HomeMy WebLinkAboutIBM New Police ServerPATHICIA A. FINNEGAN
TOWN ATTORNEY
patricia.finnegan@town.southold.ny.us
KI~,HAN M. CORCORA~
ASSISTANT TOWN ATTORNEY
kieran.corcoran@town.southold.ny.us
LORI HULSE MONTEFUSCO
ASSISTANT TOWN ATTORNEY
Iori.monte fusco@town.southo[d.ny.us
JOSHUA Y. HORTON
Supervisor
Town Hall Annex, 54375 Route 25
P.O. Box 1179
$outhold, New York 11971-0959
Telephone (631) 765-1939
Facsimile (631) 765-6639
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
To:
From:
Date:
Subject:
MEMORANDUM
Ms. Joanne Liguori
Lynne Krauza
Secretary to the Town Attorney
January 5, 2005
Maintenance Agreement for New Server for Police
Department
Please be advised that Lori has reviewed and approved the attached
Maintenance Agreement and Statement of Work for Services between the Town
of Southold and IBM regarding the new server for the Police Department. Please
be advised that a resolution authorizing Josh to sign these documents will be put
on for the January 18 Town Board meeting.
In this regard, kindly have Josh sign both documents and forward them to
Lloyd Reisenberg and give a copy to the Town Clerk. Please note that the
installation is scheduled for Sunday, and these documents must be executed
prior to Sunday in order to keep that date.
Thank you for your attention. If you have any questions, please call me.
Ilk
Enclosures
cc: Mr. Lloyd Reisenberg, Data Processing Department Head (w/o encls.)
-- '--' Agreement for Service
Acquired from an IBM Business Partner
Thank you for your business. We stdve to provide you with high quality Services. ff. at any time, you have any questions or problems, or are not completely
satisfied, please let us know. Our goal is to do our best for you.
IBM ("we") has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and support certain Services. Som~ IBM
Business Partners also fulfill these functions through other remarketers who are not IBM Business Partners. However, for purposes of brevity in this
Agreement, when we use the term IBM Business Partner we mean IBM Business Partners and their remarketers. When the Customer ("you") orders our
Services under this Agreement from an iBM Business Partner, we are responsible for providing the Services to you under the warrenties and other terms
of this Agreement. We are not responsible for 1)the actions of IBM Business Partners, 2) any additional obligations they have to you, or 3) any products
or services that they supply to you under their agreements. IBM Business Partners establish the pdce and terrr~ at which they market iBM Services. In
the event that your IBM Business Partner is no longer able to offer our Services, for any reason, we will so notify you in writing. You may continue to receive
our Services by instmctiog us lo transfer administration of your Service to either (1) another IBM Business Partner of your choice (who may require you to
first execute one of their agreements) who is approved to offer you our Services, or {2) us and signing a separate iBM agreement for services.
This IBM Agreement for Services Acquired from an IBM Business Partner (called the "Agreement") governs the Services you acquire frem an IBM Business
Partner and we perform.
Part 1 - General
Entsrpdse is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 pement. An Enterprise also includes the entities which
are mutually agreed-to in wdting
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an
Machine and any non-IBM Machine (including other equipment) for which we may provide maintenance Services.
Materials are literapj works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings, and
similar works) that we may deliver to you as part of a Service. The term "Materials" does not include licensed program products available under their own
license agreement
Service is performance of a task, provision of advice and counsel, assistance, or access to a resource (such as access to an information data base) we
make available to you.
PAGES 2 THROUGH 4 ARE ALSO PART OF THIS AGREEMENT. This Agreement and its applicable Attachments and Transaction Documents
are the complete agreement between us regarding these Services and replace any prior oral or written communications regardthg these
Services. No machines or licensed program products are acquired under this Agreement. Such Items are available only under the terms of 1)
the IBM Customer Agreement (or any equivalent agreement between us) or 2) the applicable third-party agreement. By signing below for our
respective EntsrpHses, each of us agrees to the terms of this Agreement. Once signed 1) any reproduction of this Agreement, an Attachment,
or Transaction Document made by reliable means (for example, photocopy or facslmtie) is considered an orlgthal and 2) all Servlcee you order
under this Agreement are subject to it.
Agreed to:
SOUTHOLD POLICE DEPARTMENT
T 0 WN/~O F SOUTHOLD
/~oshua Y. Hor~on, ~upervlsor
~ame (type or pdnt): Name {'type or print):
Date: Jantlary ~ t 2005 Date:
Enterprise number: ( 6 3 1 )
Enterprise address:
53095 ROUTE 25
SOUTHOLD, NY 11971
765-1891
Agreed to:
International Business Machines Corporation
Agreement number'
IBM Address:
IBM CORPORATION
4111 NORTHSIDE PARKWAY
ATLANTA, GA 30327
Authorized signature
After signing, please return a copy of this Agreement to the "IBM address" shown above.
