Extracted text (via pymupdf_layout)
25440 characters
Agreement No. 14071-SS
Bull HN Information Systems Inc.
285 Billerica Road, U.S. Finance
Chelmsford, MA 01824-4174
EQUIPMENT SALE, PRODUCTS AND SERVICES
AGREEMENT
Customer Maricopa County Sheriff’s Office
Billing Address: 550 West Jackson St., Phoenix, AZ 85003
This Agreement including the “Other Documents” specified herein (“Agreement”) governs the equipment, products and services provided by Bull HN
Information Systems Inc. (“Bull”) to Customer.
1. Acceptance Date
This Agreement is accepted when it is signed by Bull.
2. Title and Risk of Loss
Equipment title passes to Customer upon shipment. Risk of loss passes to Customer upon equipment delivery to Customer's site or 30
days from shipment, whichever occurs first.
3. Equipment Purchase
3.1 Equipment Warranty
A. Bull warrants to Customer (i) good and clear equipment title, free and clear of liens and encumbrances, and (ii) that the
equipment is free from defects in workmanship and material under normal use during the applicable warranty period.
B. During the warranty period, Bull’s authorized service provider (“Service Provider”) shall provide parts and labor during its
normal working hours for the repair or exchange of parts defective in workmanship and material at a Bull authorized service
location or at Customer's site, as determined by the equipment type.
C. This warranty extends only to Customer as the original purchaser and excludes expendable parts.
D. The Warranty Group and warranty period are in the applicable form listed under "Other Documents".
3.2 Installation
Prior to shipment, Customer is to prepare its site in accordance with Bull's specifications and instructions.
3.3 Terms of Payment
The Total Balance Due is to be paid:
A. within 10 days after the Installation Date (the date the Service Provider completes its test routines and programs on the
equipment) for all equipment shipped hereunder which has the same System Number, including CIUs shipped with other
equipment;
B. within 30 days from date of invoice (i) for equipment shipped consisting entirely of CIUs, and (ii) where the Service Provider
installation service has not started within 30 days of shipment due to no fault of its own, and
C. upon receipt of invoice for installed equipment converted to purchase.
3.4 Security Interest
Until full payment is received, Bull reserves a purchase money security interest in all equipment, additions, accessions,
replacements, products and proceeds to secure payment by Customer. Bull may sign on behalf of Customer and file financing
statements to perfect or evidence Bull's security interest. Customer agrees to pay all charges associated with the filings.
3.5 Patents and Copyrights
Bull shall defend or settle any claim brought against Customer alleging infringement of any patent or copyright in the United States
by any equipment or Software Product provided Customer promptly notifies Bull in writing of same and gives Bull full information
and assistance. If the claim has occurred or in Bull's opinion is likely to occur, Bull may at its election and expense either obtain for
Customer the right to continue using the equipment or Software Product, instruct the Service Provider to replace, correct or modify
it so that it is not infringing, or to remove the equipment or Software Product, and grant Customer a credit as depreciated. Bull is
not liable if any infringement claim is based upon (i) the interconnection, operation or use of the equipment or Software Product in
combination with equipment, software or other devices not made or supplied by Bull, (ii) use or operation of the equipment or
Software Product in a manner for which it was not designed or recommended by Bull or (iii) alteration, adaptation or modification of
the equipment or Software Product. Subject to the Limitation of Remedy provisions herein, Bull shall pay damages finally awarded
SC-600B Printed in U.S.A.
Equipment Sale, Products and Services Agreement 10/2009
Page 1 of 6
or for any settlement made with Bull's prior written authorization. For purposes of this Section 3.5, Software Product includes
Diagnostic Materials.
3.6 Licensed Internal Code
A. Licensed Internal Code ("Code") means instructions embodied in some discrete device or media that are either imbedded
into or are to be loaded into equipment, are an integral part of, and required by, equipment and execute below the external
user interface. Customer acknowledges that Bull or its licensors own all copies of Code including all copies made from them
and that Code is copyrighted by Bull or its licensors.
