AGREEMENT - UNISYS
.
UNISYS
I
I
RECEIVED
SEP 15 1988
ell '\7 C'LC'f;K/'
11 L....\",
State and Local
Government
Agreement number
I r.f/1700 f7
Customer name and mailing address
City of Clearwater
P.O. Box 4748
lQ-.g...-~-&S~j,-iAA3./ IJ
Clearwater, Florida 34&16 34618~~
6000795 (2/88)
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Unisys will sell and license Products and se,' es and Customer agrees to purchase and license tlse Products and Services under the following
terms and conditions:
- -
6. Taxes
6,1 Customer will pay any tax Unisys becomes obligated to pay by virtue of this
Agreement, exclusive of taxes based on the net income of Unisys,
6,2 All personal property and similar taxes assessed after shipment will be paid by
Customer.
1, Definitions
1,1 Software means the object code version of computer programs and any related
documentation, excluding maintenance diagnostics, Software also means the
source code version, where provided by Unisys.
1,2 Products means equipment, Software, documentation, including manuals, and
education materials,
1.3 Software Processing Unit ("SPU") means equipment which controls and exe-
cutes Software,
1,4 Services means all forms of installation, maintenance and support for the
Products, systems services and education,
1,5 Proprietary Information means Software, documentation, including manuals,
and any other information confidential to Unisys or its licensors,
1.6 Installation Date means the date Unisys completes installation (as determined
by Unisys) or, if equipment or Software is to be installed by Customer, the tenth day
following shipment.
2, Effective Date
This Agreement will become effective when signed by duly authorized representa-
tives of both parties and will continue in effect until terminated according to its
terms.
3. Schedules - Ordering Procedure
3,1 Unisys will furnish to Customer and Customer will accept and pay for the
Products and Services itemized on the following schedules which, together with the
terms on the Schedules, are an integral part of this Agreement.
Schedule Name
A Equipment Sale
B Equipment Maintenance Services
C Software Licenses and Support Services
D Systems Services
All references to Products and Services in this Agreement are to the Products and
Services listed on the Schedules and on any Schedules submitted to and accepted
by Unisys pursuant to Section 3,2
3,2 Customer may order additional Products and Services under this Agreement by
submitting properly completed Unisys Schedules, All Schedules will refer to this
Agreement by number and will be signed by Customer, All education lecture courses
must be ordered on a Customer Course Enrollment Application,
3,3 All orders are subject to acceptance by Unisys, and the Unisys policies and
charges in effect on the date of acceptance will apply, Acceptance by Unisys will be
effective when communicated in writing to Customer. The receipt or deposit by
Unisys of Customer down payment will not constitute acceptance of an order, Any
down payment received from Customer will be returned if the order is not accepted
by Unisys,
4, Delivery and Installation
4.1 Unisys will arrange for delivery of Products and Customer will pay fortransporta- .
tion in accordance with the Unisys published transportation charges in effect at the
time of delivery or, if Unisys has not published any such charges, Customer will pay
Unisys for transportation charges actually incurred,
4.2 Unisys will provide Customer with one copy of the then current user documenta-
tion for use with the Products ordered and environmental specifications for equip'
ment, where applicable. Prior to delivery of equipment, Customer will prepare the
installation site and will continue to maintain the installation site in accordance with
such specifications,
4,3 Customer will install all items of equipment with the designation "Y" in the
Customer-Installable column, when there is no charge listed in the Installation
Charge column of Schedule A. Unisys will install all other items of equipment.
Customer will install all items of Software other than those for which a fixed
installation charge is indicated on Schedule D,
4.4 Customer may arrange for installation by Unisys of Customer-installable Pro-
ducts, subject to the then current standard Unisys charges and conditions,
4.5 If additional labor and rigging is required for installation due to Customer's
special site requirements, Customer will pay those costs including costs to meet
union or local law requirements,
5, Payment
5,1 Charges for Products will be invoiced upon shipment.
5,:2 Charges for Equipment Maintenance Services and Software Support Services
will be invoiced in advance, monthly or annually, or at other periodic intervals
indicated in the applicable Schedule following the Installation Date; otherwise,
charges will be invoiced after the services are performed,
5,3 Charges for Systems Services will be invoiced as the services are performed,
5,4 All charges must be paid no later than 30 days from invoice date. Unisys may
impose a late payment charge equal to the lesser of (a) 1-111% per month or( b) the
maximum rate allowed by law.
5.5 Additional charges may apply to services rendered outside contracted hours or
bevond normal coverage at Customer's request, e.g, travel expenses, premium and
mi1imum charges, .
