all new versions of the Digital-licensed software products that are covered by this Agreement which become available during the Agreement Term. Layered Product Support extends this feature to Digital-licensed layered products covered by this Agreement. Purchaser Responsibilities Purchaser will: '' Run any applicable Purchaser-runnable diagnostics prior to notifying Digital.of an equipment malfunction. • Maintain a current backup copy of the operating system and other applicable software programs and data. * Have a Purchaser authorized employee present during service. '' Provide the name and telephone number of a Purchaser employee who is authorized to direct and approve activity from the CSC in the event of a critical problem. * Specifically identify as critical a software problem that causes a system outage or prevents users from accessing a major software application. • Notify Digital of changes in the equipment configuration and/or changes to non-Digital software products installed on the system. • Adhere to licensing terms and conditions as outlined in the U.S. Standard Terms and Conditions in regard to the use of Digital's transport tools, including but not limited to, DSNlink software. • Exclusions The following services are not included under this agreement: • Software product media and documentation updates. • Reconfiguration of equipment. • Individual software products which have been discontinued or reclassified as"Customer Supported". These products may be withdrawn from service upon one hundred eighty (180) days prior written notice, which notice shall not be issued prior to the end of the first year of service. • Support for any version of software product one hundred eighty (180) days after the release of a subsequent version, unless otherwise agreed. • Individual hardware products that cannot, in Digital's opinion, be properly repaired due to excessive wear or deterioration. These products may be withdrawn from service upon ninety (90) days prior written notice,which notice shall not be issued prior to the end of the first year of service. General Provisions DECservice coverage is available up to 24 hours per day, 7 days per week, including holidays. Table A The definition of kemel software is based on the operating system license purchased: O/S License Purchased Kernel Software Definition OpenVMS Operating System OpenVMS Operating System (QL-001"-") DECnetNAX (Full-Function & End-Node) VAXcluster Software Workstation Software DECwindows MOTIF Fault Tolerant Services Software OpenVMS Operating System Base OpenVMS Operating System Base (QL-005" ") ULTRIX Operating System ULTRIX Operating System DECneUULTRIX ULTRIX Workstation Software OpenVMS Alpha AXP OpenVMS Alpha AXP Operating System Base Operating System Base DEC OSF/1 AXP DEC OSF/1 AXP Operating System Base Operating System Base Digital Services • Service Des c r i p t ion Media and Documentation Distribution Service DSD No.31.2 Product Description Media and Documentation Distribution Service is designed for Purchasers who receive, through Warranty or Service Agreement,the right to install updated versions of soft- ware and need to receive the media and documentation for the update. Delivery Options • Delivery as Released Any Purchaser may elect to receive the updated version of a software product and documentation covered by Media and Documentation Distribution Service as soon as the new version is released by Digital. •Scheduled Delivery and Consolidation Eligible Purchasers running OpenVMSNAX and layered software may elect to receive • software and documentation updates 2,3 or 4 times a year,and designate the months in which updates will be delivered.Digital will hold all software and documentation updates which release between requested delivery months and deliver them during the third week of the next selected delivery month. Purchasers who elect to schedule delivery of software and documentation updates may request consolidation of the binaries for the layered products.Consolidated updates include binaries for all layered products for which Purchaser has service coverage,and for which a new release is available.Consolidated software binaries are delivered on Purchaser's choice of 1600 BPI magnetic tape or TK50 cartridge,in the correct order for installation. Purchasers who elect to consolidate media may return used TK50 or 1600 BPI magnetic tapes to Digital for disposal.Preaddressed,prepaid shipping envelopes will be provided by Digital. Agreement This Service Description,together with(a)the Digital Equipment Corporation U.S.Standard Terms and Conditions or U.S.Services Terms and Conditions and (b)the duly executed Service Agreement,constitute the entire"Agreement" between the parties with respect to its subject matter. Term This Agreement is effective for an initial term of one(1)year from the Commencement Date as specified in the attached Service Agreement.Thereafter,it may be canceled by either party upon thirty(30)days written notice. Eligibility A properly-licensed DIGITAL or DIGITAL-supported software product with an active Warranty or Service Agreement which provides for license updates is eligible for Media and Documentation Distribution Service. dQgOQ Q • Service Des c r i p t ion OpenVMSNAX customers with an existing Media and Documentation Distribution Service Agreement are eligible for scheduled delivery and consolidation of software updates for any DIGITAL or DIGITAL-supported software covered by this Agreement. Customers may elect scheduled delivery or change delivery dates on the anniversary date of this Agreement.Software added to this Agreement on the anniversary date is eligible for scheduled delivery and consolidation. Digital Responsibilities DIGITAL will provide: New software and documentation releases and interim updates made generally avail- able on designated media. Improvements and enhancements to Software Reference Manuals made generally available. For scheduled delivery,DIGITAL will provide: Shipment of updates according to the schedule selected by Purchaser. Updates are • shipped during the third week of each selected delivery month. Consolidation of software binaries for eligible OpenVMSNAX layered products,when requested by Purchaser.Consolidated kits include: —Media(software updates are loaded on TK50 or 1600 BPI magnetic tape,in the correct order for installation) —Associated product documentation —An index of all updates included in the shipment,with version number. Environmental disposal of used TK50 and 1600 BPI magnetic tape,for Purchasers who elect media consolidation.Postage-paid, recyclable envelopes are provided for return of used media. Exclusions The following services are not included under this Agreement: The right to install or use the software update. Individual software products which have been discontinued or reclassified as "Customer Supported." These products may be withdrawn from service upon one hundred eighty(180) days prior written notice,which notice shall not be issued prior to the end of the first year of service. Updates for any software product which DIGITAL deems not shippable will not be included in the scheduled delivery,but will be mailed separately to the customer when the product is approved for release. The following categories of software are not eligible for media consolidation: • the OpenVMSNAX operating