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Agreement No._ 14071-SS ____
System No. _____________
Bull HN Information Systems Inc.
285 Billerica Road, U.S. Finance
PROFESSIONAL SERVICES AGREEMENT Chelmsford, MA 01824-4174
Customer: _ Maricopa County Sheriff’s Office ______________________ _____________
Billing Address: _550 West Jackson St., Phoenix, AZ 85003________________________ _______
Installation Address: ___________________ __________
This Professional Services Agreement including the Other Documents specified herein ("Services Agreement") governs the services provided hereunder by
Bull HN Information Systems Inc. (“Bull”) to Customer.
1. Acceptance Date and Terms may declare all unpaid charges, whether then invoiced or
not, immediately payable.
This Services Agreement is accepted when it is signed by Bull and
continues for a term of 1 year and thereafter unless terminated by 3. Customer Responsibilities
either party upon 30 days written notice effective when the last
Service Term expires. Each Service Term starts on the date 3.1 Equipment Installation: If Bull performs equipment
specified herein and terminates when that service is completed. installation, Customer agrees to prepare the installation site
The initial Service Term for services under annual charges is 1 in accordance with Bull's or the manufacturer's
year plus any days remaining in the month following such 1 year. specifications.
The initial Service Term renews for successive 1 year terms unless
terminated by either party at the end of a Service Term upon 30 3.2 Customer Liaison and Personnel: Customer shall designate
days written notice. an individual to serve on a dedicated basis as the project
leader. The individual shall be available to Bull personnel as
2. Charges Bull requires and shall act as the liaison between Customer,
Bull and all other Customer assigned personnel.
2.1 Charges commence on the date the service starts. Charges
(except annual) are invoiced upon completion of the service All Customer personnel assigned to participate on behalf of
or specified service milestone and Customer payment is due Customer will be knowledgeable in their assigned areas and
upon receipt of invoice. Annual charges are invoiced in will be responsive to Bull's requests for information required
advance and payment is due within 30 days from date of by Bull to perform the service, including, but not limited to,
invoice. Customer programs, files, general and specific business
requirements, documentation requirements and Customer
2.2 Charges for a fraction of an annual period are prorated. operating procedures.
2.3 If Bull increases commercial Professional Services charges 3.3 Customer Documentation: If services are provided for
and gives 60 days written notice of the increase, then Bull modified Software Products, Customer shall provide
may implement the increase on the renewal date of a adequate documentation of these modifications whether they
Service Term. were performed by Customer, Bull or a third party.
2.4 Customer is to pay: 3.4 Supervision and Responsibility for Customer Tasks: Tasks
on which Bull personnel assist Customer personnel remain
A. all transportation and related charges for items; the responsibility of Customer and under the supervision,
management and control of Customer.
B. reimburse Bull for all taxes on Customer or Bull on
any interest in the services or products or upon this 4. Bull Responsibilities
Services Agreement, exclusive of taxes on Bull's net
income; 4.1 Data Safeguards: All written information submitted by
Customer to Bull in connection with services performed
C. reimburse Bull for reasonable expenses such as which is identified in writing as Customer proprietary
travel, living, telephone, supplies, transportation, information will be safeguarded by Bull during the Service
secretarial and messenger services and expenses Term, to the same extent that Bull safeguards the
incurred by Bull in making changes requested by information relating to its own business. Bull bears no
Customer or required due to Customer errors, and responsibility for safeguarding information which is
publicly available, already in Bull's possession or known to
D. a late payment charge of 1.5% per month, but not in Bull or rightfully obtained by Bull from third parties.
excess of the lawful maximum, on any past due
balance. 4.2 Bull Developed Documentation: Upon completion of
service, Bull shall deliver to Customer documentation, if
2.5 If Customer does not pay when due and nonpayment any, developed by Bull.
continues for 10 days after written notice by Bull, then Bull
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Professional Services Agreement 04/10
5. Exclusions: Services for Software Products are provided for of this Services Agreement or the use of any item, product,
the then current release or Bull's specified prior release. Bull is documentation, materials or service.
not responsible for the reimplementation of such services for any
other release unless agreed in writing. 10.2 Except for an action for payment of taxes, no action in any
form arising out of this Services Agreement shall be
6. Personnel Assignment: Bull has the right to determine the instituted more than 2 years after the cause of action has
assignment of personnel to a particular service, to replace or arisen or in the case of nonpayment, more than 2 years from
reassign such personnel or to subcontract to qualified third the date of last payment or promise to pay.
parties part or all of the performance of such services.
10.3 Customer's exclusive remedy and Bull's entire liability in
7. Proprietary Rights: All programs, specifications, works of contract, tort or otherwise for any item, product,
authorship, inventions, techniques, concepts and ideas documentation, materials or service is that Bull shall correct
developed or provided by Bull are and remain the property of or exchange any item, or any part thereof, which Bull
Bull. determines to be defective. If Bull is unable to correct or
8. Education Services: The following also applies to Education exchange, then Bull shall pay Customer actual damages not
Services ordered under this Services Agreement: to exceed the charges paid Bull for the item or service
causing the actual damages.