7. Price Protection
7,1 The charges for Products in any accepted order will remain firm through delivery,
unless through no fault of Unisys shipment takes place more than one year after the
date of the order. If Unisys notifies Customer that an increase in charges will apply to
its order, Customer may terminate the affected part of its order by giving written
notice to Unisys within ten days of the date of notification of the increase,
7,2 Equipment Maintenance Services charges will not be.increased during the first
twelve months following the commencement date of service, but may be Increased
thereafter upon 90 days' prior written notice to Customer,
7,3 Charges for Software Licenses, Software Support Services and Systems Servi-
ces will not be increased during anyone-year term, but may be Increased prior to any
subsequent term upon 90 days' prior written notice to Customer, If Software or
services are contracted on a month-to-month basis the charges may be Increased at
any time following 90 days notice,
8, Security Interest
Unisys reserves a purchase money security interest in equipment until payment in
full is received for all equipment delivered to Customer and, for that purpose, th IS
Agreement is a security agreement. Upon request by Unisys, Customer will execute
the necessary financing statements; alternatively, Unisys may file this Agreement or
a copy of this Agreement to perfect its security interest. If this Agreement or a copy
of it is filed, information concerning the security interest may be obtained from
Unisys at the address stated in Section 20,
9, Customer's Operational Responsibilities
9.1 Customer acknowledges it has independently determined that the Products and
Services ordered under this Agreement meet its requirements,
9,2 Customer has sole responsibility for use of the Products, including operating
procedures, audit controls, accuracy and security of input and outp~t data, restart
and recovery routines, and other procedures necessary for Customer 5 Intended use
of the Products,
9,3 Customer will ensure that its personnel are, at all times, educated and trained in
the proper use and operation of the Products and that the Products are used in
accordance with applicable Unisys manuals and instructions,
9,4 Customer will maintain back-up data necessary to replace critical Customer
data in the event of loss or damage to such data from any cause,
10. Protection of Proprietary Information
10,1 Customer will keep in confidence and protect Proprietary Information from
disclosure to third parties and restrict its use as provided in this Agreement.
Customer acknowledges that unauthorized disclosure of Proprietary Information
may cause substantial economic loss to Unisys or its licensors, All materials contain-
ing Proprietary Information will be marked with "Proprietary," "Confidential," or in a
manner which gives notice of its proprietary nature, Proprietary Information will not
be copied, in whole or in part, except when essential for correcting, generating or
modifying Proprietary Information for Customer's authorized use, Each copy, includ-
ing its storage media, will be marked by Customer with all notices which appear on
the original.
10,2 Upon termination or cancellation of any license granted under thisAgreement,
Customer will destroy (and, in writing, certify destruction) or return to Unisys all
copies of the Software the license for which has been so terminated or cancelled
and any other related Proprietary Information in Customer's possession (including
Proprietary Information incorporated in other software or writings),
10,3 Customer will inform its employees of their obligations under this Section 10
and instruct them so as to ensure such obligations are met.
10.4 This Section 10 will survive termination or cancellation of this Agreement.
11, License
11,1 Unisys grants to Customer a personal, non-exclusive and non-transferable
license to use Software and related documentation according to the terms and
conditions of this Agreement, including Schedule C, solely for Customer's internal
data processing requirements on the Unisys SPU in the United States on which the
Software is initially installed. Customer's use of Software Will also be governed by
any additional conditions which Unisys may provide on or prior to delivery of
Software.
11,2 Customer may modify any Unisys application Software and may combine such
with other programs or materials to form an updated work, provided that upon
discontinuance or termination ofthe license, the Unisys application Software will be
removed from the updated work and returned to Unisys,
11,3 Customer will not decompile or disassemble any Software provided under this
Agreement or modify Software which bears a copyright notice of any third party,
Customer will make and maintain no more than one archival copy of each Item of
Software, and each copy will contain all legends and notices and will be subject to
the same conditions and restrictions as the original.
6000795 (2/88)
. m I
11.4 If the SPU on which any item of Software is licensed becomes temporarily
unavailable, use of such Software may be temporarily tnsferred to an alternative
SPU,
11.5 If Customer desires to use Software in a service bureau mode, at another
location, or for more than one SPU, Customer shall request prior permission in
writing from Unisys, Unisys will then advise Customer whether, and underwhatterms
and conditions, Unisys will license the Software as requested,
11,6 This Agreement does nottransfer to Customer title to any intellectual property
contained in any Software, documentation or Proprietary Information, Documenta-
tion licensed hereunder does not include any materials designed for or used in the
maintenance of equipment.
12. Equipment Maintenance Services
12.1 Equipment Maintenance Services are the provision of replacement parts,
parts installation, and field installation of necessary engineering changes to main-
tain equipment in good working order,
12.2 To enable Unisys properly to provide Equipment Maintenance Services, Cus-
tomer will (a) maintain the operating environment in accordance with Unisys speci-
fications, (b) provide adequate working and storage space for use by Unisys per-
sonnel nearthe equipment, (c) provide Unisys full access to the equipment, subject
only to Customer's security rules, (d) follow Unisys procedures for determining i
remedial service is required, and (e) follow Unisys instructions for obtaining off-site
maintenance, if applicable,
12,3 Equipment parts which are removed for replacement by Unisys become the
property of Unisys,
12.4 Customer acknowledges that maintenance support materials (for equipmen
and Software) located at Customer's facility are the property of and include Proprie
tary Information of Unisys. Customer assures that such materials will be used only b
Unisys maintenance personnel, and that Unisys has the right to remove suc
materials from Customer's facility at any time.