Z125-57;4-00 02/98 {MK002) contract ABCF79 rprepared 12/14/04 08:49) Page 1 of 5
.... Agreement for Service
Acquired from an IBM Business Partner
Attachments
Some Servfces have terms in addition to those we specify in this 'Agreement. We provide the additional terms in documents called "Attachments", which
are also part of this Agreement. Attachments will be signed by both of us if mquestad by either of us. Your IBM Business Part~er makes the Attachments
available to you for signature.
Transacgon Documents
For each business transaction, your IBM Business Partner will provide you with the appropriate "Transaction Documents" that confirm the specJfic details
of the transaction. Transaction Documents will be signed by both of us if requested by either of us. The following are examples of Transaction Documents,
with examples of the information they may contain:
1. statements of work (scope of Services, responsibilities, deliverables, completion criteria and estimated schedule or contract period); and
2. supplements and order forms (Service type ordered, and contract pedod).
Conflicting Terms
Document prevail over those of both of these documents.
A Service becomes subject to this Agreement when we accept your request for Service from your iBM Business Partner by:
2. providing the Service,
Your Acceptance of Additional Terms
You accept the additional terms in an Attachment or Transaction Document by doing any of the following:
1. signing the Attachment or Transaction Document
2. using the Service, or allowing others to do so; or
3 making any payment to your IBM Business Partner for the Service,
1.3 - Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. You will make payment directly to your iBM Business Partner. However, we
may charge you directly for expenses incurred to perform your Service request, e.g., actual travel and living expenses, o~t-of-pocket expenses. We will
1.4 - Changes to the Agreement Terms
changes are not retroactive. They apply, as of the effective date we specify in the notice, only to new requests for Service and ongoing transactions. Pert
3 of this Agreement contains additionar provisions for changes to the terms of individual Service transactions. Otherwise, for a change to be varid, both of
us must sign it. Additional or different terms in any written communication from you are void,
1.5 - Limitations of Liability
regardless of the basis on which you are entitled ~o claim damages from us (including fundamental breach, negligence, misrepresentation, or other contract
1. damages for bodily injury (including death) and damage to real property and tangible personal property; and
2. the amount of any other actual direct damages, up to the greater of U.S. $100,000 (or equivalent in local currency), or the charges (if recurring, 12
months' charges apply) you paid to your IBM Busir~ess Partner for the Service that is the subject of this claim.
Items for Which We are Not Liable
I third-party claims against you for damages (other than those under the first item listed above~;
Z125-5774-00 02198 (MK002) contract ASCF79 (prepared 12/14/04 08:491 Page 2 of 5
Agreement for Service
Acquired from an IBM Business Partner
4. each grants the other only the licenses and rights specified. No other licenses or dghts (including licenses or dghts under patents) ~re granted;
5. each may communicate with the other by electronic means and such communication is acceptable as a signed writing to the extent permissible under
applicable law. An identification cede (called a "user ID") contained in an electronic document is sufficient to redly the sender's identity and the
docoment's authenticity;
6. each will allow the other reasonable opportunity to comply before it ctaims that the other has not met its obligations;
7. neither of us will bring a legal action more than two years after the cause of action arose unless otherwise provided by local law without the possibility
of contractual waiver or limitation; and
8. neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
1.7 - Your Other Responsibilities
You agree:
1. not to assign, or otherwise transfer, this Agreement or your rights under this Agreement, delegate your obligations, or resell any Service, without our
pdor wflffen consent. Any attempt to do so is void;
2. that you are responsible for the results obtained from use of the Services; and
3 to provide us with sufficient, free, and safe access to your facilities for us to fuffill our obligations.
1.8 - Agreement Terrathatfon
You may terminate this Agreement on written notice to your IBM Business Partner and to us following the expiration of termination of your obligations.
Either of us may terminate this Agreement on wdtten notice to the other and to your IBM Business Partner, if the other does not comph7 with any of its terms.
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our
respective successors and assignees,
1.9 - Geographic Scope
All your hghts and all our obligations are valid only in the United Stated and Puerto Rico, except that all licenses to Materials are valid as specriically
granted.
1.10 - Governing Law
The laws of the State of New York govern this Agreement. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or
limited by contract.