system; • software that does not ship on 1600 BPI magnetic tape or TK50 cartridge; • software for which updates are released on multiple pieces of media(i.e.ALL-IN-1) • software that releases as a set(i.e.DECset). • Service Des c r i p t i o n Where covered by the Purchaser's service agreement,updates for these products are included in consolidated shipments,but on separate media. Digital believes the information in this publication is accurate as of its publication date; such information is subject to change without notice.Digital is not responsible for any inadvertent errors. Printed in U.SA. EC-N0199-76 REL#109i93 10 57 MRO/MKO Copyright 6I993 Digital Equipment Corporation All Rights Reserved. Field Service and Software Product Service • S e r v ice D e s c r i p t i o n VMS Consolidated Software Distribution Service FSD No. 6.0 Product Description VMS Consolidated Software Distribution Service (CONDIST) is a media and documentation distribution service. It is designed for Purchasers who receive through Warranty or Service Agreement the right to install updated versions of the software and wish to receive their media, for the updates, on CDROM. Documentation for the updates will be hardcopy. The CDROM will contain the latest version of the binary code for VAX/VMS and selected Digital Layered Products. CDROM distributions received under this service will be on a periodic basis. Documentation updates will be distributed separately and only when a product is revised. Agreement This Service Description, together with (a) the Digital Equipment Corporation • U.S. Standard Terms and Conditions or U.S. Service Terms and Conditions and (b) the duly executed Service Agreement constitute the entire agreement ("Agreement") between the parties with respect to its subject matter. Term This Agreement is effective for an initial term of one (1) year from the Commencement Date specified in the attached Service Agreement. Thereafter, it may be canceled by either party upon thirty (30) days written notice. The VMS Consolidated Software Distribution Service Agreement must be coterminous with the Warranty or Service Agreement covering the software product. Prices Prices for Services may be adjusted by DIGITAL after the initial term upon ninety (90) days written notice. Geographic Availability VMS Consolidated Software Distribution Service is available in the United States. Eligibility A properly-licensed DIGITAL software product with an active Warranty or Service Agreement that provides for license updates is eligible for VMS Consolidated Software Distribution Service. DIGITAL Responsibilities DIGITAL will provide: (i) new software releases and interim updates made generally available on CDROM. (ii) improvements and enhancements to Software Reference Manuals made generally available. dagaaaNTM Service Description Exclusions The following services are not included under this Agreement: The right to install the software update. Individual software products that DIGITAL decides not to include on the CDROM. Individual software products which have been discontinued or reclassified by DIGITAL as "Customer Supported." These products may be withdrawn from service upon one hundred eighty (180) days prior written notice, which notice shall not be issued prior to the end of the first year of service. Service Options The following options are available for VMS Consolidated Software Distribution Service Purchasers: • Documentation Update Service • On-Line Documentation Termination If either party fails to perform its obligations under this or any other agreement between the parties and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminate this Agreement. EN-01867.12-0000(74K) COPYRIGHT®DIGITAL EQUIPMENT CORPORATION • • Service D e s c r- i • p t i o n Exclusions The following services are not included under this Agreement: The right to install the software update. Individual software products that DIGITAL decides not to include on the CDROM. Individual software products which have been discontinued or reclassified by DIGITAL as "Customer Supported." These products may be withdrawn from service upon one hundred eighty (180) days prior written notice, which notice shall not be issued prior to the end of the first year of service. Service Options The following options are available for VMS Consolidated Software Distribution Service Purchasers: • Documentation Update Service • On-Line Documentation Termination If either party fails to perform its obligations under this or any other agreement between the parties and such failure continues for a period of thirty (30) • days after written notice, the other party shall have the right to terminate this' Agreement. EN-01867-12-0000(74K) COPYRIGHT©DIGITAL EQUIPMENT CORPORATION Customer Services S e r v ice D e s c r i p t i o n BECiervice BASIC Service CSO No. 1.4 PRODUCT DESCRIPTION DECservice and BASIC Service provide on-site hardware support. AGREEMENT This Service Description, together with (a) the Digital Equipment Corporation U.S. Standard Terms and Conditions or U.S. Customer Services Terms and Conditions and (b) the duly executed Service Agreement constitute the entire agreement ("Agreement") between the parties with respect to its subject matter. TERM This Agreement is effective for an Initial Term of one (1) year from the • Commencement Date specified in the attached Service Agreement. Thereafter, it may be cancelled by either party upon thirty (30) days written notice. PRICES Prices for Services may be adjusted by DIGITAL after the Initial Term upon ninety (90) days written notice. GEOGRAPHIC AVAILABILITY This service is available in the United States. Additional travel charges may be applicable in Alaska and Hawaii. ELIGIBILITY Equipment is eligible for this service provided it is in good operating condition and DIGITAL's serviceability requirements and site environmental conditions are met. Any equipment repairs and/or adjustments DIGITAL determines are necessary in order to meet this eligibility will be made at DIGITAL's Per Call rates, and Terms and Conditions then in effect. DIGITAL RESPONSIBILITIES BASIC Service Remedial Maintenance Remedial hardware maintenance will be performed on-site during the standard hours of coverage. DIGITAL will automatically activate an accelerated back-up plan to involve the necessary technical resources should some extraordinary problem cause repairs to exceed predetermined time limits. Preventive Maintenance Scheduled preventive maintenance (if applicable) is provided during the standard hours of coverage in accordance with equipment standards specified by DIGITAL. Field Change Orders (FCOs) DIGITAL will install.all applicable FCOs, which in DIGITAL's opinion are required to ensure proper machine operation, during the standard hours of coverage. Labor and Materials DIGITAL will provide all labor and materials. d8gggaaTM • • • Service D e s c r i p t i o n Parts Replacement parts may be new or refurbished. Replaced parts become the property of DIGITAL. Service Representative A designated service representative (if applicable) is assigned to each account to monitor the equipment's performance and service history. Site Management Guide A Site Management Guide (if applicable), containing schedules, procedures, and logs used for recording and evaluating all information pertinent to the operation and care of