HomeMy WebLinkAboutJ-4A Resolution: Stratus Technologies Ireland LimitedCity of ~Vliami ~ard~ens
1515-200 NW 167~h Street
Miami Gaxdens, Florida 33169
Mayor Shirley Gibson
Vice Mayor Oscar Braynon II
Councilman Melvin L. Bratton
Councilman Aaron Campbell
Councilman Andre Williams
Councilwoman Sharon Pritchett
Councilwoman Barbara Watson
1V~M0 L;~1VI
To: Mayor and City Council
From: Dr. Danny O. Crew
City Manager
Date: March 14, 2007
Re: Proposed Resolution authorizing the City Manager to negotiate and
execute an agreement for the system server to operate the
computer aided dispatch software
The City Council approved the purchase of public safety software from SunGard
HTE, Inc. (Approval of this software is on an earlier item on this agenda). In
order to operate the above-mentioned computer aided dispatch (CAD) software
application, a system server is required. Stratus Technologies Ireland Limited will
supply the City with a server designed to provide high availability beyond a
standard server configuration.
Although the services provided by Stratus Technologies Ireland Limited will be
acquired under an individual contract for goods and services, services from this
company will be administered through SunGard HTE. The cost is $33,016.52 for
the server and $9,655.17 for the first year maintenance which is included with the
SunGard HTE, Inc. total cost.
Recommendation: That the City Council approves the attached resolution
authorizing the City Manager to execute an agreement with Stratus Technologies
Ireland Limited in accordance with the City of Largo's contract.
J-4A) CONSENT AGENDA
RESOLUTION
STRATUS TECHNOLOGIES
IRELAND LIMITED
RESOLUTION No. 2007-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN
SERVICE AGREEMENT WITH STRATUS TECHNOLOGIES IRELAND
LIMITED, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A;
PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING
FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN
EFFECTIVE DATE.
1 WHEREAS, previously the City Council authorized the issuance of bonds to be
2 used for capital expenditures in establishing the City of Miami Gardens Police
3 Department, and
4 WHEREAS, the City Council has approved the purchase of public safety
5 software from Sungard HTE, Inc., and
6 WHEREAS, in order to operate the computer-aided dispatch software which is
7 being supplied by Sungard HTE, Inc., it is necessary that the City also purchase a
8 Stratus ftServer to accommodate the CAD software, and
9 WHEREAS, the cost for the Stratus ftServer is $33,016.52 with $9,655.17 for the
10 first year of maintenance, which cost is included in the Sungard HTE, Inc., Agreement
11 total cost,
12 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
13 OF MIAMI GARDENS, FLORIDA, as follows:
14 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
15 paragraphs are hereby ratified and confirmed as being true, and the same are hereby
16 made a specific part of this Resolution.
RESOLUTION AGREEMENT WITH
STRAUS TECHNOLOGY 03.14.07
17 Section 2. AUTHORITY: The Mayor and City Clerk are hereby authorized and
18 directed to execute and attest, respectively, that certain Service Agreement with Stratus
19 Technologies Ireland Limited, a copy of which is attached hereto as Exhibit A.
20 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby
21 authorized to obtain three (3) fully executed copies of the subject Agreement, with one
22 to be maintained by the City; with one to be delivered to Stratus Technologies Ireland
23 Limited, and with one to be directed to the Office of City Attorney.
24 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately
25 upon its final passage.
26 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
27 GARDENS AT ITS REGULAR MEETING HELD ON MARCH 14, 2007.
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ATTEST:
RONETT/a TAYLOR, CMC, CITY CLERK
SHIRLEY GIBSON, MAYOR
Prepared by SONJA KNIGHTON DICKENS, ESQ.
City Attorney
SPONSORED BY: DANNY CREW, CITY MANAGER
MOVED BY:
SKD/teh
VOTE:
Mayor Shirley Gibson
Vice Mayor Oscar Braynon, II
Councilman Melvin L. Bratton
(Yes) (No)
(Yes) (No)
(Yes) (No)
RESOLUTION AGREEMENT WITH
STRAUS TECHNOLOGY 03.14.07
52 Councilman Aaron Campbell (Yes) (No)
53 Councilman Andre Williams (Yes) (No)
54 Councilwoman Sharon Pritchett (Yes) (No)
55 Councilwoman Barbara Watson (Yes) (No)
RESOLUTION AGREEMENT WITH
STRAUS TECHNOLOGY 03.14.07
, Stratus ftServerTM
~~~ MASTER SERVICE AGREEMENT
~~~np~p~j~?~ (General Terms and Conditions)
Stratus Technologies Ireland Limited, with offices at College Business & Technology Park, Blanchardstown Road
North, Dublin 15, Ireland ("Stratus") agrees to provide to the City of Largo Florida of
("Customer" or "you") the Services described below under the
terms and conditions contained in this Agreement for the Hardware and Software comprising the ftServer system(s)
listed in each Service Schedule(s) as may be executed from time to time by the Parties, and attached hereto
(collectively "System(s)" and/or "Covered System(s)"). Stratus' obligation to provide Services under any Service
Schedule or Optional Service Addendum is subject to your compliance with all of your obligations under this
Agreement.
Eligibility: Systems first placed under Service within ninety (90) days from the System shipment date are
automatically deemed Service Ready and eligible for coverage under this Agreement. Systems first placed under
Service more than ninety (90) days from the System shipment date must first be inspected and certified by Stratus or
its authorized service representative as Service Ready. Such inspection and certification will be at Customer's
expense based on Stratus' then prevailing rates. Any work required to bring the System up to a Service Ready
condition will also be at Customer's expense.
Stratus Aff'iliates: The Services shall be provided by Stratus or its aff'iliates. As used herein affiliates means, legal
entities that are owned by Stratus or which are under common ownership with Stratus. In providing such Services
Stratus and its affiliates may engage the services of sub-contractors. The foregoing however shall not relieve Stratus
of its primary obligations under this Agreement.
1.0 Service Hours: Except as otl~erwise specified in this Agreement, a Service Schedule, Service Level
Addendum, or an Optional Service Addendum, all Services required of Stratus under this Agreement shall
be provided only during the hours of 9:00 A.M. to 5: 00 P.M, Eastem Standard Time, Monday through
Friday, excluding locally observed holidays.
2.0 Stratus Responsibilities: During the term of this Agreement, and with respect to each Service Schedule
signed by the Parties, Stratus will provide Services in accordance with the terms of this Agreement, the
selected Service Level Addendum, and any selected Optional Service Addendum.
3.0 Customer's Responsibilities: You agree to do all of the following:
(1) For each installation site or System as appropriate, assign and maintain, a technically skilled
employee or agent who will serve as your primary contact with Stratus for each Covered System.
(2) Provide the names and phones numbers of up to four (4) individuals who are authorized to submit
calls under this Agreement.
(3) Maintain the Covered System(s) in a manner consistent with all applicable product specifications
provided by Stratus or the manufacturer.
(4) Provide at no charge to Stratus access to and use of suitable telecommunications equipment
needed to establish data communication over the Stratus Service Network.
(5) Execute diagnostic routines and provide the results to Stratus.
(6) Access and make appropriate use of Stratus' Internet home page for technical support information.
(7) Notify Stratus of any configuration changes to the original Covered System configuration.
(8) Where appropriate, use the provided Stratus hardened drivers.
(9) Replace customer replaceable units under the remote direction of the Stratus CAC, Customer
Engineer or Stratus Authorized Service Representative.
(10) Perform housekeeping services, such as, cleaning, replacing expendable parts (e.g.: batteries,
printer ribbons), perfornung regular operating checks and providing necessary supplies pertaining
to these services.
(11) Ensure that all of the data stored on the Covered System(s) is adequately duplicated, documented
and protected. Stratus is not responsible for failure to do so, or for the cost of reconstructing data
stored on disks, tapes, or other media that are lost or damaaed durin~ the performance of Services.