12,5 To determine eligibility and prerequisites for Equipment Maintenance Servi
ces, Unisys may require inspection, at Customer expense, of equipment which (a
has not been maintained continuously by Unisys from the date of purchase by
Customer or (b) has been relocated, I
12,6 All system components and peripherals located at the same site and intercon
nected with Unisys signal and power cables or their equivalent are required to b
subject to the same designated remedial maintenance hours as identified in th
Equipment Maintenance Services schedule,
13, Software Support Services
13,1 Unisys offers Software Support Services for all Software warranted by Unisy ,
and for some unwarranted Software,
13,2 When Unisys issues a revision level for an item of Software, it will continue t
support the previous level for a period of not less than six months,
13.3 Unisys may eliminate Software Support Services or change the levels 0
support available for an item of Software upon six months' written notice or at th
expiration of the then currentlerm for Software Support Services, whichever occur
earlier,
14, Systems Services
14,1 Unisys will endeavor to provide Systems Services on a timely basis subject t
availability of qualified personnel and the difficulty and scope of the services to b
provided,
14,2 Unisys may assign, reassign and substitute personnel at any time and m
provide the same or similar services and materials to other customers,
14,3 Systems Services supplied by Unisys under this Agreement are provided t
assist Customer. Customer, not Unisys, will be responsible for determining obje -
tives and obtaining the desired results,
14.4 Any ideas, concepts, know-how, data-processing techniques, Software or do~-
umentation developed by Unisys personnel (alone or jointly with Customer) f'
connection with Systems Services provided to Customer will be the exclusive pro -
e, rty of Unisys, Unisys grants to Customer a non-exclusive, royalty-free license to u e
the Software in accordance with the terms of this Agreement.
15, Warranties and Disclaimers
15,1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WA,-
RANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. UNISjS
DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AS TO BOTH UNISYS AND NON.UNISYS PRODUCTS. UNIS S
WARRANTIES EXTEND SOLELY TO CUSTOMER.
15,2 Equipment Warranty and Disclaimers I
(a) Unisys warrants that equipment will be free from defects in material a~d
workmanship for a period of twelve months from its Installation Date, Equipment ~i)
may be newly manufactured, (ii) may be assembled from new or serviceable used
parts that are equivalent to new parts in performance, or (iii) may have been
previously installed. During this twelve month warranty period, Unisys will repairfr
replace any defective item of equipment or part or component of equipme t
promptly reported or sent to Unisys by Customer which Unisys determines W 5
defective due to faulty material or workmanship, Customer will pay transportati n
and insurance costs to ship equipment if an off-site repair location is designated by
Unisys; Unisys will pay the return costs if the equipment was defective, Labor co Its
of diagnosis are not included in this warranty,
(b) Because equipment requires on-going maintenance, the preceding warran is
11111-
not a substitute for Equipment Maintenance Services, which are available to Custo-
mer for a charge, Equipnfnt Maintenance Services, whether provided during the
warranty period or therelter, do not cover repair of damage attributable to (i)
non-Unisys products and services, alterations or out-of-specification supplies, (ii)
accidents, misuse, negligence or failure of Customer to follow instructions for
proper use, care and cleaning of equipment, (iii) external factors (e.g" failure or
fluctuation of electrical power or air conditioning, fire, flood). or (iv) failure by
Customer to comply with Unisys environmental specifications,
(c) Unisys makes no representation or warranty as to non-Unisys equipment
provided to Customer, all of which is sold or licensed to Customer "AS IS," Customer
agrees to look solely to the warranties and remedies, if any, provided by the
manufacturer,
15,3 Equipment Maintenance Services Warranty
Unisys warrants that equipment will be maintained in good working order provided
that it is continuously subject to Unisys Equipment Maintenance Services and under
normal use. Unisys sole and exclusive obligations under this warranty will be to
repair such equipment.
15,4 Software Warranty and Disclaimers
(a) Each item of Software with the designation "W" on Schedule C is, in its
unaltered form, warranted for 90 days from its Installation Date to conform substan-
tially to the then current published functional specifications, provided such Software
is used in a manner consistent with any applicable Unisys minimum equipment and
software configuration specifications. Unisys will satisfy this warranty if it makes
reasonable efforts to correct such errors reflecting significant deviations from the
functional specifications as are reported by Customer to Unisys during such war-
ranty period.