the equipment, is provided to Purchaser. Predictive Tools/Remote Diagnosis DIGITAL may provide predictive service tools on applicable DIGITAL systems. DIGITAL may utilize remote diagnosis on those systems which feature remote diagnosis capability. Response Time DIGITAL will respond to a call for remedial hardware service, made during the contracted hours of coverage, on a priority basis over Per-Call Service requests. Typical response time is next business day. Standard Coverage is 8:00 a.m. to 5:00 p.m., Monday through Friday, On-site hardware coverage except locally observed DIGITAL holidays. Zone Charges Equipment located beyond one hundred (100) miles from a designated DIGITAL office is subject to Zone Charge Uplifts as specified in the Price List. DECservice In addition to the services in BASIC service shown above, the following additional services will be performed: Remedial Maintenance Remedial Maintenance will be performed continuously until the problem is resolved. Preventive Maintenance Preventive Maintenance started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. Field Change Orders (FCOs) FCO installation started within the contracted hours of coverage will continue for up to three (3) hours after the contracted hours of coverage. Response Time DIGITAL will respond to a call for remedial hardware service as follows: Road Miles from Response Time Designated Systems as designated DIGITAL Office in the Price List All others 0-50 2 hr 4 hr 51-100 4 hr 4 hr 101-200 8 hr 8 hr 201 and beyond 16 hr 16 hr Service• • D e s c r i p t i o n Optional Coverage DECservice is available up to 24 hours per day, 7 days per week, including holidays. PURCHASER RESPONSIBILITIES Purchaser will: Notify DIGITAL immediately of equipment malfunction. Run any applicable Purchaser-runnable diagnostics prior to notifying DIGITAL of an equipment malfunction. Allow DIGITAL personnel full and unconditional access to all equipment and software. If security restrictions apply to any or all Purchaser systems to be supported by the Agreement, the Purchaser may be required to assume additional responsibilities for maintaining the equipment and/or software. Notify DIGITAL of any potential safety or health hazards that may exist at the site, as well as provide and/or recommend safety procedures to be followed while at the site. Provide at no charge to DIGITAL a reasonably secure work space and storage facilities, supplies and scratch media (including spare tapes and disk packs) as required, and full and unrestricted access to all communications facilities. Maintain a current backup copy of the operating system and other applicable software programs and data. Have a Purchaser authorized employee present during service. Maintain site conditions within the common environmental range of all system devices (and media) as specified by DIGITAL. Provide and bear the cost of DIGITAL-specified modems and/or data sets, when required for systems having remote diagnosis service. These devices will be connected to a dedicated direct-distance-dialing (voice-grade) telephone line, provided and paid for by the Purchaser. • DECompatible Service For the servicing of equipment not manufactured or supplied by DIGITAL, the following applies: Purchaser may be required to furnish at no charge to DIGITAL: (a) such diagnostic aids and test programs as may be developed or used by the original manufacturer or supplier of the equipment in testing to verify that the equipment operates properly; and (b) diagnostic and documentation updates that Purchaser receives for the equipment. All such items furnished by Purchaser shall remain the property of Purchaser. Any Purchaser furnished items in the possession of DIGITAL at the termination of this agreement will be returned to Purchaser in an "AS IS" condition. Enhancements recommended to the Purchaser by the manufacturer to improve reliability, maintainability, and/or safety of equipment, that are supplied to the Purchaser by the manufacturer at no cost to DIGITAL, shall be installed by DIGITAL as part of the service agreement when the affected options are part of the DIGITAL service agreement. • • Service Des c r i p t i o n DIGITAL's installation or servicing of equipment not supplied by DIGITAL neither implies nor warrants the equipment's compatibility with DIGITAL supplied equipment, or compliance with FCC regulations. DIGITAL's installation or servicing of such equipment neither constitutes an endorsement of the equipment, nor a grant of any license under any of DIGITAL's patents, copyrights, trademarks, or trade secrets. Purchaser acknowledges that DIGITAL reserves the right to assign or subcontract to third parties certain services set forth in this Service Description. If this assignment provision is inconsistent with any other term of this Agreement, this provision will prevail. EXCLUSIONS The following maintenance services are not included under this Agreement: Service outside of the contracted hours of coverage. Services which in DIGITAL's opinion are required due to improper treatment or use of the equipment. Services required due to unauthorized attempts by other than DIGITAL • personnel to repair, maintain or modify the equipment. Services required due to causes external to the DIGITAL-maintained equipment. Reconfiguration of equipment. Individual hardware products that cannot, in DIGITAL's opinion, be properly repaired due to excessive wear or deterioration. These products may be withdrawn from service upon ninety (90) days prior written notice, which notice shall not be issued prior to the end of the first year of service. under this or any other 1 N If eitherpartyfails to perform its obligations , TERMINAT 0 agreement between the parties and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminate this Agreement. EN-02001.12.0000(74K) 2/28/90 COPYRIGHT® 1990 DIGITAL EQUIPMENT CORPORATION PRC/DIGITAL MAINTENANCE SUB-AGREEMENT EXHIBIT "B" to PRC/Digital Maintenance Agreement (See attached the listed equipment to be maintained along with model no., serial no. and monthly DEC list maintenance charges). Document prepared March 15, 1999 hwk399.wpd 4 Elgin Police Department-Exhibit"B" Maint. Digital Digital Period I Period 2 Period 3 Period 4 Period 5 Warranty Effective Maintenance Mo.Warranty Monthly List 1/1199 to 1/1/00 to 1/1/01 to 1/1/02 to 1/1/03 to Ilim Model Serial No Description Expiration Pali Level Coverage gia Uplift Price 12/31/99 12/31/00 12/31/O1 J2/31/0Z 12/31/03 (Wan-ty/Maint) 1.000 PB7IB-FA NI54000FSL AlphaSrvr 1000 4/233 OSF 120V 10/31/98 11/1/98 DEC System Support 7 days x 24 t 1 $40.67 $205.67 $2,468.04 $2,591 $2,591 $2,715 $2,838 QL-306AE-AA NAS 200 SV U/A TRAD LIC Warranty QL-Mf4AE-6R Digital UNIX Base ASV1000/200 Warranty 1.001 PB7MA-AC NS00311655 AlphaServer 1000 64MB Memory, 1/1/98 DECservice 7 days x 24 t 1 $17.16 S205.92 S216.22 $216.22 S226.51 $236.81 1.002 VRC15-KA 3N53402416 15"(13.9"Viewable)Monitor NH 1/1/98 DECservice 7 days x24 t 1 $11.44 $137.28 $144.14 $144.14 S151.01 $157.87 1.003 DE425-AA TA50700394 EISA,32 Bit,B.M,PC NIC 1/1/98 DECservice 7 days x 24 t 1 $2.86 $34.32 $36.04 $36.04 $37.75 $39.47 1.004 PBXTL-CA 3D53500560 8GB 5.25"x1.6"HI 4MM Dat Tape 1/1/98 DECservice 7 days x 24 t 1 $42.90 $514.80 S540.54 $540.54 $566.28 S592.02 1.005 RZ26L-VA CX525A7459 1.05GBF 3.5"Dk'ln Mod Carrier 1/1/98 DECservice 7 days x 24 