5072.REV OS_2~4_2004
(12) Ensure that (1) all software installed on the Covered System(s) is properly licensed for use; (2) all
non-supported hardwaze and software products are fully-compatible with the Stratus-supported
hardware and software installed on each Covered System and are fully year-2000 compliant; (3)
all Covered System(s) are adequately protected against computer viruses.
(13) Install Sofiware product updates and upgrades as made available.
(14) Maintain and operate at all times all Covered Systems in a fully redundant mode of operation.
4.0 Service Charges and Price Changes:
(1) Service Charges: The service charges that will apply to the Products supported under this
Ab eement are as set forth in the applicable Service Schedule and any associated Optional Service
Addenda. Updates to the Service Schedule may be provided by contacting your local service
representative. Unless otherwise specified in a particular Service Schedule, your service charges
will be billed annually and are payable as set forth in Section 6.0 below. Upon ternunation of this
Agreement as defined in Section 7.0, Customer shall be refunded any prepaid service charges on a
prorated basis, and Customer shall only be liable for service charges up to the date of termination.
Stratus' obligation to provide these services is contingent upon your prompt payment of the
invoice and any other applicable charges. Payment of any amount invoiced under this Agreement
constitutes your agreement to all of the terms and conditions contained herein, to the exclusion of
all others.
(2) Price Changes: At any time, and from time to time after expiration of a Service Schedule, Stratus
may increase the service charges by giving you ninety (90) days advance written•notice. The price
change will apply on the first day of the applicable invoice period on or after the effective date
specified in the Stratus price change notice. Hourly rates, travel charges and one-time charges are
subject to change without notice.
5.0 Additional Charges: You may incur additional charges for any Services provided by Stratus for the
following reasons:
(1) because of fire, natural disaster, neglect, misuse, abuse and war or other events or causes of force
majeure.
(2) unauthorized modifications; use of non-Stratus supplied equipment or software; damage resulting
from environmental considerations such as electrical power, heat, cold, or humidity outside tl~e
published product specif'ications; or operating the System in an other than fully redundant mode.
(3) if we are required to travel beyond fifty (50) miles or eighty (80) kilometers of the nearest Stratus
service location or use other than private automobile or scheduled local public transportation to
provide Services to you. We will not charge an additional amount if we are required to travel
beyond fifty (50) miles or eighty (SO) kilometers of a Stratus service location as a result of our
relocation of an e~sting service location subsequent to the effective date of this Agreement.
(4) for royalties on Microsoft Windows and other royalty based Software Product Releases, Upgrades,
and/or Updates, that we are obligated to pay on your behalf.
6.0 Payment: Customer shall pay all amounts within thirty (30) days of receipt of an invoice. Customer also
agrees to pay amounts equal to any applicable t~es resulting from any transaction under this Agreement
that Stratus is obligated to pay upon Customer's behalf, except that Customer shall not be liable for taxes
based on Stratus' net income. Late payments will bear interest at the maximum rate pemutted by
applicable law.
7.0 Term and Termination:
(1) Term: The term of this Agreement shall commence on the date it bears the authorized signature of
both parties hereto.
(2) Termination for Non payment: Stratus may, at its sole option, temunate Service, a Service
Schedule or this Agreement if Customer fails to pay any amount invoiced by Stratus within ten
(10) days of the date on which it was due.
(3) Terminatiori for Material Breach: Either Party may terminate a Service Schedule (includinQ any
applicable service option Addendum) at any time if the other Party (the `Breachino Party")~is in
S072.REV 08_24_2004
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breach of any of its material obligations (each a"Material Breach") under this Agreement
regarding that Service Schedule and fails to cure the breach within flurty (30) days Breaching
Party's receipt of written notice from the non breaching Party. If the Material Breach affects
multiple Service Schedules or the Agreement as a whole, the non-breaching Party shall have the
right to terminate this Agreement and /or all affected Service Schedules. "Material Breach" shall
also be deemed to include any instance in which the Breaching Party files a voluntary petition in
bankruptcy or under any similar insolvency law, makes an assignment for the benefit of its
creditors, has filed against it any involuntary petition in bankruptcy or under any similar
insolvency law, or a receiver is appointed for, or a levy or attachment is made against,
substantially all of its assets, if any such petition is not dismissed or such receiver or levy or
attachment is not discharged within sixty (60) days after the filing or appointment.
(4) Any term of this Agreement, which by its nature extends beyond its termination shall remain in
effect until fulfilled.
8.0 Warranties:
(1) WE WARRANT THAT WE WII,L PROVIDE, IN A GOOD AND WORKMAN LIKE
MANNER, THE SERVICES DESCRIBED IN THIS AGREEMENT AND IN EACH SERVICE
SCHEDULE AND ANY ADDENDA ATTACHED THERETO.
(2) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL O'I'f~R REPRESENTATIONS,
WARRANTIES, TERMS AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRAN'I~S OF MERCHANTABILITY,
SUTTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT
WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF A SYSTEM OR THAT
ALL PRODUCT ERRORS OR DEFECTS WIl.L BE CORRECTED.
9.0 Limitation of Liability:
IN NO EVENT SHAI,L STRATUS, ITS AFFILIAT'ES OR THEIR RESPECTIVE SUB-CONTRACTORS
BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFIT OR
BUSINESS, OR FOR ANY SPECIAL, INDIltECT, INCIDENTAL OR CONSEQLTENTIAI. DAMAGES,
WHETI~R ARISING IN AN ACTION OF CONTRACT, TORT OR O'I'HER LEGAL'THEORY.(2)Tf~
LIABILTTY OF STRATUS', TTS AFFILIATES, AND Tf~IR RESPEC'I`IVE SUB-CONTRACTORS
FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
ACTION (IN CONTRACT, TORT OR BASED ON INFRINGEMENT), SHAI.L BE LIMITED TO TI-~E
AMOUNT THAT CUSTOMER WOULD HAVE PAID TO STRATUS FOR `TH~ TWELVE (12)
MONTHS OF SERVICE FOR THE PRODUCT (S) THAT IS THE SUBJECT OF T'HE CLAIM.
10.0 Stratus Property: Support software, including diagnostic routines, ASN Agents and SNMP Agents, as
well as support tools, and documenta6on ("Property"), which we supply under this Agreement, are and
shall at all times remain Stratus' exclusive property. Except where required by law, you agree not to make
such Property available or disclose the contents thereof to any third parties other than your employees and
contractors who are perfornung services for you and have a need to access such Property in relauon to the
Systems covered under this Agreement. You agree to take appropriate action, by instruction or agreement
with your employees and contractors who are pemutted access, to satisfy your obligations under this
Agreement. Further, you agree to immediately return all such Property to us upon the expiration or
ternunation of this Agreement and or applicable Service Schedule
11.0 Changes to the Agreement Terms. In order to maintain fle~bility in the manner, in which we provide
service, we may, after the initial term of a Service Schedule, change the terms and conditions under which
the Products listed on that Service Schedule are serviced under this Agreement, including any Addenda, by
giving you not less than ninety (90) days prior written notice. These will only apply as of the effective date
we specify in the notice. You have thirty (30) days from receipt of a change notice in which to reject, in
writing the change, and thereby temunate this Agreement and all affected Service Schedules. If you
ternunate this Agreement, you shall be refunded any prepaid service charges on a prorated basis, and you
shall only be liable for service charges up to the date of temunation. Failure to reject the chanQe indicates
your conclusive acceptance of the change. Except as stated above, for a chanae to be valid it must be in
S072.REV 08 ~4 ~004
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writing and signed by both of us. Additional or different terms in any order or written communication from
you aze void.
12.0 General:
(1) We will provide Service only at the location(s) specified in the Service Schedule unless we agree
otherwise, in writing.