(b) Because not all errors in Software can or need be corrected, Unisys does not
warrant that all Software defects will be corrected. Similarly, Unisys does not warrant
that the functions contained in the Software will meet Customer's requirements or
that the Software will operate in combinations selected for use by Customer,
(c) All other Software delivered by Unisys, including non-Unisys Software, is
licensed "AS IS," In the case of non-Unisys Software, Customer agrees to look solely
to the warranties and remedies, if any, provided by the Unisys licensor or vendor.
16. Alterations and Attachmenls
16.1 If Unisys is providing Equipment Maintenance or Software Support Services,
Customer will give Unisys prior written notice of any proposed alterations or attach-
ments to equipment. Unisys has no obligation to provide Equipment Maintenance
Services for non-Unisys attachments or altered equipment or to provide Software
Support Services for modified Software, Should Unisys agree to maintain, support or
correct altered Products, Unisys may impose additional charges,
16,2 Unisys is not responsible for any malfunction, nonperformance or degradation
of performance of Products, supplies or maintenance support materials caused by
or resulting directly or indirectly from any alteration or attachment.
16,3 Unisys warranties will not apply if attachment of non-Unisys equipment or
alteration of Products directly or indirectly results in any malfunction, nonperform-
ance or degradation of performance of Unisys Products; in addition, Customer will
be solely responsible for resulting infringement, personal injury or damage to
property and Products,
16.4 For purposes of this Agreement, "alterations" (ncludes, but is not limited to,
the incorporation of non-Unisys components, boards and subassemblies into
equipment, as well as modifications to Software. "Attachments" includes, but is not
limited to, any non-Unisys equipment, components or devices which are connected
to Unisys Products,
17. Limitation of Liability
17.1 Unless further limited elsewhere in this Agreement, the entire liability of
Unisys and Customer's exclusive remedy for damages from any cause related to or
arising out ofthis Agreement, regardless ofthe form of action, whether in contract or
in tort, will not exceed the greater of (a) $100,000 or (b) the charges paid to Unisys
during the 24-month period immediately prior to Customer's notice pursuant to
Section 21,5 for the Products or Services which are the subject matter of or directly
related to the causes of action asserted, This limitation of liability does not apply to
claims covered by Section 18.
17,2 In no event will Unisys be liable for (a) any incidental, indirect, special or
consequential damages, including, but not limited tO,loss of use, revenues, profits
or savings, even if Unisys knew or should have known of the possibility of such
damages, (b) claims, demands or actions against Customer by any person, except
as provided in Section 18, or (c) loss of or damage to Customer data from any cause,
17,3 The entire liability of Unisys and Customer's exclusive remedy for any defec-
tive non-Unisys Products provided under this Agreement is limited to their return to
Unisys within 90 days after shipment for refund of the amount paid to Unisys ~or
such Products (not including any amounts paid for related Services), :
17.4 Unisys may direct Customer to third parties having products or services which
may be of interest to Customer for use in conjunction with the Products, Notwith-
standing any Unisys recommendation, referral or introduction, Customer will inde-
pendently investigate and test third-party products and services and will have sole
responsibility for determining suitability for use of third-p arty products and services,
Unisys has no liability with respect to claims relating to or arising from use of
third-party products and services,
18, Patent, Copyright and Trade Secret Indemnification
18,1 Unisys, at its own expense, will defend and indemnify Customer against claifls
that Products furnished under this Agreement infringe a United States patent lr
2 6000795 (2/81)
copyright or misappropriate trade secrets protected u1er United States law, pro-
vided Customer (a) gives Unisys prompt written notice f such claims pursuant to
Section 20, (b) permits Unisys to defend or settle the Claims, and (cl provides all
reasonable assistance to Unisys in defending or settling the claims.
18.2 As to any Product which is or, in the opinion ofUnisys, may become subject to a
claim of infringement or misappropriation, Unisys may elect to (a) obtain the right of
conti nued use of such Product for Customer or (b) replace or modify such Product to
avoid such claim. If neither alternative is available on commercially reasonable
terms, then, in the case of equipment, at the request of Unisys, Customer will
discontinue use and return such equipment and Unisys will grant a credit for the
price paid to Unisys, less a reasonable offset for use and obsolescence; in the case
of Software, the applicable license will be terminated and no further charges will
accrue.
18.3 Unisys will not defend or indemnify Customer if any claim of infringement or
misappropriation (a) is asserted by a parent, subsidiary or affiliate of Customer, (b)
results from Customer's design or alteration of any Product, or (c) results from use of
any Product in combination with any non-Unisys Product.
18.4 This Section 18 states the entire liability of Unisys and Customer's sole and
exclusive remedies for patentor copyright infringement and trade secret misappro-
priation.
19. Termination and Cancellation
19.1 Unisys may suspend Equipment Maintenance Services or Software Support
Services if any payment under this Agreement is past due more than 30 days.