t 1 $10.01 S120.12 S126.13 S126.13 S132.13 $138.14 2.000 PB73C-FA N161 IO0S J AiphaSvr 1000A 4/233 Unix SBB 4/30/99 5/1/99 DECNode Service 7 days x 24 t 1 $25.06 $167.06 $1,436.72 $2,104.96 $2,104.96 $2,205.19 $2,305.43 2.001 PB7MA-CE ASrv1000A 5/300 256MB Memory 7/31/00 8/1/00 DECservice 7 days x 24 t 2 $7.16 $17.16 S171.84 $251.84 $432.43 $432.43 S453.02 3.000 RZ28M-V W CX55016261 2.1 Gbf 3.5"wide HDD in SBB I/1/98 DECservice 7 days x 24 t 1 $20.02 $240.24 S252.25 $252.25 $264.26 $276.28 3.001 PBXRD-CA 8L60401502 600 MB SCSI CDROM 5.25"X 1.6" DECservice 7 days x24 t 1 $10.01 S120.12 S126.13 S126.13 $132.13 S138.14 3.002 PBX-IL-CA 3D60300410 8GB 5.25"x1.6"HI 4MM Dat Tape DECservice 7 days x 24 t 1 $42.90 S514.80 $540.54 $540.54 $566.28 S592.02 3.003 RZ26N-VA CX612219758 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 S120.12 S126.13 $126.13 $132.13 S138.14 3.004 RZ26N-VA CX612219818 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 S120.12 S126.13 S126.13 $132.13 S138.14 3.005 RZ26N-VA CX612219828 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 $120.12 S126.13 S126.13 5132.13 S138.14 3.006 RZ26N-VA CX612219838 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 S120.12 S126.13 S126.13 S132.13 S138.14 3.007 RZ26N-VA CX612220248 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x24 t 1 $10.01 $120.12 S126.13 $126.13 S132.13 'S138.14 3.008 RZ26N-VA CX612220258 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 S120.12 S126.13 S126.13 S132.13 $138.14 3.009 RZ26N-VA CX6I2210318 1 05Gbf 3.5"DK in Mod Carrier DECservice 7 days x24 t 1 $10.01 $120.12 S126.13 S126.13 $132.13 S138.14 3.010 RZ26N-VA 0{612220328 1.05Gbf 3.5"DK in Mod Carrier DECservice 7 days x 24 t 1 $10.01 S120.12 $126.13 S126.13 $132.13 S138.14 3.011 BA350-KB CX612696998 Pedestal Assy,1/2 SCSI,FCCB DECservice 7 days x 24 t 1 $17.16 S205.92 $216.22 S216.22 $226.51 S236.81 3.012 BA350-KB CX6I2697008 Pedestal Assy,1/2 SCSI,FCCB DECservice 7 days x24 t 1 $17.16 S205.92 $216.22 S216.22 $226.51 $236.81 3.013 KZPSA-BB ZG0611971 PCI-HOST BUS ADAPTER(FWD) DECservice 7 days x 24 t 1 $8.58 S102.96 $108.11 $108.11 S113.26 $118.40 3.014 KZPSA-BB ZG60912564 PCI-HOST BLS ADAPTER(FWD) DECservice 7 days x 24 t 1 $8.58 S102.96 $108.11 $108.11 $113.26 $118.40 3.015 DWZZA-VA CX612143668 SCSI Signal Convt-SBB DECservice 7 days x 24 t 1 $8.58 $102.96 $108.11 $108.11 $113.26 $118.40 3.016 DWZZA-VA CX612143858 SCSI Signal Convt-SBB DECservice 7 days x 24 t 1 $8.58 $102.96 S108.11 $108.11 S113.26 $118.40 3.017 DE435-AA AY60635213 PCI Bus,32 Bit,PC MC DECservice 7 days x 24 t 1 $5.72 $68.64 $72.07 $72.07 $75.50 $78.94 3.018 VRCI5-KA 3N60300558 15"(13.9"Viewable)Monitor NH DECservice 7 days x 24 t 1 $11.44 S137.28 S144.14 S144.14 S151.01 S157.87 3.019 KZPSA-BB PCI-HOST BUSADAPTER(FWD) DECservice 7daysx24t 1 $8.58 S102.96 $108.11 S108.11 S113.26 S118.40 3.020 KZPSA-BB PCI-HOSL BUS ADAPTER(FWD) DECservice 7daysx24t 1 $8.58 $102.96 $108.11 S108.11 $113.26 $118.40 4.000 DETMR-DA AS51326727 DECrepeater 90T+,US Can Jap DECservice 7 days x24 t 1 $25.74 S308.88 $324.32 $324.32 S339.77 $355.21 5.000 DSRVH-NA 1 R61029578 DECServer 90M 1 MB Flash No P DECsystem Support 7 days x24 t 1 $53.03 S636.36 S668.18 S668.18 S700.00 S731.81 5.001 DEHUB-BA 1R54505937 DEChub 90 w/PS US,Can,Japan DECservice 7 days x 24 t 1 $8.58 $102.96 S108.11 S108.11 $113.26 S118.40 5.002 DETML-MA TA54600184 DECrepeater 90T-16 Hub Unit DECservice 7 days x 24 t 1 $7.15 $85.80 $90.09 $90.09 $94.38 $98.67 5.003 DENMA-MA 1R55201499 DECagent 90,NO POWER SUPPLY DECservice 7 days x 24 t 1 $7.15 $85.80 $90.09 $90.09 $94.38 $98.67 5.004 DSRVH-NA 1R61029586 DECServer 90M IMB Flash No P DECNode Service 7 days x 24 t 1 $42.03 $504.36 $529.58 S529.58 $554.80 S580.01 6.000 RZ29B-VA EPD60120Q4 4.3GB disk w/snap-in carrier 4/30/98 5/1/98 DECservice 7 days x 24 t 4 $28.60 $1,372.80 $1,441.44 $1,441.44 $1,510.08 $1,578.72 7.000 LA75S-AA TY54081154 Companion Printer,US 120V Basic 5 days x 9 h 1 $12.00 $144.00 $151.20 $151.20 $158.40 S165.60 Document prepared 3/15/99 Exbbl 198 xls Page I Elfin Police Department-Exhibit"B" Maint. Digital Digital Period 1 Period 2 . Period 3 Period 4 Period 5 • Warranty Effective Maintenance Mo.Warranty Monthly List 1/1/99 to 1/1/00 to 1/1/01 to 1/1/02 to 1/1/03 to Jttm MEW Serial No, Jkscriotio0 Expiration Pate Jastl Coverage CITY Uplift Price 12/31/99 12/31/00 12/31/01 J2/31/02 12/31/03 (Warrty/Maint) 7.001 LA75S-AA TY504081156 Companion Printer,US,120V Basic 5daysx9h 1 $12.00 S144.00 $151.20 $151.20 S158.40 $165.60 7.002 LA75S-AA TY54081287 Companion Printer,US,120V Basic 5daysx9h 1 $12.00 S144.00 SI51.20 S151.20 S158.40 S165.60 7.003 LA75S-AA TY54081288 Companion Primer,US,120V Basic 5daysx9h 1 $12.00 S144.00 $151.20 $151.20 $158.40 $165.60 7.004 LA75S-AA TY54081294 Companion Printer.US,120V Basic 5daysx9h 1 $12.00 $144.00 $151.20 $151.20 S158.40 S165.60 8.000 LA424-CA BU54081974 136 Column Printer,US,120V Basic 5daysx9h 1 $28.00 $33600 S352.80 S352.80 S369.60 S386.40 8.001 LA424-CA BU54081983 136 Column Printer,US,120V Basic 5daysx9h 1 $28.00 $336.00 $352.80 $352.80 $369.60 $386.40 9.000 PB7MA-AD NS00325165 AlphaServer 128MB memory DECservice 7 days x 24 t 1 $17.16 S205.92 $216.22 S216.22 $226.51 S236.81 9.001 PB7MA-AD N500325166 AlphaServer 128MB memory DECservice 7 days x 24 t 1 $17.16 $205.92 S216.22 $216.22 S226.51 $236.81 9.002 PB7MA-AD AlphaServer 128MB memory DECservice 7 days x 24 t 1 $17.16 S205.92 $216.22 $216.22 $226.51 S236.81 * 9.003 DSRVH-DA 1R65135953 DECServer 90M Conran Svr 8 In,DEC423 DECNode Service 7 days x 24 t 1 $30.03 S360.36 S378.38 $378.38 S396.40 $414.41 10.001 QT-MT4AA-E8 NI54000FSL DIG UNIX A BAS MDDS CD ROM Media and Docu Svc 7 days x 24 t 1 $46.00 $552.00 $579.60 $579.60 $607.20 $634.80 10.002 QT-306AQ-L9 NAS 200 SV U/A LPS Layered Product Sup 7 days x 24 t 1 $163.00 $1,956.00 $2,053.80 S2,053.80 $2,151.60 $2,249.40 10.003 QT-MT7AM-DC Digital UNIX CONC 2 LIC LPS Layered Product Sup 7 days x 24 t 1 $9.00 $108.00 $113.40 $113.40 $118.80 $124.20 10.004 QT-0SSAE-L9 TruClsr Asv U/A LPS Layered Product Sup 7 days x 24 t 1 $67.00 $804.00 S844.20 $844.20 S884.40 $924.60 11.000 QT-306AQ-L9 NI6I 100ST3 NAS 200 SV U/A LPS Layered Product Sup 7 days x 24 t 1 $163.00 $1,956.00 $2,053.80 S2,053.80 $2,151.60 $2,249.40 Annual Total S19,003.76 S20,621.76 S20,80235 S21,77234 $22,762.93 • Page 2 Document prepared 3/15/99 Exbb1198.xis PRC/DIGITAL MAINTENANCE SUB-AGREEMENT EXHIBIT "C" to PRC/Digital Maintenance Agreement (See attached Digital US Standard Terms and Conditions.) Document prepared March 15, 1999 hwk399.wpd 5 DIGITAL EQUIPMENT CORPORATION U.S.STANDARD TERMS AND CONDITIONS The following are the Terms and Conditions under which Digital Equip- 2.2 Electronic Orders ment Corporation("DIGITAL")sells and licenses Products,Services,and Orders may be placed in writing,via telephone or by electronic Distributed Software in the United States of America. means and are subject to acceptance by DIGITAL.Electronic 1. Definitions transmissions including Electronic Data Interchange ("EDI") 1.1 "Distributed Software"refers to third-party software produce transmissions shall contain information in a specified format in listed in the Price List,including databases,licensed directly to accordance with DIGITAL's policies regarding electronic trans- Purchaser by a third party and identified as such. missions. The parties agree: i) the provisions of the Uniform Commercial Code Section 2-201 (Statute of Frauds)shall not 1.2 "Documentation"refers to manuals,handbooks,maintenance apply to these electronic transactions;ii)these electronic trans- libraries,and other publications listed in the Price List or supplied actions shall be deemed to satisfy any legal formalities requir- with Software or Equipment listed in Price List or supplied in ing that agreements be in writing;and iii)computer maintained connection with Services.The term"Documentation"does not records when produced in hard copy form shall constitute busi- include Software Product Descriptions, Service Descriptions, ness records,and shall be admissible to the same extent as other Software,or Distributed Software. generally recognized business records. 