(2) Neither Pariy may assign or transfer any of its rights or obligations under this Agreement without
the other Parties express written consent. Any attempt by you to make any such assignment or
transfer without our express written consent will be deemed void. However, Stratus shall have the
right to assign this Agreement in connection with the sale or transfer of ail or substantially all of
its assets.
(3) . The waiver or failure of either Pariy to exercise in any respects any right provided for herein shall
not be deemed a waiver of that or any other right hereunder.
(4) This Agreement as supplemented by the specific Seivice Schedule and any associated Addendum
thereto as executed by the Parties, constitutes the entire agreement between the Parties for the
subject matter hereof and supersedes all prior and contemporaneous written and oral
representations, proposals, negotiations and communications. In the event of any inconsistency or
conflict between this Agreement and a Service Schedule, the Service Schedule shall prevail.
(5) This Agreement, the transactions occurring and services provided hereunder shall in all respects be
governed by and enforced in accordance with the laws of the jurisdiction where our affiliate
delivering the Services is organized. If Services are delivered by our affiliate in the United States,
the laws of ttie State of Florida (except for the conflict of law principles thereofl shall govern and
control.
13.0 Indemnification. Except with respect to software products licensed under any version of the GNU
General Public License Agreement or any other open-source license agreement, Stratus shall defend any
claim, brought against Customer so far as it is based on a claim that any product fumished by Stratus
hereunder infringes a United States patent or copyright of a third pariy, and shall indemnify the Customer
against all damages and costs fmally awarded therein against Customer, provided that Stratus is notified
prompfly in writing of the claim and given full authority, information and assistance for the defense and/or
setG~ement of such claim, which defense and/or settlement shall be under Stratus' sole control. If a claim
has occurred, or in Stratus' opuuon is likely to occur, Customer agrees to pernut Stratus, at its option and
expense, to procure for Customer the right to continue using the product or to replace or modify the same
so ttiat it becomes non-infringing, or, if neither of the foregoing alternatives is reasonably available, remove
the product, and refund Customer the purchase price thereof as depreciated or amortized by an equal annual
amount over the lifetime of the product taking into account normal accounting practices. Stratus shall have
no liability for any claun based upon or arising out of the combination, operation or use of any product
supplied hereunder with equipment, devices or software not supplied by Stratus. Stratus has no liability for
any claim based upon alteration or modification of any product. The foregoing states the entire obligation
of Stratus with respect to infringement or the like.
S072.REV 08_24_2004
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Svatus ftSen~erT^~
blaster Service A~reement
Agreed to by and between the autt~orized representatives of Customer and of Stratus Technologies Ireland Limited
this day of > 200_.
Ciry of Largo Florida Stratus Technologies Ireland Limited
Customer
By:
Name:
Tide:
Date:
By:
Name:
Title:
Date:
S07?.REV 08 24 2004
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1~9aster Sen~ice Agreement
Stratus ftServerTM
SERVICE SCHEDULE
This Service Schedule is subject to and made a part of the Master Service Agreement between Stratus
Technologies Ireland Limited and the Ciry of Largo Florida. The Effective Date of this Service Schedule
shall be the date of initial installation of the following System(s) unless a different Effective Date has
been agreed and listed below. Stratus agrees to provide and you agree to pay for the Services
selected and described in the Agreement and selected Service Level Addendum and any Optional
Services selected below for the System (Hardware and Software) listed below.
1. Effective Date: [Date of installation or other date agreed date]
2. Customer Contacts:
Please provide full details for the Primary Contact and up to four Named Contacts. Any subsequent changes to the
Named Contacts should be submitted to your local Stratus Representative.
1 Primarv Contact Name: 1
Named Contact Name (1): Named Contact Name (2):
Address: Address:
Phone: ( ) Phone: ( )
Email: Email:
Facsimile: ( ) Facsimile: ( )
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,
Named Contact Name (3):
d Contact Name (4):
Name
Address: Address:
Phone:( ) Phone:( )
Email: Email:
Facsimile: ( ) Facsimile: ( )
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Stratus ftServerT"~ y
Master Service Aereement
3. Selected Services Level, Optional Services and Service Costs
SYSTEM(s~
DESCRIPTION OF SERVICES ' OPTION ; System
SELECTED Model # Q Site ID" " Location
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Extended Business Hours Field Service
FRU Re lacement (12x5)
Extended Business Hours Field Service
FRU Re lacement (24x5)
Saturday Field Service FRU Replacement
(8x6) •
Weekend/Holiday Field Service FRU
Re lacement (8x7)
Weekend/Holiday Field Service FRU
Re lacement (24x7)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (8x5)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (24x5)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (24x7)
Technical Account Management Services
(NTAM)
Expedited Parts Delivery (Same Day)
so~~.u~v os ?a ~ooa 2
Stratus ftServerTM
Master Service Agreement
Sen~ice Schedule
IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Service Schedule as
indicated below.
City of Largo Florida Stratus Technologies Ireland Limited
Customer
By:
Name:
Tide:
Date:
By:
Name:
Title:
Date
S072.REV 08 24 2004
Svatus ftServerTM
Master Service A~reement
~11.~~~~~
~2CflIlO~QC~I~S Stratus ftServerTM
ASSURED AVAILABILITY PLUS SERVICE LEVEL ADDENDUM
This addendum ("Addendum") is subject to and made a part of the Stratus Service Schedule ("Service Schedule").
All definitions and terms contained in the Master Service Agreement and the Service Schedule apply to this
Addendum. The terms of this Addendum shall control in the event of inconsistencies.
This Addendum describes the specific responsibilities, services, fees, and other terms applicable to the Covered
System(s) identified in the above referenced Service Schedule for which you have elected the Assured Availability
Plus level of service.
1.0 Customer Assistance Centers (CAC) Services
Stratus will use best commercial efforts to provide remote and telephone Hardware and Software support
within the tnnes described below. You may report Problems with your System either by telephone or e-
mail, depending upon the severity of the Problem.
(1) Critical: Stratus will acknowledge receipt of the problem within thirty (30) ininutes. Stratus will
provide CAC services on (i) a continuous basis until the System is restored to service and (ii) on a
priority basis until a suitable workaround is provided or until all material aspects of the System's
functionality are restored.
(2) Serious: Stratus will acla~owledge receipt of the problem within two (2) hours. Stratus will provide
CAC services on a priority basis until the System's functionality is restored or a suitable workaround is
found.
(3) Moderate: CAC services will be provided during local business hours only. Stratus will acknowledge
receipt of the problem within four (4) hours. Stratus will use reasonable efforts to resolve the problem
or provide a work around within seven (7) calendaz days.
(4) Minor: CAC services will be provided during local business hours only. Stratus will acknowledge
receipt of the problem within four (4) hours. Minor problems will be corrected in a manner and within
a time frame as detemuned by Stratus in its sole discretion.
2.0 Problem Definitions
(1) Critical: A Problem that causes your System to become completely unavailable to users.
(2) Serious: A Problem that substantially impairs the operation of your System.
(3) Moderate: A Problem that does not substantially impair System operation.
(4) Minor: A Problem that does not irnpair System Operation. It is non-confornung behaviour that can be
avoided or ignored.
3.0 Remote System Support and Monitoring: We will provide you 7x24 remote system support and
monitoring. You hereby authorize Stratus and its service representatives or agents, the right to access the
Covered System(s) and authorize us and them to use remote diagnostic and support tools in connection
with providing such Services. We will provide remote support and monitoring of the System through a
secure electronic connection between your Covered System and our CAC using the Stratus Active Service
Network (ASN) provided you furnish for our use, free of charge, all necessary telephone, data and any
other communications equipment we require. All such telephone, data and other equipment must at all
times function at optimal levels. Remote System Support means:
5072.REV 08 ~4 ~004
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(1) Hardware Probiem auto notification. Your System will automatically generate a call to Stratus CAC
notifying us of a Hardware failure,
(2) Automatic parts replacement: our CAC will disburse a part replacement based on your System's
automatically generated calls;
(3) An initial response telephone call back, by our CAC personnel, during Stratus business hours, within 4
hours of receiving an automatically-generated call;
(4) Access to Software downioads, uploads and on-line diagnostic routines;
(5) System reports auto notification initiated by and relating to Software installations and system reboots.