19.2 Either party may terminate (a) any license for Software, (b) Software Support
Services for any item of Software, or (c) Equipment Maintenance Services for any
item of equipment, upon expiration of the applicable term by providing 30 days' prior
written notice. Failure to give such notice will result in a renewal or extension of the
license or service in accordance with the provisionsofthe applicable Schedule. The
licenses for any Software automatically terminate upon Customer's discontinuance
of use ofthe SPU on which the Software was licensed, at which time Customer must
either destroy or return the Software to Unisys.
19.3 Without prejudice to other remedies, Unisys may cancel this Agreement or any
order placed under it, for default and repossess Products (excluding only equipment
for which the purchase price has been fully paid) if, upon written notice, Customer
fails to (i) make any payment identified as delinquent (including payment of
charges for Services) within ten days or (ii) cure any default relating to Sections 10
or 11 within 30 days.
19.4 Unisys may terminate Software Support Services on 30 days' prior written
notice if Unisys determines that any Customer Software modification or failure to
install a maintenance release will interfere with the provision of such services.
19.5 Ifthe governmental body that appropriates Customer's funds for data process-
ing does not allocate such funds beyond the then current fiscal period, Customer
may terminate all or any portion of this Agreement. Customer will be liable for any
accumulated payments due prior to the effective date of the new fiscal year.
Customer is not permitted to obtain any similar data processing equipment, soft-
ware or service from any third party following such termination notice to Unisys.
19.6 Termination or cancellation of this Agreement will not affect any rights or
duties arising under it with respect to Proprietary Information or security interest.
20. Notices
20.1 All notices required by this Agreement to be given to Customer will be sent to
its address on the cover page of this Agreement.
20.2 All notices required by Sections 18 and 21.5 to be given to Unisys and all
requests for information under Section 8 will be addressed to:
Law Department
Unisys Corporation
Township Line & Union Meeting Roads
Blue Bell, PA 19424
cc: Regional Vice President
All other notices to unisysfill be sent to the Unisys office which has been servicing
Customer.
20.3 All notices required oy Sections 18 and 21 will be sent by certified or regis-
tered mail.
21. Arbitration
21.1 Subject to sections 21.2 through 21.5 hereafter, any controversy or claim
arising out of or relating to this Agreement or the breach thereof will be settled by
arbitration before three arbitrators in accordance with the Rules of the American
Arbitration Association ("AM") then in effect, and judgment upon the award ren-
dered by the arbitrators may be entered in any court having jurisdiction. Any such
arbitration will be conducted in the city nearest Customer's main U.S. office having
an AM regional office. The arbitrators will be selected from a panel of persons
having experience with and knowledge of electronic computers and the computer
business, and at least one of the arbitrators selected will be an attorney.
21.2 The arbitrators will have no authority to award punitive damages nor any other
damages not measured by the prevailing party's actual damages, and may not, in
any event, make any ruling, finding or award that does not conform to the terms and
conditions of th is Agreement.
21.3 Either party, before or during any arbitration, may apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such
relief is necessary to protect its interests pending completion of the arbitration
proceedings. Arbitration will not be required for actions for recovery of specific
property, such as actions for replevin.
21.4 Neither party nor the arbitrators may disclose the existence or results of any
arbitration hereunder without the prior written consent of both parties.
21.5 Prior to initiation of arbitration or any other form of legal or equitable proceed-
ing, the aggrieved party will give the other party written notice in accordance with
Section 20 describing the claim and amount as to which it intends to initiate action.
22. Other Provisions
22.1 All risk of loss or damage to Products will pass to Customer upon delivery to
Customer's location.
22.2 Neither party will be liable for failure to fulfill its obligations when due to
causes beyond its reasonable control.
22.3 Any failure or delay by either party in exercising any right or remedy will not
constitute a waiver.
22.4 This Agreement will be governed by the local law of the Commonwealth of
Pennsylvania.
22.5 This Agreement constitutes the entire agreement between the parties with
respect to the Products and Services provided hereunder and supersedes all prior
proposals and agreements, both written and oral, and all other written and oral
communications between the parties. The terms and conditions of this Agreement
will supersede all other terms and conditions submitted by Customer.
22.6 Unisys may assign this Agreement or its interest in any equipment, or assign
the right to receive payments, without Customer's consent. Any such assignment,
however, will not change the obligations of Unisys to Customer. Customer will not
assign or transfer its rights or obligations under this Agreementwithout prior written
consent of Unisys. Any assignment or transfer prohibited by this provision will be
void.
22.7 This Agreement may be modified only by a writing signed by a duly authorized
representative of each party.
22.8 No arbitration proceeding or legal action, regardless of its form, related to or
arising out of this Agreement, may be brought by either party more than two years
after the cause of action first accrued.
22.9 Each paragraph and provision of this Agreement is severable, and if one or
more paragraphs or provisions are declared invalid, the remaining provisions ofthis
Agreement will remain in full force and effect.