B. Bull grants Customer a license to use the Code and authorizes Customer to: (i) execute the Code to enable the equipment
to perform in accordance with Bull's (or its licensor's) official published specifications, (ii) make a backup or archival copy of
the Code unless one is provided by Bull, which copy Customer may use only to replace the original in the equipment, and
(iii) execute and display the Code as necessary to operate the equipment and have it maintained.
C. Customer shall include the copyright notices and any legends on each copy of Code.
D. Customer shall not: (i) otherwise copy, display, adapt, modify or electronically distribute the Code except as may be
authorized by Bull in writing, (ii) reverse assemble, reverse compile, decode or translate the Code or (iii) sublicense, assign
or lease the Code.
E. Customer may transfer possession of the Code to another party only with the transfer of the equipment provided any party
receiving Code from Customer agrees to be bound by the terms and conditions herein. Customer's license to use the Code
is discontinued when Customer no longer owns or rightfully possesses the equipment.
4. Charges
4.1 Charges for equipment and products are provided in the applicable form listed under "Other Documents".
4.2 Bull invoices all annual charges in advance and Customer's payment is due within 30 days from date of invoice. Except as
provided in Section 3.3, other incurred charges, such as onetime payment, are payable upon receipt of invoice.
4.3 Annual license fees start as of the License Term for Software Products (Section 5.3),
4.4 For a Software Product added during a license term, its annual license fee (i) will be prorated for the time remaining in the billing
period, and (ii) is subject to increase as provided in Section 4.5.
4.5 If Bull increases the commercial annual license fee and gives 60 days written notice of the increase, then Bull may implement the
increase as follows for installed and on order items:
A. For annual billing, on the renewal date of a Software Product License Term.
B. No increased license fee will exceed Bull's then current commercial fee.
4.6 Customer is to pay:
A. all charges for Bull supplied media, transportation and related charges;
B. or reimburse Bull for all taxes on Customer or Bull on any interest in the equipment, products or services or upon this
Agreement, exclusive of taxes on Bull's net income, and
C. a late payment charge of 1.5% per month, but not in excess of the lawful maximum, on any past due balance.
4.7 If Customer does not pay when due and nonpayment continues for 10 days after written notice by Bull, then Bull may declare all
unpaid charges and fees immediately payable.
5. License for Software Products and Diagnostic Materials
5.1 Grant
A. Bull grants to Customer a nonexclusive, nontransferable license to use each Software Product consisting of any computer
programs and related materials such as documentation ("Software Product") solely for Customer's own use on that
equipment unit, identified by Bull's System Number, which runs the Bull Software Products ("Central System"). If Customer
is temporarily unable to use a Software Product on the Central System because of conditions beyond Customer's control,
Customer may temporarily use the Software Product on another designated Central System.
B. Bull also licenses to Customer maintenance, support and other diagnostic routines, computer program media and related
documentation ("Diagnostic Materials") provided by Bull for use in installing, testing, diagnosing or verifying Bull's equipment
or Software Products. Unless expressly stated, no other provision of Section 5 applies to Diagnostic Materials.
5.2 Customer Rights/Obligations
A. For Software Products in machine readable form, Customer may (i) make sufficient copies necessary for Customer's own
use, and (ii) make adaptations or merge any Software Product in any part or form into other software to create an updated
work provided that, upon termination of the license, such adaptation or updated work is completely removed from the
Software Product. No copyright license is granted Customer in the exclusive rights of copyright owners except where the
Software Products or Diagnostic Materials are provided by Bull in machine readable form.
SC-600B Page 2 of 6 10/2009
Equipment Sale, Products and Services Agreement
B. Customer agrees:
(1) that all copies of Software Products provided by Bull or made by Customer, in any form, and all Diagnostic Materials
are and remain the property of Bull or its licensor. Customer (i) has no right, title or interest in the Software Products or
any Diagnostic Materials, except as stated herein, (ii) shall not sell, transfer or otherwise make available the Software
Product or any Diagnostic Materials to others, (iii) shall secure and protect each Software Product and Diagnostic
Materials, including erasure thereof prior to disposing of media, consistent with the maintenance of the rights therein,
and (iv) shall take any action necessary with its employees who are permitted access to each Software Product and
Diagnostic Materials to satisfy its obligations;
(2) to keep confidential Software Products and Diagnostic Materials containing trade secrets and that this obligation
survives termination of this Agreement;
(3) not to reverse assemble or decompile any Software Product or Diagnostic Materials in whole or part;
(4) to include copyright or trade secret notices on all copies and adaptations in any form of the Software Product;
(5) to pay Bull or the Service Provider, as applicable, for services necessitated by adaptations of any Software Product or
Customer's failure to utilize current Software Product releases;
(6) to determine the appropriate use and limitations of each Software Product;
(7) that for Software Product license fees based on (i) the maximum number of users allowed access or (ii) usage, such as
the number or size of items stored and/or processed, Customer shall not permit use of the Software Products beyond
that authorized by the license fee, and
(8) that certain Bull licensed software contains software from various vendors who are third party beneficiaries of this
license and may also enforce this license.