1.3 "Equipment"refers to computer systems(excluding software), 3. Taxes related hardware,accessories,and spare parts listed in the Price Prices and fees are exclusive of and Purchaser is responsible for all List.Equipment may be manufactured using refurbished tom- ponents or may have been used internally for ongoing reliabil- applicable taxes on the sale,license,or use of Products and Distrib uted Software or on the provision of Services,except for taxes based ity testing. Spare parts may be refurbished. on DIGITAL's net income. 1.4 "Price List"refers to the DIGITAL published price list:(i)cep- 4. Delivery plicable to the Products or Services that are the subject of a particular order, and (ii) that is current when the order is ac- Products and Distributed Software will be delivered F.O.B. DIGI- T cepted. TAL's plants.Purchaser will be responsible for constructed transpor- 1.5 "Products"refers to Equipment,Software,and Documentation tation charges,and for insurance at rates in effect at the time an order or other products furnished under these Terms and Conditions, is accepted. Purchaser may elect to provide its own insurance by but not to Services or to Distributed Software. For Software, providing specific written notice to DIGITAL. other licensed Products and Distributed Software, the term 5. Security Interest "purchase"means"license"and the term"Purchaser"means DIGITAL reserves a purchase-money security interest in each Prod- "Licensee". uct delivered and,in the case of authorized resellers,in any proceeds 1.6 "Services"refers to DIGITAL standard software services,equip- of the Product including accounts receivable. Purchaser agrees to ment services and educational services, for which there is a sign upon request, any document necessary to perfect DIGITAL's Service Description, but does not refer to custom services. security interest. 1.7 "Service Descriptions"refers to documents of this name which 6. Payment provide information regarding DIGITAL's and Purchaser's ob- Payment for Products and Distributed Software is due thirty (30) ligations for Services provided under these Terms and Condi- days from the date of delivery,provided Purchaser maintains credit lions. arrangements satisfactory to DIGITAL.Payment for Services and of 1.8 "Software" refers to software products (including databases), fees for which no "delivery" of Products is involved is due upon listed in the Price List,supplied with Equipment,or otherwise receipt of invoice. supplied or developed by DIGITAL including packaged appli- 7. Cancellation and Rescheduling Charges cation software and software supplied in connection with Ser- vices. The term "Software" applies to all parts of Software, Cancellation or rescheduling by Purchaser of an order for Products including Product Authorization Keys ("PAKs"), and to new or Distributed Software thirty(30)days or less prior to the acknowl- versions,new releases,updates,and modifications of Software, edged delivery date will be subject to a charge to Purchaser of five but does not include Distributed Software. The Product Au- percent(5%)of the list price of the Products or Distributed Software thorization Key is a unique series of data elements,generated to a maximum of ten thousand dollars($10,000).Rescheduling of an and provided to Purchaser by DIGITAL,which,when entered order is subject to acceptance by DIGITAL. into the License Management Facility ("LMF") of the VMS Cancellation charges for regularly scheduled courses conducted at a operating system, allows execution of the Software in actor- DIGITAL facility are fifty percent(50%)of the course price if can- dance with the Software License terms. celed fourteen (14) days or less prior to the scheduled start date. 1.9 "Software Product Descriptions" ("SPDs") refers to docu- Cancellation charges may also be incurred as specified in the appli- ments of this name and any addenda thereto which provide cable Service Description in the event of Purchaser's cancellation of Software specifications, warranty, and license information for Services furnished under agreement. Software described therein. 8. Installation 2. Orders,Prices and Fees Products or Distributed Software will be installed by DIGITAL at 2.1 Prices and Fees Purchaser's facility in the United States if the price includes instal- Prices and fees for Products, Distributed Software, and Ser- tation or if Purchaser separately purchases installation services. Availability of installation is specified in the Price List.Installation vices will be as specified in an authorized DIGITAL quotation shall be deemed complete upon the successful execution of DIGI- that is current at the time an order is accepted,or in the absence of a quotation, shall be DIGITAL's standard prices and fees TAL's diagnostic programs.Purchaser is responsible for preparation of a safe and suitable site in accordance with DIGITAL's site speci- specified in the Price List. Fees for licenses and Services for ficatroru. which payment is made periodically may be adjusted by DIGITAL as provided in the Price List or applicable Service Description. EN-01297-15-0000 (A4C) , 9. Warranty DIGITAL shall not have any liability if the alleged infringe- ment is based upon the use,license or sale of the Equipment, 9.1 Equipment Software or Documentation in combination with other products Equipment is warranted by DIGITAL to Purchaser against (including software) not furnished by DIGITAL. DIGITAL defects in workmanship and material during the applicable DISCLAIMS ALL OTHER LIABILITY FOR VIOLATION, warranty period. MIS-APPROPRIATION OR INFRINGEMENT OF INTEL- 9.1.1 The warranty period for Equipment is as specified in the LECTUAL PROPERTY RIGHTS, AND FURTHER D1S- Price List.The period begins on the date installation is CLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSE- completed,or upon delivery if the Equipment is cus- QUENTIAL DAMAGES. tomer installable.If DIGITAL is prevented from install- 10.2 Patent License ing Equipment by causes beyond its control for more For Equipment which has a UNIBUS or Q-BUS interconnec- than thirty (30) days from the date of delivery, the tion bus,DIGITAL grants to Purchaser a non-transferable li- warranty period will commence on the thirtieth(30th) cense under U.S. Patent 3,815,099, effective on DIGITAL's day after delivery. acceptance of Purchaser's order for the Equipment,to manu- 9.1.2 The location and manner of warranty services are speci- facture,but not to have manufactured,up to ten(10)Devices fled in the Price List. (as defined below)for connection to the