Customer acknowledges it has read and understands this Agreement (including all attached schedules and amendments) and is not entering into
this Agreement on the basis of any representations not expressly set forth in it.
Sig~atu{M TE
Date
I
I
Name (Printed)
Customer
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Signature
/'#1 L- I/'()"'. /-11.':- ~ /V/ J
Name (Pri nted)
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Date
/' t/ tP C!;I4-f /,t- c-
Title Title
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3 6000795 (2/88)
..
. Schedule A - State and Local Government
UNISYS Equipnfent Sale I Agreement number
I I
Equipment location
Item Style name Description Qty Unit purchase price Customer Installation Total purchase price
number Install- charge
able
I
j
- --
i Total installation chg Total purchase price
I $ $
Less: down payment
$
other
$
Total net purchase price
$
4
6000795 (2/88)
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.
UNISYS
Schedule 8 - State and Local Government
Eqtipment Maintenance Servicet
roo, "....,
Equipment location
Bill to
Zone travel charge area
E
h d I
~quipment sc e u e
Style name Quantity Maintenance Monthly maintenance charge (Includes zone travel charges) Extended on site service charge
plan unit total
Total monthly charge Total extended service charge
$ $
Grand total*
$
Hours of coverage
Start Stop
Mon-Fri to
Sat to
Sun to
Optional services
Holiday maintenance
coveraj:(e $
After hours preventive
maintenance $
Resident customer
service enj:(ineer $
Other:
Billing information
/yr.
o Annual
/mo.
o Monthly
/mo.
o Other:
$
Additional services apply
* Grand total does not include any Optional or
Additional Services selected by Customer.
o Metered use
o Hourly use
5
6000795(2/88)
Schedule B - Terms and Conditions:
I
A. Maintenance Service Plans
1. On-Site ("0")
a. Preventive:
Unisys will provide preventive maintenance and installation
of mandatory engineering changes during the remedial
maintenance hours selected by Customer between the
hours of 7:00 a.m. and midnight, Monday through Friday,
excluding Unisys designated holidays.
b. Remedial:
Unisys will provide remedial maintenance during the days of
the week and the hours identified on this Schedule.
c. Extended On-Site Service Period:
Customer may purchase Extended On-Site Service which
consists of On-Site Service up to 24-hours, Monday through
Friday, Saturday and Sunday as Customer may elect at the
Unisys rates and policies then in effect. If Customer regularly
uses equipment outside ofthe basic period set forth on this
Schedule and does not purchase the Extended On-Site
Service, Unisys may terminate the services on ten (10) days
prior written notice to Customer. The minimum initial term is
three months for Extended On-Site Service.
d. If Customer requests maintenance services outside of its
designated hours, Unisys will provide such maintenance,
subject to the availability of Customer Service Engineers, at
its hourly rates then in effect. Travel time and expenses to
and from Customer's location will be included in these
charges.
2. Central ("C")
a. Unisys will repair failing equipment delivered or shipped to a
Central Service Center by Customer.
(1) If equipment is hand-delivered by Customer to a Central
Service Center during normal working hours, Unisys will
repair the equipment, notify Customer of completion of
the repair and Customer will promptly pick up the
repaired equipment. I
(2) If equipment is shipped by Customer to a Central Service I
Center, Unisys will repair and return ship the equipment
to Customer, as soon as reasonably possible. Customer I
bears all costs and risk of loss in transit to Central
Service Centers.
b. Customer will deliver or send the failing equipment to the
Central Service Center designated by Unisys in accordance!
with a service authorization form which was included With]
Customer's unit. i
c. Altered equipment is not eligible for service. All non-Unisys
attachments must be removed prior to submitting equiP!1
ment for service.
d. Customer will reinstall and test repaired equipment.
.3. Scheduled ("S") . I
a: Customer will deinstall equipment requiring maintenance
and move it to a mutually agreed upon designated service
location on Customer's premises. I
b. Unisys will repair the equipment at the designated service
location on a regularly scheduled basis and Customer will
pick up and reinstall the equipment. The predetermini'd
schedule is:
I
Days of week:
..
I
c. The maintenance service includes labor and parts and is
provided between the hours of 8:00 a.m. and 5:00 p.m.,
Monday through Friday, excluding Unisys designated
holidays.
d. All equipment transportation expenses will be borne by
Customer.
B. Optional Maintenance Services (Applicable only to On-Site Service)
1. Holiday Maintenance
Unisys will provide remedial maintenance services at the site
shown on this Schedule during the hours indicated on Unisys
designated holidays at the rates on the reverse side. The
minimum initial term is twelve months.
Period selected:
Hours of day - From
to
2. After-Hours Preventive Maintenance
Unisys will provide preventive maintenance and the installation
of engineering changes at the site shown on this Schedule
during the hours and days shown and at the rates on the
reverse side. The minimum initial term is three months.