C. For Software Products that Bull offers as "porting tools", Customer's right to copy and use any given program in any form on
a Bull system is the sole responsibility of Customer. Therefore, before contracting for porting tool Software Products,
Customer must have these rights, and Customer agrees to indemnify Bull for any claim that Customer does not have such
rights.
D. A license agreement will accompany the shipment of certain Software Products. If inconsistencies exist between that
agreement and these provisions, the accompanying agreement prevails. If such agreement is not a Bull license, Bull
provides the product "AS IS".
5.3 License Term
A. The license for each Software Product and Diagnostic Materials, respectively, is effective on Bull's shipment date and
continues until terminated as provided in Section 5.4 herein. The initial License Term for all Software Products under the
same System Number that are provided under an annual license fee starts upon installation of the Central System, as
determined by Bull, and continues for 1 year plus any days remaining in the month following such year.
B. For a Software Product added after the Central System is installed, its License Term starts 30 days after shipment of the
Software Product and continues as follows:
(1) for annual license fees, the remainder of the annual License Term.
C. For Software Products under an annual license fee, the License Term renews for 1 year terms unless terminated as
provided herein.
5.4 Termination
A. Customer may terminate a license upon 30 days written notice as follows: for annual licenses, at the end of the then current
License Term.
B. If Customer fails to comply with its license obligations and such failure continues for 10 days after receipt of notice from Bull,
then Bull may terminate the license and require the immediate return to Bull of all affected Software Products and Diagnostic
Materials and all copies in any form.
C. The license for certain Diagnostic Materials, as described in Bull's documentation, ceases upon termination of equipment
maintenance and/or software support service or until terminated by written notice to Customer, whichever occurs first. In any
event, the license for each Software Product and Diagnostic Materials terminates when Customer's possession of the
Central System ceases.
D. Within 5 days after (i) installation of a Software Product which replaces another or (ii) the license termination of a Software
Product or Diagnostic Materials, Customer is to destroy the original and all copies in any form and upon request certify the
destruction in writing.
6. Software Product Support
SC-600B Page 3 of 6 10/2009
Equipment Sale, Products and Services Agreement
This Section 6 applies only to those Software Products licensed by Bull to Customer where the license fee includes software support, and
only for the period software support is included by Bull at no additional charge.
6.1 Basic Support
A. Basic Software Product Support (Basic Support) is provided on a Central System basis, as designated by each System
Number.
B. Basic Support applies to eligible Application Software Products and System Software Products, but does not include onsite
service that Bull provides under applicable Time and Materials labor rates and charges.
6.2 Support and Charge Applicability
A. Basic Support: Basic Support is included at no additional charge under the Software Product annual license fee.
B. For IB1 and IC1 License Code Software Products, support is included at no charge for a 1 year period (2 years for IC2 and
90 days for IC90 code Software Products), as specified in Customer's order, plus any days remaining in the month following
the no charge period for each such Software Product and only if Customer contracts for chargeable support when ordering
the Software Product.
6.3 Support Service and Term Start Dates
A. The initial Support Term for Basic Support for eligible Software Products under the same System Number (i) starts upon
installation of the Central System, and (ii) is 1 year plus any days remaining in the month following such year.
B. For a Software Product added after a Support Term starts, support commences 30 days after shipment of that Software
Product. Except as provided for IB1, IC90, IC1 and IC2 software, support continues for the remainder of the then existing
Support Term subject to Section 6.6. For IB1, IC90, IC1 and IC2 software, support is provided during the no charge period
subject to Section 6.6.