Equipment through the 9.2 Software bus,and to use or,to the extent that Purchaser is authorized by DIGITAL to resell the Equipment under a written agreement DIGITAL warrants to Purchaser that Software designated as and any applicable addendum thereto,to sell a system contain- warranted in the SPD or the Price List will conform to the SPD ing the Equipment and the manufactured Devices. The term applicable to the Software at the time an order is accepted.The "Device" means a memory or peripheral unit adapted to be term of the warranty and the manner in which DIGITAL will directly connected to the bus,or an interface for a memory or remedy any non-conformance is specified in the SPD or the peripheral unit enabling it to be connected in such a way that Price List.All other Software is provided "as is". DIGITAL the connected memory or peripheral unit is covered by one or does not warrant that the execution of Software shall be unin- more claims of U.S.Patent 3,815,099. terrupted or error free. 11. Software License 9.3 Distributed Software and Documentation Purchaser receives no right to use any Software except by a grant of DIGITAL does not warrant Distributed Software or Documen- a Software License by DIGITAL.Title to the Software shall remain ration,both of which DIGITAL provides"as is".Certain Dis- in DIGITAL.These Terms and Conditions govern the License granted tributed Software is warranted by the third party. by DIGITAL to Purchaser and Purchaser's obligations thereunder. 9.4 Limitation of Warranty 11.1 Grant of Software License The warranties provided in Subparagraphs 9.1 and 9.2 are On DIGITAL's acceptance of Purchaser's order for a Software limited warranties and do not apply to: License, DIGITAL grants Purchaser a Software License as a) any Products, other than Equipment or Software, which provided below.DIGITAL grants no Software Licenses what- may be sold or licensed by DIGITAL.These Products are soever,either explicitly or implicitly,except by acceptance of sold or licensed"as is",or are warranted directly to Pur- an order for a Software License. For Software supplied by chaser by a third party,or DIGITAL with Equipment or in connection with Services(ex- cept the Software indicated in paragraph 13)or for packaged b) conditions resulting from improper use of the Equipment applications software, Purchaser's order for Equipment or or Software or operation of the Equipment outside the Services or the packaged application software shall constitute specified environmental conditions,or the order for a Software License. c) conditions resulting from causes external to the Equipment Storage media which Purchaser received from DIGITAL may or Software after delivery,or contain certain Software for which DIGITAL has not accepted d) conditions resulting from modifications to Equipment or an order from Purchaser for a Software License.If Purchaser Software other than modifications made by DIGITAL,or desires to license this Software, Purchaser must obtain the e) Equipment from which DIGITAL's serial numbers have appropriate Software Licenses from DIGITAL. been removed. Purchaser agrees to comply with and not deliberately modify or 9.5 Service Warrant make inoperable any feature which is incorporated in the Soft- tY ware to prevent access to unlicensed Software. DIGITAL warrants that Services will be provided in a work- • I1 2 Standard License Terms manlike manner in accordance with the Service Description applicable at the time of order. 11.2.1 Software Execution 9.6 Remedies Purchaser may execute the Software on the Licensed Purchaser's remedies for DIGITAL's obligations under Para- Processor only and may load,copy or transmit the Soft- graph 9 are as set forth in Paragraph 15. ware,in whole or in part,only as necessary for execu- tion on the Licensed Processor,except that Purchaser 9.7 Disclaimer of Warranties may execute the Software(except diagnostic Software) THE ABOVE WARRANTIES ARE THE EXCLUSIVE WAR- on another single processor or equipment configuration RANTIES,AND NO OTHER WARRANTY, EXPRESS OR on a temporary basis during a malfunction which pre- IMPLIED, SHALL APPLY. DIGITAL SPECIFICALLY DIS- vents execution of the Software on the Licensed Proces- CLAIMS THE IMPLIED WARRANTIES OF MERCHANTA- sor, and may load, transmit, or copy the Software as BILTTY AND FITNESS FOR A PARTICULAR PURPOSE. necessary for such temporary execution. . 10. Patents and Copyrights Purchaser may make archival copies of the Software as provided in the Copyright Law of the United States. 10.1 Defense and Indemnification Purchaser agrees to reproduce DIGITAL's copyright DIGITAL shall defend,at its expense,any claim(including any and all other legal notices,including but not limited to suit)brought against Purchaser alleging that any Equipment, other proprietary notices and notices mandated by Software or Documentation furnished hereunder infringe a governmental entities,on all complete or partial copies United States patent,copyright,or mask work right,and shall or transmissions of the Software. pay all costs and damages finally awarded,provided that Pur- chaser gives DIGITAL prompt written notice of such claim, The Licensed Processor is the processor or equipment and information,reasonable assistance and sole authority to de- configuration ordered with the Software License,or if fend or settle the claim. In the defense or settlement of the the Software License is ordered separately,is the pro- claim,DIGITAL may obtain for Purchaser the right to continue censor or equipment configuration on which the Soft- usingthe Equipment, Software or Documentation replace or ware is first executed pursuant to the license grant.In the PT n the case of Licenses designated to a VAXCluster,the Li- becomemodify Equipment, Software or Documentation so they tensed Processor shall include anyprocessor within a non-infringing,or,if such remedies are not reasonablySoware ofprocessors co-operating under a VAXCluster available,grant Purchaser a credit for the Equipment.Software group pe 8 or Documentation as depreciated and accept their return. software product. Software usage may not exceed the License Rating and/ 11.3.4 Tenn.in Price List or Software Product Description or the number of users for which Purchaser is licensed. For ,tr SoftN,:re Licenses additional or modified theePrice List. mayPPy License Ratings and number of users are as specified in terms apply as indicated and/or referenced in the Price List,the applicable SPD or Service Description. 