Period selected:
Hours of day - From
to
Days of week - From
to
3. Resident Customer Service Engineer
Unisys will provide Customer Service Engineering personnel at
the Customer site shown on this Schedule during the hours and
days identified at the rates indicated on the reverse side. The
minimum initial term is three months.
Period From No. of
selected: personnel
Mon-Fri to
Sat to
Sun to
C. Additional Charges
In addition to the maintenance charge for the
, there is a
charge
of $
for use
per
exceeding
per period.
6
6000795(2/88)
.
UNISYS
Schedule C - State and Local Government
Softwtre Licenses and Support Se1ces
i"'''l ""',,
Equipment location
10 S. Missouri Ave.
Clearwater, Florida
34616
Item Style name Description Quantity Warranty License Software License Charge Software Support charge
number plan Support Plan MlC Other
l. A6-SRT Sort 1 W M 1 $ 75.00 $282.00
Utility
2. A6-SDF Screen 1 W M 1 110.00 417.00
Design
Facility
Total License charges Total Software Support charges
$ 185.00 $ 699.00
Terms and Conditions:
A. License Plans
1. Licenses of Software for which Unisys charges either an Annual License
Charge (ALe) or a Monthly License Charge (MLC) will have an initial term of
twelve months commencing on the Installation Date. The MLC license will
continue on a month-to-month basis and the ALC will renew annually until
the license is terminated or cancelled in accordance with Section 19 ofthis
Agreement.
2. Forcertain licenses, Unisys may charge an Initial License Charge which will
include the first monthly or annual charge.
3. Extended Term Plan (ETP): Certain licenses of Software for which Unisys
charges a single fee may have a 36 month or 60 month extended term
commencing on the Installation Date. Upon expiration ofthe extended term,
the license will be automatically continued on a month-to-month basis for a
Monthly License Charge, unless terminated in accordance with Section 19
of this Agreemen~ or Customer may pay another ETPfee for an additional
extended term, if available.
4. One-Time Charge (OTC): For certain Software, upon payment of a one-time
charge (invoiced upon shipment of the Software), Unisys will license
Customer to use the Software so long as Customer continues to use the
software on the SPU on which it was originally licensed for use.
5. Software that has no license charge listed on Schedule C will have a license
term which is coterminous with Customer's possession and use of the
equipment on which the Software is installed.
B. Software Support Services
1. Unisys offers a variety of Software Support Services including off-site and
on-site assistance. The type of services provided varies by product.
2. The initial term of one year for any level of Software Support Services
commences on the Installation Date of the related Software. Renewal for
successive one year terms is automatic unless Software Support Services
are terminated or cancelled in accordance with Section 19 of this
Agreement or if the underlying Software license is terminated or cancelled
pursuant to this Agreement.
7
6000795(2/88)
Schedule C - Terms and Conditions (cortinued)
3. If the Customer does not elect to have solvare Support Services
commence on the Installation Date of any related Software, Customer may
order Software Support Services to commence after the Installation Date
only upon payment of the Software Support Service charges (applicable to
the level of support selected) from the Installation Date to the date of the
order, up to a maximum of 24 months of charges.
C. Description of Software Support Plans (SSP)
SSP Service Chart
SSP Centralized Product Product On-Call
Service Support Communication Maintenance Support
Level Services Services Release Service
Services
1 Included Included Included
2 Included Included Included Included
3 Included
4 Included Included 3.
5 Included Included
1. Centralized Support Service: Centralized Support Service provided by
Unisys includes Telephone Service and On-Line Service.
a. Unisys Responsibilities:
(1) Telephone Service
Unisys will provide Telephone Service to Customer during the hours
of 8:00 a.m. to 5:00 p.m. Customer local time, Monday through
Friday excluding Unisys recognized national hOlidays (Hawaii and
Alaska hours are 8:00 a.m. through 12 noon Customer local time).
Telephone Service will provide:
(a) Assistance related to questions on the operational use of the
subject Software.
(b) Assistance in identifying and verifying the causes of suspected
errors or malfunctions in Software.
(c) Advice on detours for identified errors or malfunctions, where I 4.
reasonably available.
(d) '''mm,ti 00 00 '''''ffi ""'0",', ""t;fI ,d by C",to.., "d I
reported to Unisys and detours to these where available. (This
service applies only where Product Communication Service
has been "included" as a component part of Customer's
(e) service selection) I
Advice on the completion, and authorization for submission, ofl
th, U,,' Comm""'eatioo Form (UCF) "po"'og """"'1
problems in Software to Unisys. (This service applies onl
where Product Communication Service has been "included'
as a component part of the Customer's service selection)
(2) On-Line Support Service J
Where this service exists, and the parties have agreed to its us,
Unisys may execute on-line diagnostics from a remote Unisys
location to assist in the identification and isolation of suspected
Software errors or malfunctions. (This service applies only where
Product Communication Service has been "included" as a compd-
nent part of the Customer's service selection.) I
b. Customer Responsibilities:
(1) Telephone Service
Customer will ensure that only personnel properly trained n
operation and usage of the Software will utilize the Telephone
Service and that sufficient computer time and suitable personn~1
are made available to implement the corrections suggested by
~~ I 5.