4.0 Telephone Support: We will provide you with 7 x 24, unliinited, toll free access, to the Stratus CAC for
assistance with software problems related to the Stratus Software and supported non-Stratus Software
identified in your Service Schedule (individually and/or collectively hereinafter referred to as"Supported
Software"). Stratus technical support engineers will provide root cause problem deternunation and relief,
available Software updates and patches as well as information and assistance related to Software features.
(1) Stratus Software: We will maintain Stratus Software such that it will inter operate with the then
Stratus supported release of the Windows operating system and any then third-party Supported
Software.
(2) Microsoft Windows Support: For Critical and Serious problems related to the Microsoft Windows
operating system kernel, we will provide you priority access to Windows certified Stratus engineers,
who will work collaboratively with Microsoft support personnel to address problems traced to a
Microsoft product.
5.0 Active Service Manager Services: Customer will have access to the following Stratus' 7x24 electronic
support services:
(1) Service event call logging and monitoring;
(2) Stratus' technical Knowledgebase;
(3) Software downloads;
(4) Product and service notifications; and
(5) Security management
6.0 Hardware Remedial Services
(1) Advanced Parts Exchange - Next Business Day: We will use commercially reasonable efforts to
ship Hazdware replacement parts within the same business day of receiving an automatically-
generated call through Remote System Support or by way of a Telephone call-in request that is
received prior to 5:00 p.m. local time. Restrictions may apply in certain countries. Stratus will
pre-pay the cost of shipping the replacement part to your location. A next-business-day delivery
carrier chosen by Stratus will make shipments. Each replacement part shipment will also include
shipping material and a pre-paid freight bill for retum of the defective part. You must return the
defective part to Stratus within fourteen (14) calendar days from the date of reported failure. If
you fail to do so, Stratus will bill and you will pay the list price of the replacement part shipped.
Stratus assumes all risk of loss or damage to parts that are in transit to and from your location.
(2) On-Site Hardware Support: If Stratus deteimines that it is necessary to do so, we will provide on-
site Hardware support Services at our cost and expense including labor, parts and material
necessary to repair your System.
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Assured Availability Plus Ser~~ice
(3) Same Day Emergency On-Site Services: We will provide same day emergency on-site service if
your System experiences a Critical problem and it cannot be recovered through remote support
means.
(4) Next Business Day On-Site Services: We will provide next business day on-site service if your
System expenences a Serious problem and cannot be recovered through remote service means.
(5) Hardware On-Site Support Services Conditions:
(a) You agree to render ail reasonable assistance and to cooperate fully with Stratus' service
representative or agent. Additionally, you agree to ensure his/her ability to work without
interruption or interference.
(b) Upon anival at the site, subject to Stratus' reasonable judgment, on-site Services will be
provided until such time as the System is operational or as long as reasonable progress is being
made. Work may be temporarily suspended if additional parts or resources are required, but will
resume when they become available.
(c) Travel expenses incurred in traveling to and from a 5ystem site located more than fifty (50)
miles [eighty (80) kilometers] from the nearest Stratus service center will be charged to and paid by
you.
7A Technical Account Management Services: If you purchase Stratus' optional Technical Account
Management services, Stratus will assign a named technical account manager ("NTAM") who will have
responsibility to coordinate and deliver services to meet your service needs. The NTAM's services will be
available weekdays, during local Stratus business hours, excluding local Stratus holidays.
5072.REV 08_24_2004
Stratus ftServerT"'
Master Sen~ice A~ eement
Assured Availability Plus Service
~r~~~~•
Techno~agies
Stratus ftServerTM
ASSURED AVAILABILITY PROGRAM GUARANTEE ADDENDUM
for
ASSURED AVAILABILITY PLUS AND ASSURED AVAILABILITY SERVICE LEVEL
COVERED SYSTEMS
This addendum ("Addendum") is subject to and made a part of the Service Schedule ("Service Schedule"). It applies
to and is available only for Systems covered under the Assured Availability Plus and Assured Availability Service
Addendums. All definitions and terms of the Master Service Agreement and the Service Schedule shall apply to this
Addendum. This option must be selected contemporaneously with and at the time of initial purchase of the Covered
System In the event of conflict, the terms of this Addendum shall prevail. The effective date of this Addendum
shall be the Effective Date of the referenced Service Schedule.
1. Service Charge Credit: If the System described in the referenced Service Schedule fails as defined below
("System Failure"), Customer will be entitled to a credit against future service payments in a prorated
amount equivalent to one month's service charge for the System that experienced the System Failure.
2. General Conditioas and Qualification applicable to this Addendum:
For purposes of this addendum and subject to the following qualifications, a 5ystem Failure occurs when a
Covered System that was previously functioning properly becomes unavailable, rending Customers users
unable to use it, provided that:
(1) The System Failure must occur during (and as a result ofl use of tUe Covered Systems exclusively
for production purposes as opposed to development purposes.
(2) Coverage under this addendum for systems covered under an Assured Availability Plus Service
Level Agreement applies only to the extent that System Failure occurs as the result of Stratus
Hardware, Stratus Sofiware, the Stratus supported version(s) of the Microsoft Windows
Operating System kernel or other Stratus-Supported Software as listed in the referenced Service
Schedule.
(3) Coverage under tlus addendum for systems covered under an Assured Availability Service Level
Agreement applies only to the extent that System Failure occurs as tt~e result of Stratus Hardware,
or Stratus Software. The Stratus supported version(s) of the Microsoft Windows Operating
System kernel or other Stratus-Supported Software does not apply for coverage.
(4) The Covered Systems must consist exclusively of Stratus-certified hardwaze components, all of
which must have been installed by Stratus or its authorized agent.
(5) The Covered Systems must have been running in the fully redundant mode of operation
immediately prior to System Failure. Any system running a redundant component in sunplex
mode is ineligible for coverage under this Option unless and until the component is restored to the
fully redundant mode.
(6) Coverage is limited to the single System, which experienced the System Failure.
(7) Coverage does not apply to problems that occur on more than one occasion or that affect more
than one System.
(8) Coverage does not apply where a System Failure results in connection with (a) any planned event,
whether uutiated by either Stratus or you, such as a reboot, FCO installation, a software upgrade,
hardwaze component installation or de-installation, or a firmware or similar system configuration
changes; (b) any planned or unplanned event initiated by you outside the scope of your normal
operation or use of the Covered System; (c) known defects or bugs: (d) outages due to securiry or
network problems; or (e) the occurrence of force majeure and other events of the rype described in
section 5.0 of the Agreement.
S072.~v o8 2a 2ooa 4
Straws ftServerTM
Master Service Agreement
Assured Availability Plus Service
3. Stratus' Responsibilities:
(1) Stratus will provide you with notification, in writing or over the Stratus Active Service Network
(ASI~, of any known condition that could cause an availability problem.
(2) When appropriate, the Stratus Service Manager will schedule a meeting to discuss qualification
and eligibiliry of a service credit.
4. Customer's Responsibilities:
(1) Operate the System in fully redundant mode.
(2) Deternune if there was an availabiliry problem during any calendaz month, prior to requesting a
service credit.
(3) Ensure that all changes to System confiwration are made by Stratus or it's Authorized Service
Representative.
(4) Ensure that Customer neither install nor authorizes the installation on any Govered System of any
products, whether hardware or software, that are not Stratus supported products.