C. Upon expiration of the initial Support Term, support continues for 1 year renewal terms during the balance, if any, of the no
separate charge support period, subject to Section 6.6.
6.4 Customer is to:
A. designate to Bull a primary contact(s) with Bull for Software Product problems. Such individual is to have the knowledge to
define the technical aspects of Software Product problems to Bull and interpret and apply remedial instructions received
from Bull, and
B. install updates, revisions to the then current release or a Bull specified prior release of the Software Products within 90 days
from date of shipment thereof or upon instruction from Bull.
6.5 Support Services
The support services are as follows:
Telephone access is provided 24 hours per day, 7 days per week for the purpose of receipt and relay of Customer calls to
Customer Support Center (CSC) personnel during the CSC's hours of availability.
6.6 Support Alteration and Termination
A. If the Software Product is or operates under the then current operating system general release on the date that support
starts as defined in Section 6.3 (or before such start date, if under a specified prior release) then, Bull may alter or terminate
Basic Support effective as follows:
(1) if Current General Release: Upon expiration of a Support Term, and
(2) if Specified Prior Release: On or after the start of a Support Term.
B. Customer shall be provided prior written notice of Basic Support alteration or termination for the following License Code
Software Products:
(1) Annual A - 90 days
C. Operational Support is provided for 90 days from shipment of the Software Product.
D. In any event, Basic Support automatically terminates upon termination of the license for the Software Product.
6.7 Software Support General
A. Support Coverage
Basic Support is provided as follows:
(1) for Software, then support must be elected for all software under that System Number.
SC-600B Page 4 of 6 10/2009
Equipment Sale, Products and Services Agreement
B. Limitations
(1) Installation: The installation or systems generation of Software Products and revisions/updates and releases are
Customer's responsibility and are not included under this Agreement.
(2) Support of Latest Updates: Unless otherwise specified, the Service Provider supports Software Products that are or
operate under the (i) latest 2 updates of the then current operating system general release or (ii) based on the product
line, the latest 1 or 2 updates of a Bull specified prior release operating system.
(3) Unmodified Software Products: Support is for the unmodified portion of eligible Software Products. Support is available
for modified portions of Software Products in accordance with the Service Provider’s then current terms, conditions and
charges.
7. Equipment, Software Products and Services General
7.1 Ordering
A. Customer may order certain equipment, Software Products and services under a Customer order form authorized by Bull or
the Service Provider, as applicable, which at a minimum contains (i) the identity of the equipment, Software Product or
service (by quantity, model number, description and charges) and System Number, and (ii) for products, shipment
instructions including requested delivery dates in accordance with Bull's standard lead times. Any other terms and conditions
on the order form or otherwise are not binding on Bull or the Service Provider, as applicable, even if Customer fails to
reference this Agreement, which shall be deemed automatically incorporated in Customer's order.
B. All orders are subject to Bull's or the Service Provider’s, as applicable, acceptance and credit requirements.
7.2 Delivery
A. Bull delivers equipment and Software Products F.O.B. point of shipment in accordance with a mutually agreeable delivery
schedule.
B. While Bull makes every effort to ship equipment consistent with Customer's delivery requirements, Bull may provide interim
equipment where a delay of ordered equipment occurs. Interim equipment will have equal or greater functionality than the
ordered equipment. Bull shall notify Customer in writing prior to shipping the interim equipment. When the ordered
equipment is received by Customer, the interim equipment is to be returned immediately to Bull, at Bull's expense, free and
clear of all liens and encumbrances.
7.3 Limitations of Remedy
A. Bull and Customer are not liable for any indirect, special or consequential damages or lost profits to anyone arising out of
this Agreement or the use of any equipment, product, documentation or services.
B. Except for an action for payment of taxes, no action in any form arising out of this Agreement shall be instituted more than 2
years after the cause of action has arisen or in the case of nonpayment, more than 2 years from the date of last payment or
promise to pay.
C. Customer's exclusive remedy and Bull’s entire liability in contract, tort or otherwise is (i) for equipment under warranty that is
defective, to repair or exchange such equipment, and (ii) for software and software support services, to correct or exchange
the software or service which is inoperable.