(2) On-Line Support Service
Customer will allow the use of on-line diagnositics on softwar, if
requested by Unisys during error diagnosis.
2. Product Communication Services: Product Communication Services pro-
vided by Unisys include User Communication Form Service, correction of
"portod or"", or m,"""ctl"" "d do,"m,,~tioo ",,,,,ti 0"" I
a. Unisys Responsibilities:
(1) Reported Errors or Malfunctions
Unisys will make reasonable efforts to provide detour or c9de
correction to Software for errors or malfunctions reported via the
UCF. Each detour or code correction will be made available in the
I
8
form of eiJer a written correction notice or machine-readable
media, and will be accompanied by a level of documentation
adequate to inform Customer of the problem resolved and any
significant operational differences resulting from the correction
which are known by Unisys.
(2) Documentation Corrections
Unisys will review and consider documentation correction requests
for Software via the UCF procedure.
b. Customer Responsibilities:
(1) Notifying Unisys of identified errors or malfunctions in Software.
(2) Reproducing the identified error or malfunction in the unaltered
Software.
(3) Providing, upon Unisys request, a "memory dump" and such
additional data in machine-readable or interpreted form deemed
necessary or desirable by Unisys to reproduce the environment in
which such licensed Software operated.
(4) Installing error corrections and maintenance releases.
Product Maintenance Release Services
a. Unisys Responsibilities:
Unisys will provide error corrections and maintenance releases to the
Software which have been developed by Unisys. Such releases shall be
licensed to Customer only for use on the designated computer
system(s) under the terms and conditions of this Agreement Each
maintenance release will consist of a set of programs and files made
available in the form of machine-readable media and will be accom-
panied by a level of documentation adequate to inform Customer of the
problems resolved including any significant differences resulting from
the release which are known by Unisys. Unisys agrees that each
maintenance release of application and environmental Software will be
compatible with the then current unaltered release of System Software
applicable to the designated computer system(s).
b. Customer Responsibilities:
Customer will install all error corrections and maintenance releases.
On-Call Support Service: If a problem occurs which significantly impacts
Customer's usage of the subject Software and remains undefined or un-
resolved either by detour or permanent correction after Customer has taken
the actions prescribed by the Unisys Support Center, Unisys will, at its
option, dispatch a representative to the system location.
a. Unisys Responsibilities:
Unisys will provide On-Call Support Service to Customer during the hours
of 8:00 a.m. to 5:00 p.m. Customer local time, Monday through Friday,
excluding Unisys designated holidays.
Unisys will provide or make available:
(1) Advice and assistance in diagnosis and identification of errors or
malfunctions in the subject Software.
(2) On site consultation on correction or detour of identified errors or
malfunctions.
(3) Advice and assistance on completion of a UCF to report errors or
malfunctions to Unisys as specified in the UCF reporting procedure.
b. Customer ResponSibilities:
When a significant operational problem occurs which is reasonably
related to the subject Software and which cannot be adequately
identified or avoided by detour or correction by Customer, then
Customer should contact the designated Unisys Support Center using
the Telephone Service described herein. Customer agrees to perform
the problem diagnostic activities and routines requested by the Unisys
Support Center prior to any dispatch by Unisys of a representative to the
system location.
General Customer Responsibilities
a. Customer will undertake the proper supervision, control and manage-
ment of its use of Software including but not limited to: (1) assuring
proper computer system configuration, Software installation,verifica-
tion, audit controls, and operating methods; and (2) ensuring proper
procedures for the security of data, accuracy of input and output, and
back-up plans, including restart and recovery in the event of hardware or
software error or malfunction.
b. Customer will designate to Unisys a person properly trained in the
operation and usage of Software to serve as Customer's primary contact
with Unisys for Software problems.
6000795 (2/88)
.
UNISYS
SCh1edUle 0 - State and Local GOj'ernment
Sys ems Services I Agreement number
I
J
Equipment location
Periodic basis:
Item Type of service No. of Hourly charge Period Total hours Total charge
number personnel daily weekly monthly days/weeks/months
I
Grand Total
$
Fixed charges:
Item Type of service/style name Description Fixed charge
number
Grand Total
$
Systems Services
A. Types of services that Unisys may offer to its customers are as follows:
1. Senior Consultant Services
2. Project Management Services
3. Consultant Services
4. Systems Analyst Services
5. Programmer Services
B. Customer will be invoiced for travel and lodging and premium service charges in addition to those set forth above, as applicable.
Use reverse side for Description of Systems Services
9
6000795(2/88)
Schedule D - Description of Systems Services ,I
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081124
6000795 (2/88)
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