(5) Fully impiement (within fourteen (14) days of your receipt of written notification from Stratus),
any requested procedures (including without limitation, installation of software bug fixes)
intended to avoid any known condition that could degrade system availability.
(6) Notify Stratus in writing, of any request for service credit. You will have waived your right to any
credit under this Addendum if you fail to notify Stratus of a System Failure within thirty (30) days
of the System Failure.
5072.REV 08 ~4 2004
Sh'atus ftServerT"~'
Master Service Agreement
Assured Availability Plus Service
~~. Stratus ftServeri•M
MASTER SERVICE AGREEMEN']
Technologies (General Terms and Conditions)
Stratus Technologies lreland Limited, with offices at Blanchardstown Industria Park, Blanchardstown, Dublin 15,
Ireland ("Stratus") agrees to provide to the CitYof Miami Gardens Florida ("Ci ~tomer" or "you") the Services
described below under the terms and conditions contained in this Agreement fo the Hardware and Software
comprising the ftServer system(s) listed in each Service Schedule(s) as may be -xecuted from time to time by the
Parties, and attached hereto (collectively "System(s)" and/or "Covered System( ;)"). Stratus' obligation to provide
Services under any Service Schedule or Optional Service Addendum is subject o your compliance with all of your
obligations under this Agreement.
Eligibility: Systems first placed under Service within ninety (90) days 1•om the System shipment date are
automatically deemed Service Ready and eligible for coverage under this Ag eement. Systems first placed under
Service more than ninety (90) days from the System shipment date must first b~ inspected and certified by Stratus or
its authorized service representative as Service Ready. Such inspection and certification will be at Customer's
expense based on Stratus' then prevailing rates. Any work required to brin; . the System up to a Service Ready
condition will also be at Customer's expense.
Stratus Affiliates: The Services shall be provided by Stratus or its affiliates. ~s used herein affiliates means, legal
entities that are owned by Stratus or which are under common ownership witt Stratus. In providing such Services
Stratus and its affiliates may engage the services of sub-contractors. The foreg~ ing however shall not relieve Stratus
of its primary obligations under this Agreement.
l.0 Service Hours: Except as otherwise specified in this Agreement, a Service Schedule, Service Level
Addendum, or an Optional Service Addendum, all Services required ~ f Stratus under this Agreement shall
be provided only during the hours of 9:00 A.M. to 5: 00 P.M, East~ rn Standard Time, Monday through
Friday, excluding locally observed holidays.
2.0 Stratus Responsibilities: During the term of this Agreement, and ~ ith respect to each Service Schedule
signed by the Parties, Stratus will provide Services in accordance w th the terms of this Agreement, the
selected Service Level Addendum, and any selected Optional Service .~ddendum.
3.0 Customer's Responsibilities: You agree to do all of the following:
(1) For each installation site or System as appropriate, assign and maintain, a technically skilled
employee or agent who will serve as your primary contact wi~ a Stratus for each Covered System.
(2) Provide the names and phones numbers of up to four (4) indi riduals who are authorized to submit
calls under this Agreement.
(3) Maintain the Covered System(s) in a manner consistent with all applicable product specifications
provided by Stratus or the manufacturer.
(4) Provide at no charge to Stratus access to and use of suit ible telecommunications equipment
needed to establish data communication over the Stratus Servi ce Network.
(5) Execute diagnostic routines and provide the results to Stratus.
(6) Access and make appropriate use of Stratus' Internet home p~ ;e for technical support information.
(7) Notify Stratus of any configuration changes to the original Cc ~ered System configuration.
(8) Where appropriate, use the provided Stratus hardened drivers.
(9) Replace customer replaceable units under the remote direc ion of the Stratus CAC, Customer
Engineer or Stratus Authorized Service Representative.
(10) Perform housekeeping services, such as, cleaning, replacir g expendable parts (e.g.: batteries,
printer ribbons), performing regular operating checks and prc viding necessary supplies pertaining
to these services.
(11) Ensure that al] of the data stored on the Covered System(s) i adequately duplicated, documented
and protected. Stratus is not responsible for failure to do so, ~r for the cost of reconstructing data
stored on disks, tapes, or other media that are lost or damaged during the performance of Services.
5072.REV 08 24 2004
(12) Ensure that (1) all software installed on Yhe Covered System( ;) is properly licensed for use; (2) all
non-supported hardware and sottware products are fully-cc npatible with the Stratus-supported
hardware and software installed on each Covered System ar ~ are fully year-2000 compliant; (3)
all Covered System(s) are adec~uately protected against compi ter viruses.
(13) Install Software product updates and upgrades as made availa ~le.
(14) Maintain and operate at all times all Covered Systems in a ful y redundant mode of operation.
4.0 Service Charges and Price Changes:
(1) Service Charges: The service charges that will apply to the Products supported under this
Agreement are as set forth in the applicable Service Schedule and any associated Optional Service
Addenda. Updates to the Service Schedule may be provie ed by contacting your local service
representative. Unless otherwise specified in a particular Se vice Schedule, your service charges
will be billed annually and are payable as set forth in Section 6.0 below. Upon termination of this
Agreement as defined in Section 7.0, Customer shall be refuc jed any prepaid service charges on a
prorated basis, and Customer shall only be liable for service ~ harges up to the date of termination.
Stratus' obligation to provide these services is contingent upon your prompt payment of the
invoice and any other applicable charges. Payment of any ar ,ount invoiced under this Agreement
constitutes your agreement to all of the terms and conditions ~ontained herein, to the exclusion of
all others.
(2) Price Changes: At any time, and from time to time after exp ration of a Service Schedule, Stratus
may increase the service charges by giving you ninety (90) d~ ys advance written notice. The price
change will apply on the first day of the applicable invoice period on or after the effective date
specified in the Stratus price change notice. Hourly rates, tra ~el charges and one-time charges are
subject to change without notice.
5.0 Additional Charges: You may incur additional charges for any SE rvices provided by Stratus for the
following reasons:
(1) because of fire, natural disaster, neglect, misuse, abuse and v ar or other events or causes of force
ma~eure.
(2) unauthorized modifications; use of non-Stratus supplied equi >ment or software; damage resulting
from environmental considerations such as electrical power heat, cold, or humidity outside the
published product specifications; or operating the System in a i other than fully redundant mode.
(3) if we are required to travel beyond fifty (50) miles or eighty ~ 80) kilometers of the nearest Stratus
service location or use other than private automobile or sch ;duled local public transportation to
provide Services to you. We will ^ot charge an additional amount if we are required to travel
beyond fifty (50) miles or eighty (80) kilometers of a Strati s service location as a result of our
relocation of an existing service location subsequent to the efl;ctive date of this Agreement.
(4) for royalties on Microsoft Windows and other royalty based S~ftware Product Releases, Upgrades,
and/or Updates, that we are obligated to pay on your behalf.
6.0 Payment: Customer shall pay all amounts within thirty (30) days of' eceipt of an invoice. Customer also
agrees to pay amounts equal to any applicable taxes resulting from a iy transaction under this Agreement
that Stratus is obligated to pay upon Customer's behalf, except that C ustomer shall not be liable for taxes
based on Stratus' net income. Late payments will bear interest ~t the maximum rate permitted by
applicable law.
7.0 Term and Termination:
(1) Term: Unless otherwise agreed, the initial term for Services ~ lall commence on the Effective date
of this Agreement and shal] continue for a period of one (1) y~ ar. Thereafter, the term for Services
shall automatically renew for successive terms of one (1) year each unless either party gives
written notice to the other of it's intention not to renew at leas sixty (60) days prior to the
commencement of the next term; provided, however, Custom~ r may terminate this Agreement at
any time after the first year by giving sixty (60) days prior wri :ten notice of termination to Stratus.