11.2.2 Modification and Merger 11.4 License Termination Purchaser may i) modify the Software (in machine Purchaser's License shall continue unless terminated as pro- readable form only),or ii)merge modified Software or vided herein. unmodified into other Software, to form adaptations intended solely for execution by Purchaser on the Li- DIGITAL may terminate any Licenses granted and any Soft- censed Processor.Any part of the Software included in ware orders placed hereunder if Purchaser neglects or fails to such adaptations will continue to be subject to these perform or observe any of its obligations to DIGITAL under Terms and Conditions. these Terms and Conditions,and such condition is not remedied •11.2.3 Access to Software within thirty (30)days after written notice has been given to Purchaser. Purchaser may make the Software available to its Termination,whether by DIGITAL or Purchaser,shall apply to and agents to the extent needed to exercise all versions of the Software Licensed for execution on the its its License hereunder. Licensed Processor. The Software Product Authorization Key ("PAK") if Before any termination by Purchaser becomes effective, and provided with the Software must be used to install the in the event of any termination by DIGITAL,Purchaser shall; Software on the Licensed Processor. i)return to DIGITAL any License certificate or PAK furnished 11.2.4 Personal, Non-exclusive Licenses by DIGITAL.ii)destroy all copies of all versions of the Soft- Purchaser's License is personal and non-exclusive,and ware in Purchaser's possession,and iii)remove all portions of may not be transferred without DIGITAL's express all versions of the Software for any adaptations made by pur- consent, except as provided in DIGITAL's Software chaser and destroy such portions and iv)certify in writing that License Transfer policy stated in the Price List in effect all copies,including all those included in Purchaser's adapta- at the time of the transfer. tions,have been destroyed. 11.2.5 Record Maintenance 11.5 Distributed Software Purchaser shall maintain records which identify a)the Distributed Software is licensed in accordance with the Terms Licensed Processor on which the Software is executed, and Conditions of the third-party license agreement accom- and b)the corresponding Software License granted by Panting the Distributed Software. Purchaser shall not load, DIGITAL which authorizes such execution. For Prod- execute,modify,copy,disclose,transfer,or otherwise use the ucts requiring PAKs for execution, entering the data Distributed Software except as provided in the applicable third - from the PAK into the License Management Facility party license agreement. ("LMF")shall satisfy this requirement. Upon request, 12. Reservation of Property Rights Purchaser shall make records available to DIGITAL 12.1 The purchase or license of DIGITAL Products does not convey within a reasonable period of time. any right to combine or connect DIGITAL Products,protocols, 11.2.6 License Limitation, Reverse Engineering or system architectures with products other than Authorized Software is proprietary to DIGITAL. DIGITAL trans- Products where DIGITAL has one or more patents covering fers no title to or ownership of any Software to Pur- such combination or connection.Authorized Products are: (i) chaser or to third party.Except as explicitly set forth in products covered by an express license between DIGITAL and these terms and conditions,Purchaser shall not execute, Purchaser, (ii) products distributed directly or indirectly by use,copy or modify the Softwarg nor disclose any part DIGITAL,or(iii)products distributed directly or indirectly by of the Software,including the information contained in any Licensee of DIGITAL whose license includes the right to the PAK. resell or sublicense such products. Purchaser shall not decompile or reverse assemble the 12.2 Except as expressly set forth in these Terms and Conditions, Software, or analyze or otherwise examine the Soft- DIGITAL grants no right, title, or interest in its intellectual ware,including any hardware or firmware implements- property rights to Purchaser. tion of the Software for the purpose of reverse engineer- 13. Maintenance Material ing. Diagnostic Software, Documentation, equipment or other material 11.3 Additional License Terms used by DIGITAL in the performance of installation, warranty,or Services may be furnished with Products or stored at Purchaser's If purchaser orders certain Software Licenses, additional or modified terms may apply as indicated or referenced below: facility.DIGITAL grants no title or license to such material,and it remains the exclusive property of DIGITAL. Purchaser agrees to 113.1 Sources properly secure such material and not to use it in any manner or make Additional terms apply to all Software License orders it available to third parties without DIGITAL's prior consent. for Source Code Software. Purchaser must execute an 14. Export appropriate Source License Agreement to obtain a Purchaser hereby acknowledges that it will not export any DIGITAL License for Source Code Software. Products,Distributed Software or technical data(e.g.,any technical 113.2 New Versions information relating to Products or Distributed Software,written or All Software updates whether described as updates, otherwise),or any product incorporating Products,Distributed Soft- new releases, new versions, modifications, or cotrec- ware, or DIGITAL technical data, without first obtaining required tions may only be executed on a processor that is validly U.S. Government export licenses. Purchaser further acknowledges licensed for a previous version of the Software. Any that it is knowledgeable about U.S. Government export licensing such updates,new releases and/or new versions shall be requirements or that it will become so prior to engaging,directly or licensed subject to these terms and conditions. indirectly,in any export transaction involving Products,Distributed 11.33 Periodic Payment Licenses Software,or DIGITAL technical data Software Orders specifying a Periodic Payment License require payment of initial fees and ongoing periodic fees. Purchaser may terminate a Periodic Payment License effective at the end of any payment period on ninety(90)days prior written notice to DIGITAL. 15. 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If DIGITAL fails to perform its warranty or service re- • and Conditions and are provided to Purchaser,or if not provided,are sponsibilities,or if Purchaser has any other claim related Prod- available to Purchaser on request. DIGITAL's acceptance of Pur- ucts or Services purchased or licensed from DIGITAL, Pur- chaser's order will form an agreement subject only to these Terms chaser shall be entitled to recover only direct damages and only and Conditions. These Terms and Conditions will supersede any up to the limits set forth in Subparagraph 15.3. previous communications,representations,or agreements by either 15.3 DIGITAL'S LIABILITY TO PURCHASER FOR ANY CAUSE per'whether verbal or written including any terms and conditions WHATSOEVER SHALL BE LIMITED TO THE GREATER on Purchaser's order.Any modification to these Terms and Condi- OF ONE MILLION DOLLARS (51,000,000.00) OR THE tions must be in writing and signed by authorized representatives of PURCHASE PRICE PAID TO DIGITAL FOR THE PROD- DIGITAL and Purchaser.This Agreement is governed by and con- UCTS AND SERVICES THAT ARE THE SUBJECT OF strued under the laws of Massachusetts. PURCHASER'S CLAIM.THIS LIMITATION WILL APPLY REGARDI FSS OF THE FORM OF ACTION, WHETHER CONTRACT OR TORT, INCLUDING WITHOUT LIMITA- TION NEGLIGENCE. THE FOREGOING LIMITATION DOES NOT APPLY TO DAMAGES RESULTING FROM PERSONAL INJURY CAUSED BY DIGITAL'S NEGLIGENCE. 15.4 IN NO EVENT WILL DIGITAL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA OR USE, LOST PROFITS OR ANY INCIDENTAL OR CONSEQUEN- TIAL DAMAGES. 15.5 Any action against DIGITAL must be brought within eighteen (18)months after the cause of action arises. 