8.1 Specialized Course Development: Upon Customer request,
Bull shall provide specialized course development or 11. Services Limitation
changes to current courses or products on an as available
basis in accordance with Bull's then current charges. Customer agrees that the description in Section 15 fully sets
forth Bull's responsibilities to Customer for Services. Any
8.2 Education Materials: Education materials for each onsite services or items not expressly set forth in the Section 15
and scheduled course are determined and supplied by Bull Statement of Work to this Agreement as being supplied by Bull
and are included in the course charge. Additional copies of are excluded and shall not in any event be implied by any
certain Bull education materials may be purchased from Bull provision of this Agreement or otherwise.
in accordance with then current charges. For all other
education products and services, Customer is responsible 12. Warranty Exclusion
for purchasing student materials as required. Any materials
provided, in any form, are not to be copied in whole or in BULL AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND
part. IMPLIED WARRANTIES, INCLUDING, (WITHOUT
LIMITATION) THE IMPLIED WARRANTIES OF
8.3 Training Site Facilities: For "Specialized Courses", MERCHANTABILITY AND FITNESS FOR A PARTICULAR
Customer is to provide, at no charge to Bull, classroom PURPOSE NOT SPECIFIED HEREIN, RESPECTING THIS
facilities and computer time, if required. AGREEMENT AND THE ITEMS, DOCUMENTATION AND
SERVICES PROVIDED. BULL DOES NOT WARRANT THAT
8.4 Standard Courses: Bull shall determine the content of USE OF ANY SOFTWARE PRODUCTS WILL BE
course offerings, dates and locations as specified in its UNINTERRUPTED OR THAT THE SOFTWARE PRODUCTS
schedule and training guides and may change the location of ARE ERROR-FREE.
a regularly scheduled class. Bull shall notify Customer of
any such change. Enrollment requests for regularly 13. Supplier Beneficiaries
scheduled classes must be received by Bull at least 10
working days prior to the course start date. The Limitations of Remedy and Warranty Exclusion provisions of
this Agreement apply also to Bull’s suppliers who are intended
8.5 Course Cancellations: Bull may at any time cancel a course beneficiaries of such provisions.
offering due to limited course enrollment or any other
circumstances beyond Bull's control. Bull may charge a 14. General
cancellation fee in accordance with Bull's then current
charges for each student whose enrollment is canceled by 14.1 Any written notice or other communication permitted or
Customer less than 10 working days prior to the start of any required by Customer is to be sent by first class mail to
course. the Bull location specified herein.
8.6 Application/Employment Responsibility: Bull is not 14.2 Bull's obligations under this Services Agreement are
responsible for determining the use or application to be limited to the United States. Customer shall not export
made by Customer, or any other party, of any item, product, directly or indirectly any technical data, information or
documentation, materials or services provided. In addition, items acquired under this Services Agreement to any
Bull does not offer employment assistance and has no country for which the United States Government (or any
responsibility for student performance during or subsequent agency thereof) requires an export license or other
to any course attendance. approval without first obtaining such license or approval
and shall incorporate in all export shipping documents the
9. Ordering applicable destination control statements.
9.1 Customer may order services under a Customer order form 14.3 Bull is not liable for any failure or delay in performance
authorized by Bull which at a minimum contains reference to due to any cause beyond its control and has no obligation
the terms and conditions of this Services Agreement. Any arising out of the abnormal use of any item, site conditions
other terms and conditions on the order form or otherwise not conforming to Bull's specifications, or any causes
are not binding on Bull even if Customer fails to reference external to any item, including but not limited to accident,
this Services Agreement which shall be deemed acts of God, fire or water damage, criminal conduct,
automatically incorporated in Customer's order. neglect, acts of war, riots, strikes, lightning, electrical
disturbances or other similar causes. Any service that is
9.2 All orders are subject to Bull's acceptance and Bull's credit outside the scope of this Services Agreement may be
requirements. provided, as available, in accordance with Bull's then
current terms, conditions and charges.
10. Limitations of Remedy
14.4 Customer may assign this Services Agreement in whole
10.1 Bull and Customer are not liable for any indirect, special or or in part only with the prior written consent of Bull. Bull
consequential damages or lost profits to anyone arising out may assign this Services Agreement in whole or in part
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and all or part of the payments to the extent that Bull's
obligations to Customer are not affected. 14.6 Any amendment to this Services Agreement is to be in
writing and signed by both parties.
14.5 If Customer fails to perform as provided herein, Bull has
the right to terminate this Services Agreement and to 14.7 This Services Agreement is governed by Massachusetts
exercise any other remedy existing at law or in equity. law, is the complete and exclusive statement of the
Customer is to pay Bull all costs and expenses including agreement between the parties relating to the subject
attorneys' fees incurred in exercising its rights and matter hereof and supersedes all prior oral and written
remedies. No delay or failure of Bull to exercise any right proposals and communications.
or remedy constitutes a waiver.
15. Professional Services
15.1 Standard Professional Services
Service identifier and Service Total Billing Code:
Quantity Description Term Charge (A = Annual, O = One Time)
15.2 Specialized
Custom Professional Services (Requires Statement of Work - use Section 15.4).
Consulting Services (if necessary, describe details, including any work products to be provided in Section 15.4).
(1) Time/Manpower Requirements: Manhours Mandays @ $____________= Total $
Charge
(2) Service Term: Starts Ends (Dates)
15.3 Education Services
A. Standard Courses
Order #
of Course Service Term Number of Charge Extended Charge
Code Description Starts Ends Students (Per Course) (Per Line Item)
B. Specialized Courses
Service Term Number of
Description Starts Ends Students Charge
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Total Charge $
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15.4 Statement of Work (if applicable, include (a) products/items to be delivered to Customer, (b) Customer responsibilities and (c)
milestone/completion schedule along with payments due):
Total Charge
16. Other
Documents
Title Form No. Date
CUSTOMER ACKNOWLEDGES READING THIS SERVICES AGREEMENT INCLUDING ITS “OTHER DOCUMENTS”.
Customer Bull HN Information Systems Inc.
By By
(Authorized Signature) (Date) (Authorized Signature) (Acceptance Date)
David W. Bradbury, President
(Print Name and Title) (Print Name and Title)
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