S072.REV 08 24 2004
S[ratus ftServer'"'
Master Service Agreement
(2) Termination for Non puyment: Stratus may, at its sole i ption, terminate Service, a Service
Schedule or this Agreement if Customer fails to pay any an ount invoiced by Stratus within ten
(10) days of the date on which it was due.
(3) Terminution for Material Breach: Either Party may termin~ :e a Service Schedule (including any
applicable service option Addendum) at any time if the othe Party (the `Breaching Party") is in
breach of any of its material obligations (each a"Mater al Breach") under this Agreement
regarding that Service Schedule and fails to cure the breac i within thirty (30) days Breaching
Party's receipt of written notice from the non breaching P; rty. If the Material Breach affects
multiple Service Schedules or the Agreement as a whole, th non-breaching Party shall have the
right to terminate this Agreement and /or all affected Service Schedules. "Material Breach" shall
also be deemed to include any instance in which the Breachi ig Party files a voluntary petition in
bankruptcy or under any similar insolvency law, makes a i assignment for the benefit of its
creditors, has filed against it any involuntary petition ir bankruptcy or under any similar
insolvency law, or a receiver is appointed for, or a le~ y or attachment is made against,
substantially all of its assets, if any such petition is not di missed or such receiver or levy or
attachment is not discharged within sixty (60) days after the fi ing or appointment.
(4) Any term of this Agreement, which by its nature extends be yond its termination shall remain in
effect until fulfilled.
8.0 Warranties:
(1) WE WARRANT THAT WE WILL PROVIDE, IN A GOOD AND WORKMAN LIKE
MANNER, THE SERVICES DESCRIBED 1N THIS AGRE ;MENT AND IN EACH SERVICE
SCHEDULE AND ANY ADDENDA ATTACHED THERE"1 O.
(2) THE FOREGOING WARRANTIES ARE IN LIEU OF A,L OTHER REPRESENTATIONS,
WARRANTIES, TERMS AND/OR CONDITIONS, EXPR ESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRAN I'IES OF MERCHANTABILITY,
SUITABLE QUALITY, AND FITNESS FOR A PARTIC JLAR PURPOSE. WE DO NOT
WARRANT UNINTERRUPTED OR ERROR-FREE OPER ~TION OF A SYSTEM OR THAT
ALL PRODUCT ERRORS OR DEFECTS WiLL BE CORRI CTED.
9.0 Limitation of Liability:
IN NO EVENT SHALL STRATUS, ITS AFFILIATES OR THEIR RI SPECTIVE SUB-CONTRACTORS
BE LIABLE FOR ANY DAMAGES RESULTING FROM LOS i OF USE, DATA, PROFIT OR
BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL 0~ CONSEQUENTIAL DAMAGES,
WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY.(2)THE
LIABILITY OF STRATUS', ITS AFFILIATES, AND THEIR RE >PECTIVE SUB-CONTRACTORS
FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND RE GARDLESS OF THE FORM OF
ACTION (IN CONTRACT, TORT OR BASED ON INFRINGEMET T), SHALL BE LIMITED TO THE
AMOUNT THAT CUSTOMER WOULD HAVE PAID TO STF ATUS FOR THE TWELVE (12)
MONTHS OF SERVICE FOR THE PRODUCT (S) THAT IS THE Si BJECT OF THE CLAIM.
10.0 Stratus Property: Support software, including diagnostic routines, ASN Agents and SNMP Agents, as
well as support tools, and documentation ("Property"), which we su ~ply under this Agreement, are and
shall at all times remain Stratus' exelusive property. Except where rec uired by law, you agree not to make
such Property available or disclose the contents thereof to any third p; rties other than your employees and
contractors who are perforrning services for you and have a need to a~ cess such Property in relation to the
Systems covered under this Agreement. You agree to take appropriat ~ action, by instruction or agreement
with your employees and contractors who are permitted access, to satisfy your obligations under this
Agreement. Further, you agree to immediately return all such Pro ~erty to us upon the expiration or
termination of this Agreement and or applicable Service Schedule
11.0 Changes to the Agreement Terms. In order to maintain flexibility n the manner, in which we provide
service, we may, after the initial term of a Service Schedule, change tl e terms and conditions under which
the Products listed on that Service Schedule are serviced under this Ag •eement, including any Addenda, by
5072.REV 08 24 2004
Strams ftServer'"'
Master Service Agreement
giving you not less than ninety (90) days prior written notice. These ~ ill only apply as of the effective date
we specify in the notice. You have thirty (30) days firom receipt of ~ change notice in which to reject, in
writing the change, and thereby terminate this Agreement and all affected Service Schedules. If you
terminate this Agreement, you shall be refunded any prepaid service ;harges on a prorated basis, and you
shall only be liable for service charges up to the date of termination. Failure to reject the change indicates
your conclusive acceptance of the change. Except as stated above, f~r a change to be valid it must be in
writing and signed by both of us. Additional or different terms in any >rder or written communication from
you are void.
12.0 General:
(1) We wiil provide Service only at the location(s) specified in f~e Service Schedule unless we agree
otherwise, in writing.
(2) Neither Party may assign or transfer any of its rights or obli~ ations under this Agreement without
the other Parties express written consent. Any attempt by ~ ou to make any such assignment or
transfer without our express written consent will be deemed ~ oid. However, Stratus shall have the
right to assign this Agreement in connection with the sale o~ transfer of all or substantially all of
its assets.
(3) The waiver or failure of either Party to exercise in any respec ts any right provided for herein shall
not be deemed a waiver of that or any other right hereunder.
(4) This Agreement as supplemented by the specific Service Sct edule and any associated Addendum
thereto as executed by the Parties, constitutes the entire ag •eement between the Parties for the
subject matter hereof and supersedes all prior and < ~ntemporaneous written and oral
representations, proposals, negotiations and communications. In the event of any inconsistency or
conflict between this Agreement and a Service Schedule, the ~ervice Schedule shall prevail.
(5) This Agreement, the transactions occurring and services prov ded hereunder shall in all respects be
governed by and enforced in accordance with the laws of the jurisdiction where our affiliate
delivering the Services is organized. lf Services are deliverec by our affiliate in the United States,
the laws of the State of Florida (except for the conflict of lav principles thereo~ shall govern and
control.
13.0 Indemnification. Except with respect to software products licen ~ed under any version of the GNU
General Public License Agreement or any other open-source license agreement, Stratus shall defend any
claim, brought against Customer so far as it is based on a claim tl- ~t any product furnished by Stratus
hereunder infringes a United States patent or copyright of a third part ~, and shall indemnify the Customer
against all damages and costs 6nally awarded therein against Custor ier, provided that Stratus is notified
promptly in writing of the claim and given full authority, information ind assistance for the defense and/or
settlement of such claim, which defense and/or settlement shall be ui der Stratus' sole control. If a claim
has occurred, or in Stratus' opinion is likely to occur, Customer agref s to permit Stratus, at its option and
expense, to procure for Customer the right to continue using the prod ict or to replace or modify the same
so that it becomes non-infringing, or, if neither of the foregoing altern~ :ives is reasonably available, remove
the product, and refund Customer the purchase price thereof as depreci ~ted or amortized by an equal annual
amount over the lifetime of the product taking into account normal acc ~unting practices. Stratus shall have
no liability for any claim based upon or arising out of the combinat ~n, operation or use of any product
supplied hereunder with equipment, devices or software not supplied t y Stratus. Stratus has no liability for
any claim based upon alteration or modification of any product. The oregoing states the entire obligation
of Stratus with respect to infringement or the like.
Nothing contained in the foregoing indemnification shall be construe~ to be a waiver of any immunity or
limitation of liability the Customer may have under the doctrine of so ~ereign immunity or Section 768.28,
Florida Statues.
14.0 Venue. In the event of any litigation between the two parties he eto, venue in Miami-Dade County,
Florida.