If Bull or the Service Provider, as applicable, is unable to correct, repair or exchange, then Bull shall pay Customer actual
damages not to exceed the charges paid Bull for (i) the defective equipment under warranty causing the actual damages or
(ii) the inoperable software or services during the period causing the actual damages.
7.4 Warranty Exclusion
BULL AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING (WITHOUT LIMITATION)
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE NOT SPECIFIED
HEREIN, RESPECTING THIS AGREEMENT AND THE EQUIP-MENT, SOFTWARE, DOCUMENTATION AND SERVICES PRO-
VIDED. BULL DOES NOT WARRANT THAT USE OF THE SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR THAT
THE SOFTWARE PRODUCTS ARE ERROR-FREE.
7.5 Any written notice or other communication relating to products (excluding services) permitted or required by Customer is to be
sent by first class mail to the Bull location specified herein.
7.6 Supplier Beneficiaries: The Limitations of Remedy and Warranty Exclusion provisions of this Agreement apply also to Bull’s
suppliers who are intended beneficiaries of such provisions.
7.7 Exchanged Equipment, Parts and Materials: All equipment, parts and materials exchanged due to equipment warranty,
installation or upgrade become the property of Bull at no charge. Customer warrants that as of the date of exchange, it is the lawful
owner of the exchanged item and transfers all right, title and interest therein to Bull free and clear of all liens and encumbrances.
SC-600B Page 5 of 6 10/2009
Equipment Sale, Products and Services Agreement
7.8 Remote Services: In order that Software Product support services may be provided for selected systems designated by Bull,
Customer shall provide at its expense a dedicated telephone line for those systems. Bull or the Service Provider shall provide in
accordance with then current policies and instructions the modem to be used by Customer for these remote services.
7.9 Diagnostic Materials Updates/Revisions: Customer is to install updates and revisions to the Bull specified release of the
Diagnostic Materials within 30 days from shipment thereof.
7.10 Bull's obligations under this Agreement are limited to the United States. Customer shall not export directly or indirectly any
technical data, information or items acquired under this Agreement to any country for which the United States Government (or any
agency thereof) requires an export license or other approval without first obtaining such license or approval and shall incorporate in
all export shipping documents the applicable destination control statements.
7.11 Bull is not liable for any failure or delay in performance due to any cause beyond its control and has no obligation arising out of
the abnormal use of any item, site conditions not conforming to Bull specifications, or any causes external to any item, including
but not limited to accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightning,
electrical disturbances or other similar causes. Any service that is outside the scope of this Agreement may be provided, as
available, in accordance with the Service Provider’s then current terms, conditions and charges.
7.12 Customer may assign this Agreement in whole or part only with the prior written consent of Bull. Bull may assign this Agreement
in whole or part and all or part of the payments to the extent that Bull's obligations to Customer are not affected. Bull shall notify
Customer of any such assignment and, upon request of assignee, Customer shall pay assignee directly for all payments assigned.
Assignee will be entitled to assert all assigned rights but will not be obligated to Customer for any of Bull's obligations, and
Customer agrees that any claim by way of abatement, defense, counterclaim or the like will not be asserted against assignee.
7.13 If Customer fails to perform as provided herein, Bull has the right to terminate this Agreement and to exercise any other remedy
existing at law or in equity. Customer is to pay Bull all costs and expenses including attorneys' fees incurred in exercising its rights
and remedies. No delay or failure of Bull to exercise any right or remedy constitutes a waiver.
7.14 Any amendment to this Agreement is to be in writing and signed by both parties.
7.15 This Agreement is governed by Massachusetts law, is the complete and exclusive statement of the agreement between the
parties relating to the subject matter hereof and supersedes all prior oral and written proposals and communications.
8. Other
Documents
Title Form No. Date
CUSTOMER ACKNOWLEDGES READING THIS AGREEMENT INCLUDING ITS “OTHER DOCUMENTS”.
Customer Bull HN Information Systems Inc.
By By
(Authorized Signature) (Date) (Authorized Signature) (Acceptance Date)
(Print Name and Title) (Print Name and Title)
SC-600B Page 6 of 6 10/2009
Equipment Sale, Products and Services Agreement