16. General Provisions DIGITAL Products are manufactured for standard commercial uses and are not intended to be sold or licensed for use in critical safety systems in nuclear facilities. DIGITAL may require additional con- tractual safeguards for nuclear, mass transportation, and aviation applications. f1/89 ,0 OF Et ( M ) City of Elgin Agenda Item No. PRATED�'- March 5, 1999 TO: Mayor and Members of the City Council FROM: Joyce Parker, City Manager SUBJECT: Maintenance Agreement for CAD with PRC Public Sector, Inc. PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider an Agreement Amendment with PRC Public Sector Inc . for maintenance of the Police and Fire Computer Aided Dispatch System (CAD) . BACKGROUND The City entered into an agreement with PRC Public Sector, Inc . on March 30, 1995, to provide a Computer Aided Dispatch System for the City of Elgin. The CAD system became operational in December of 1997 with a full one-year warranty. The warranty period on the hardware has now expired and it is desirable to enter into a maintenance agreement with PRC for the care of this equipment . There are two maintenance contracts for the CAD System, one for hardware maintenance and the second agreement for software maintenance . Both agreements have been negotiated for a five-year period to coincide with the five-year planning budget developed for the E911 fund. The hardware maintenance agreement period would begin January 1, 1999, as the warranty period on the hardware has now expired. The software mainte- nance agreement period would begin July 1, 1999, when the warranty on the software expires after acceptance of Phase II of the CAD System. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED The maintenance contracts have been reviewed by the City' s CAD committee comprised of representatives from the Communications Division, the Police Department, Fire Department and Informa- tion System Department . All members agree that this is the best way to get the best system for the City in the most timely manner and best cost . The Emergency Telephone System Board approved the expenditure at their meeting on January 21, 1999 . Maintenance Agreement with PRC Public Sector, Inc March 5, 1999 Page 2 FINANCIAL IMPACT �r The cost for the hardware maintenance for the first year will equal $18 , 054 with costs over the five-year period totalling $95, 417 . The cost for the software maintenance for the first year will equal $25, 000, with costs over the five-year period totalling $133 , 750 . Funds are currently available for the first year expenses in account number 220-0000-791 . 40-08 . Future years ' expenses will need to be budgeted accordingly. LEGAL IMPACT The proposed agreements must be reviewed by the Legal Depart- ment . The proposed agreements also require an exception to the procurement ordinance pursuant to Elgin Municipal Code Section 5 . 02 . 020B (6) . ALTERNATIVES The City may choose to proceed without a hardware maintenance agreement . All service on a time and materials basis could be paid at an hourly rate of a minimum of $230/hour. There would be no guaranteed responses time by the vendors to repair the problem or continuous on-site support while a failure condition existed. Additionally, it would be the City' s responsibility at the onset of a failure condition to determine the type of failure condition and then contact the correct vendor to can be a time-consuming it . This process because of the complex nature of the software application and hardware configuration that could delay getting the failure condition corrected and the system back up. RECOMMENDATION It is recommended that the Mayor and City Council approve entering into the agreement with PRC Public Sector Inc . , for service on the CAD System. R ectfully submit ' d, a • Jode A Parker City Manager JB/jb Litton PRC PRC Public Sector,Inc. 225 West Washington Street Suite 700 Chicago,IL 60606-3413 312-236-2444 Fax 312-236-2499 February 8, 1999 • Lori Moses,Director Elgin Emergency Communications Elgin Police Department 151 Douglas Ave Elgin,Illinois 60120-5555 RE:PRC Hardware Maintenance Agreement Dear Lori: Please be advised the quote for the Master Maintenance Agreements,which Alma Sayles sent to you on December 14, 1998,is still valid and will remain in effect for sixty(60)days from the above date. You inquired on the typical maintenance services the Communication Center would require in the absence of the Maintenance Agreement, as well as any associated hourly costs for such services. Generally,each piece of hardware detailed in the maintenance agreement has varying degrees of individual maintenance and support issues that create'failure'conditions(which may or may not be caused by other components, such as operating or application level software). Without a maintenance agreement in place,Elgin would be in a position of determining the failure condition and contacting the appropriate vendor. All such contacts are then subject to a'time&materials' coverage,with no guaranteed response time or no continuous on-site support while failure conditions exist. Typical cost for such coverage begin at no less than$230.00 per hour,based on normal business hours(M-F; 9 to 5). Generally,there is a minimum charge of 2 hours for T&M calls during normal business hours,and a minimum of 4 hours for all other times. Should you have any questions,please call me at(312)795-3602. Sincerely, -11 Lawrence E.Eby Project Manager Cc: Alma Sayles Mike Poth, V.P. Customer Service Daniel M.Hiett • Q P PRC Public Sector,Inc. 135 Main Street 1 �1 lL Suite 1900 San Francisco,CA 94105-1816 415-281-4600 Fax 415-281-4686 December 14, 1998 • Lori Moses • Emergency Communications Director City of Elgin 151 Douglas Avenue Elgin,IL 60120-5555 Dear Lori: PRC Public Sector,Inc.is pleased to provide your agency with two(2)revised Master Maintenance Agreements for both software and hardware for a period of five(5)years. The PRC software maintenance agreement will commence 30 days after reliability testing of Altaris CAD Phase II. Currently this is being projected by Lawrence Eby,PRC's Project Manager, as being implemented in May, 1999 with reliability testing commencing June 1, 1999. Based on 30 days of testing,and upon acceptance,the maintenance for Altaris CAD software will commence July 1, 1999. Currently there are no dates associated with the costs for Periods 1 through 5 of the agreement. If the acceptance of Phase II occurs June 1, 1999 then Period 1 will commence July 1, 1999 through June 30,2000. The PRC hardware maintenance agreement will commence January 1, 1999. Please note that the hardware discount has been prorated for Period 1. The first six months,Period 1 A,does not reflect a 10%discount.Discounts for maintenance are based on the purchase of support for both software and hardware.Upon the anticipated acceptance of Phase II software on July 1, 1999,the discount will apply as reflected in Period 1B. This quote is valid for sixty(60)days from the above date. Please review the hardware contract and if it meets with your approval,please have it executed and returned to me at your earliest convenience. Once the software has been accepted,please notify me and I will insert the necessary dates in the contract to commence the software maintenance. Lori,if you have any further questions or comments,or if I can assist you in any way,please feel free to call me at 800-421- 7773,ext.4645. Th ^you,.zince ly /l Alma Sayler Service Agreement Specialist cc: Daniel M.Hiett Mike Poth,V.P. Customer Service Lawrence Eby George Crawford