5072.REV O8 24 2004
4
SVatus ftServer''"'
Master Service Agreement
15.0 lnsurance. Stratus shall obtain insurance of the types described belo~ ~:
15.1 Worker' Compensation Insurance - as required by law ac d Employer's Liability Insurance -
$1,000,000.00. The city of Miami Gardens will not accept iled certificates of exemption forms
for Worker's Compensation [nsurance.
15.2 Fidelity/Dishonesty Coverage -$500,000.00 per occurrence.
15.3 General Liability Insurance -$1,000,000.00 for each occuram e, general aggregate, personal injury
and products/completed operations.
15.4 Automobile L.iability Insurance for owned vehicles, non-~ ~wned vehicles & hired vehicles -
$1,000,000.00 combined single limit.
The required insurance coverage shall be issued by an insurance cor ipany authorized and licensed to do
business in the State of Florida, with the minimum rating of B+ or ~etter, in accordance with the latest
edition of A. M. Best's Insurance Guide.
Agreed to by and between the authorized representatives of Customer and of :~tratus Technologies Ireland Limited
this day of , 2~~_
of Miami Gardens Florida
Customer
By:
Name:
Title:
Date:
S072.REV 08 24 2004
5
Stratus Technol igies Ireland Limited
f~ 1
BY~ ~'~ C~ ~ u~ J~1 ~~~ ~`-------
Name: _ ~ ~~f2-~'~~t (Ltl~)E~ K~~-'~'L~~-
T;c~e:
Date:
`'~ Iv ~rnY' t= -~~ A~t~tK~F~ ll
~ ~ ~~~cvLC ~~L `-;l~~~,~~-.
Stra[us HServer~'"'
Master Service Agreement
Stratus ftServer'~M
SERVICE SCHEDULE
This Service Schedule is subject to and made a part of the Master Se •vice Agreement between Stratus
Technologies Ireland Limited and the City of Miami Gardens Florida. ,he Effective Date of this Service
Schedule shall be the date of initial installation of the following Syst~ ;m(s) unless a different Effective
Date has been agreed and listed below. Stratus agrees to provide and you agree to pay for the
Services selected and described in the Agreement and selected Sei vice Level Addendum and any
Optional Services selected below for the System (Hardware and Sof ware) listed below.
1. Effective Date: [Date of installation or other date agreed date] _
2. Customer Contacts:
Please provide full details for the Primary Contact and up to four Named Con~ ~cts. Any subsequent changes to the
~2II1CU l~0IIt2Ci5 S110U1a DG SUVtllt~lcu tu yvu~ w~,ai .~ua~ua..~
Primar Contact Name:
Address:
Phone: (
Email:
Facsimile:
presentat~ve.
Named Contact Name (1): Named Contac Name (2):
Address: Address:
Phone: ( ) Phone: ( )
Email: Email:
Facsimile: ( ) Facsimile: ( )
Named Contact Name (3): Named Contac' Name (4 :
Address: Address:
Phone:( ) Phone:( )
Email: Email:
Facsimile: ( ) Facsimile: ( )
5072.REV O8 24 2004
Stratus ftServerTM
Master Service Agreement
3. Selected Services Level, Optional Services and Service Costs
SYSTEM(s)
DESCRIPTION OF SERVICES OPTION System
SELECTED Model # Site ID Location
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Extended Business Hours Field Service
FRU Re lacement (12x5)
Extended Business Hours Field Service
FRU Re lacement (24x5)
Saturday Field Service FRU Replacement
(8x6)
Weekend/Holiday Field Service FRU
Re lacement (8x7)
Weekend/Holiday Field Service FRU
Re lacement (24x7)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (8x5)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (24x5)
Full CRU/FRU Onsite Replacement,
Normal Service Levels (24x7)
Technical Account Management Services
(NTAM)
Expedited Parts Delivery (Same Day)
S072.REV O8 24 20(kl
Stratus ftServerT"'
Master Service Agreement
Service Schedule
IN WITNESS WHEREOF, the parties have a~,~reed to the terms and con~ litions of this Service Schedule as
indicated below.
City of Miami Gardens Florida
Customer
By:
Name:
Title:
Date:
S072.REV 08 24 2004
Stratus Techn~ logies Ireland Limited
I ~
By: ~ u~~b n o~L(C~ , ~~1.1
Name: (~j(~GIL~IiE k~:-~`G-`~
Title: __ ~-~~~A~lz~~ iV1f~~UfK~ i~
Date ~'r ~1'LCvZ( ~,~ :~CaC3~-"
Stratus ftServerrM
Master Service Agreement
Stra~tus'
Technologies Stratus ftServer'"'
ASSURED AVAILABILITY PLUS SERVICE LEVI ,L ADDENDUM
This addendum ("Addendum") is subject to and made a part of the Stratus Se vice Schedule ("Service Schedule").
All definitions and terms contained in the Master Service Agreement and the Service Schedule apply to this
Addendum. The terms of this Addendum shall control in the event of inconsist :ncies.
This Addendum describes the specific responsibilities, services, fees, and ot ier terms applicable to the Covered
System(s) identified in the above referenced Service Schedule for which you 1 ave elected the Assured Availability
Pius level of service.
1.0 Customer Assistance Centers (CAC) Services
Stratus will use best commercial efforts to provide remote and telepk one Hardware and Software support
within the times described below. You may report Problems with y~ ~ur System either by telephone or e-
mail, depending upon the severity of the Problem.
(1) Critical: Stratus will acknowledge receipt of the problem with n thirty (30) minutes. Stratus will
provide CAC services on (i) a continuous basis until the Syster ~ is restored to service and (ii) on a
priority basis until a suitable workaround is provided or until ill material aspects of the System's
functionality are restored.
(2) Serious: Stratus wil] acknowledge receipt of the problem withir. two (2) hours. Stratus will provide
CAC services on a priority basis until the System's functionality i. restored or a suitable workaround is
found.
(3) Moderate: CAC services will be provided during local business h~urs only. Stratus will acknowledge
receipt of the problem within four (4) hours. Stratus will use rea~ ~nable efforts to resolve the problem
or provide a work around within seven (7) calendar days.
(4) Minor: CAC services will be provided during local business hc ars only. Stratus will acknowledge
receipt of the problem within four (4) hours. Minor problems wil be corrected in a manner and within
a time frame as determined by Stratus in its sole discretion.
2.0 Problem Definitions
(1) Critical: A Problem that causes your System to become complete y unavailable to users.
(2) Serious: A Problem that substantially impairs the operation of yoi r System.
(3) Moderate: A Problem that does not substantially impair System c~eration.
(4) Minor: A Problem that does not impair System Operation. It is n~n-conforming behaviour that can be
avoided orignored.
3.0 Remote System Support and Monitoring: We will provide yoi 7x24 remote system support and
monitoring. You hereby authorize Stratus and its service representati res or agents, the right to access the
Covered System(s) and authorize us and them to use remote diagno ~tic and support tools in connection
with providing such Services. We will provide remote support and nonitoring of the System through a
secure electronic connection between your Covered System and our C AC using the Stratus Active Service
Network (ASN) provided you furnish for our use, free of charge, al necessary telephone, data and any
other communications equipment we require. All such telephone, d: ta and other equipment must at all
times function at optimal levels. Remote System Support means:
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(1) Hardware Problem auto notification. Your System will automat cally generate a call to Stratus CAC
notifying us of a Hardware failure,
(2) Automatic parts replacement: our CAC will disburse a part r;placement based on your System's
automatically generated calls;
(3) An initial response telephone call back, by our CAC personnel, d,ring Stratus business hours, within 4
hours of receiving an automatically-generated call;
(4) Access to Software downloads, uploads and on-line diagnostic roi tines;
(5) System reports auto notification initiated by and relating to Softw, re installations and system reboots.
4.0 Telephone Support: We will provide you with 7 x 24, unlimited, tc 1 free access, to the Stratus CAC for
assistance with software problems related to the Stratus Software md supported non-Stratus Software
identified in your Service Schedule (individually and/or collectively ~ereinafter referred to as"Supported
Software"). Stratus technical support engineers will provide root cai se problem determination and relief,
available Software updates and patches as well as information and assi ~tance related to Software features.
(1) Stratus Software: We will maintain Stratus Software such th~ : it will inter operate with the then
Stratus supported release of the Windows operating system nd any then third-party Supported
Software.
(2) Microsoft Windows Support: For Critical and Serious problem : related to the Microsoft Windows
operating system kernel, we will provide you priority access to 7Vindows certified Stratus engineers,
who will work collaboratively with Microsoft support persom el to address problems traced to a
Microsoft product.
5.0 Active Service Manager Services: Customer will have access to the i~llowing Stratus' 7x24 electronic
support services:
(1) Service event call logging and monitoring;
(2) Stratus' technical Knowledgebase;
(3) Software downloads;
(4) Product and service notifications; and
(5) Security management
6.0 Aardware Remedial Services
(1) Advanced Parts Exchange - Next Business Day: We will u: ~ commercially reasonable efforts to
ship Hardware replacement parts within the same busines; day of receiving an automatically-
generated call through Remote System Support or by way ~f a Telephone call-in request that is
received prior to 5:00 p.m. local time. Restrictions may ap ~ly in certain countries. Stratus will
pre-pay the cost of shipping the replacement part to your lo~ ation. A next-business-day delivery
carrier chosen by Stratus will make shipments. Each replaa ment part shipment will also include
shipping material and a pre-paid freight bill for return of th< defective part. You must return the
defective part to Stratus within fourteen (14) calendar days from the date of reported failure. If
you fail to do so, Stratus will bill and you will pay the list ~ rice of the replacement part shipped.
Stratus assumes all risk of loss or damage to parts that are in transit to and from your location.
(2) On-Site Hardware Support: If Stratus determines that it is ne ;essary to do so, we will provide on-
site Hardware support Services at our cost and expense ncluding labor, parts and material
necessary to repair your System.
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(3) Same Day Emergency On-Site Services: We will provide s~me day emergency on-site service if
your System experiences a Critical problem and it cannot I~e recovered through remote support
means.
(4) Next Business Day On-Site Services: We will provide next business day on-site service if your
System experiences a Serious problem and cannot be recover ;d through remote service means.
(5) Hardware On-Site Support Services Conditions:
(a) You agree to render all reasonable assistance and to c~operate fully with Stratus' service
representative or agent. Additionally, you agree to ensi re his/her ability to work without
interruption or interference.
(b) Upon arrival at the site, subject to Stratus' reasonable judgment, on-site Services will be
provided until such time as the System is operational or as ong as reasonable progress is being
made. Work may be temporarily suspended if additional pa; ts or resources are required, but will
resume when they become available.
(c) Travel expenses incurred in traveling to and from a Sys em site located more than fifty (50)
miles [eighty (80) kilometers] from the nearest Stratus service center wil] be charged to and paid by
you.
7.0 Technical Account Management Services: If you purchase ~:ratus' optional Technical Account
Management services, Stratus will assign a named technical accoun manager ("NTAM") who will have
responsibility to coordinate and deliver services to meet your service ieeds. The NTAM's services will be
available weekdays, during local Stratus business hours, excluding loc il Stratus holidays.
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Stra~tus'
Technologies
Stratus ftServerTM
ASSURED AVAILABILITY PROGRAM GUAR ~NTEE ADDENDUM
for
ASSURED AVAILABILITY PLUS AND ASSURED AVA: LABILITY SERVICE LEVEL
COVERED SYSTEMS
This addendum ("Addendum") is subject to and made a part of the Service Sch ;dule ("Service Schedule"). lt applies
to and is available only for Systems covered under the Assured Availability E lus and Assured Availability Service
Addendums. All definitions and terms of the Master Service Agreement and t} e Service Schedule shall apply to this
Addendum. This option must be selected contemporaneously with and at the t me of initial purchase of the Covered
System. In the event of conflict, the terms of this Addendum shall prevail. 1'he effective date of this Addendum
shall be the Effective Date of the referenced Service Schedule.
1. Service Charge Credit: [f the System described in the referenced Sf rvice Schedule fails as defined below
("System Failure"), Customer will be entitled to a credit against fi ture service payments in a prorated
amount equivalent to one month's service charge for the System that e xperienced the System Failure.
2. General Conditions and Qualification applicable to this Addendw ~:
For purposes of this addendum and subject to the following qualificati ~ns, a System Failure occurs when a
Covered System that was previously functioning properly becomes un ~vailable, rending Customers users
unable to use it, provided that:
(1) The System Failure must occur during (and as a result o~ us : of the Covered Systems exclusively
for production purposes as opposed to development purposes
(2) Coverage under this addendum for systems covered under m Assured Availability Plus Service
Level Agreement applies only to the extent that System F~ilure occurs as the result of Stratus
Hardware, Stratus Software, the Stratus supported ver: ion(s) of the Microsoft Windows
Operating System kernel or other Stratus-Supported Softwa •e as listed in the referenced Service
Schedule.
(3) Coverage under this addendum for systems covered under a~ Assured Availability Service Level
Agreement applies only to the extent that System Failure occ urs as the result of Stratus Hardware,
or Stratus Software. The Stratus supported version(s) oi the Microsoft Windows Operating
System kernel or other Stratus-Supported Software does not ~ pply for coverage.
(4) The Covered Systems must consist exclusively of Stratus-c :rtified hardware components, all of
which must have been installed by Stratus or its authorized a~ ent.
(5) The Covered Systems must have been running in the ully redundant mode of operation
immediately prior to System Failure. Any system runnin€ a redundant component in simplex
mode is ineligible for coverage under this Option unless and antil the component is restored to the
fully redundant mode.
(6) Coverage is limited to the single System, which experienced he System Failure.
(7) Coverage does not apply to problems that occur on more t ~an one occasion or that affect more
than one System.
(8) Coverage does not apply where a System Failure results in c~nnection with (a) any planned event,
whether initiated by either Stratus or you, such as a reboot, ~CO installation, a software upgrade,
hardware component installation or de-installation, or a firrr ware or similar system configuration
changes; (b) any planned or unplanned event initiated by y~u outside the scope of your normal
operation or use of the Covered System; (c) known defects c r bugs: (d) outages due to security or
network problems; or (e) the occurrence of force majeure an~ other events of the type described in
section 5.0 of the Agreement.
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3. Stratus' Responsibilities:
(1) Stratus will provide you with notitication, in writing or ove the Stratus Active Service Network
(ASN), of any known condition that could cause an availabili :y problem.
(2) When appropriate, the Stratus Service Manager will schedi le a meeting to discuss qualification
and eligibility of a service credit.
4. Customer's Responsibilities:
( I) Operate the System in fully redundant mode.
(2) Determine if there was an availability problem during any ~ alendar month, prior to requesting a
service credit.
(3) Ensure that all changes to System configuration are made I~y Stratus or it's Authorized Service
Representative.
(4) Ensure that Customer neither instail nor authorizes the instal ation on any Covered System of any
products, whether hardware or software, that are not Stratus s apported products.
(5) Fully implement (within fourteen (14) days of your receipt >f written notification from Stratus),
any requested procedures (including without limitation, installation of software bug fixes)
intended to avoid a~y known condition that could degrade sy, tem availability.
(6) Notify Stratus in writing, of any request for service credit. Y~u will have waived your right to any
credit under this Addendum if you fail to notify Stratus of a`. ystem Failure within thirty (30) days
of the System Failure.
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Master Service Agreement
Assured Availability Plus Service