Part 2 - Warranty Terms
2.1 - Warranty for IBM Services
For each IBM Service, we warrant that we perform it:
1. using reasonable care and skill; and
2 according to its current description {including any completion cdteda) contained in this Agreement, an Attachment, or a Transaction Document.
2.2 - Extent of Warranty
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
2.3 - Items Not Covered by Warranty
We do not warrant uninterrupted or error-free operation of any deliverable or Service.
Unless we specify otherwise, we provide Materials and non-IBM Services WITHOUT WARRANTIES OF ANY KIND.
Part 3 - Services
3.1 - IBM Services
Services may be either standard offerings or customized to your specific requirements. Each Service fransaction may include one or more Services that:
1. expire al task completion or an agreed upon date;
2 automatically renew as another transaction with a specified contract period. Renewals will continue until either of us terminates the Service; or
3. do not expire and are available for your use until either of us Terminate the Service.
Z125-5774-00 02198 (MK002) contract ASCF79 Iprepared 12/14/04 08 49) Page 3 of 5
Agreement for Service
Acquired from an IBM Business Partner
3.2 - Personnel
Each of us will be responsible for the supervision, direction, and control of our respective personnel.
We reserve the right to determine the assignment of our personnel,
We may subcontract a Service, or any part of it, to subcontractors selected by us
3.3 - Materials Ownership and License We will specify Materials to be delivered to you. We or third parties have all right, title, and interest (including
ownership of copyright} in Materials created dudng the Service performance period or otherwise (such as those that preexist the Service). We will deliver
one copy of the specified Materials to you. We grant you an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,
per[orm, and distribute, within your Enterprise only, copies of these Materials.
You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.
Any idea, concept, know-how, or technique which relates to the subject matter of a Service and is developed or provided by either of us, or jointly by both
of us, in the pen~orrnance or a Service may (subject to applicable patents and copyrights) be freely used by either of us.
3.4 - Changes to Service Terms
We may change the terms of Services that are renewable or non-expidng by giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and es of the effective date we specify in the notice to all existing transactions. If we make a
change to the terms of a renewable Service that 1) affects your current contract period and 2) you consider unfavorable, at the request of your IBM Business
Partner, we will defer it undl the end of that contract period.
When both of us agree to change any Services statement of work other than as described above, *we will prepare a written description of the agreed
change * (called a "Change Authorization"), which both of us must sign. The terms of a Change Authorization prevail over those of the statement of work
and any of its previous Change Authorizations.
3.5 - Renewal
Renewable Services renew automatically for a same length contract period unless either of us provide9 written notification (at least one month prior to the
end of the current contract period) to the other and to your IBM Business Partner of their intent not to renew.
3.6 - Termination and Withdrawal
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service transaction on one month's written notice to us and to your IBM Business partner.*
We may withdraw a renewable or non-expthng Sen/ice or support for an eligible product on three months' written notice to you. If we withdraw a Service
for which you have prepaid and we have not yet fully provided it to you. your IBM Business Partner will give you a prorated refund.
Any terms which by their nature extend beyond tspmthation or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.
3.7 - Service for Machines
We prowde certain types of repair and exchange Service either at your location or at a service center to keep Machines in, or restore them to, conformance
with their official published specifications. We may repair the failing Machine or exchange it at our discretion.
When the type of Service requires that you deliver the failing Machine to us, you agree to ship it suitably packaged (prepaid unless we specify otherwise)
to a location we designate. After we have repaired or exchanged the Machine, we will return it to you at our expense unless we specify ofhe~vise. We are
responsible for loss of, or damage to, your Machine while it is 1) in our possession or 2) in transit in those cases where we are responsible for the
transportation charges.
You agree
1. obtain authorization from the owner to have us service a machine that you do not own; and
2. where applicable, before we provide service -
(a) follow the problem determination, problem analysis, and service request procedures that we provide,
(b) secure all programs, data, and funds contained in a machine, and
(c) inform your IBM Business Partner of changes in a Machine's location.
When Service involves the exchange of a Machine or part, the item we replace becomes our property and the replacement becomes yours. You represent
that all removed items are genuine and unaltered. The replacement may not be new, but wrll be ~n good working order and at least functionally equivalent
to the item replaced. The replacement assumes the warranty of Service status of the replaced item. Before we exchange a Machine or part, you agree to
· Check with your IBM Business Partner to determine if you will incur an adddional charge for this.
Z125-5774-00 02/98 (MK0021 contract ASCF79 (prepared 12/14/04 08:49) Page 4 of 5
Agreement for Service
Acquired from an IBM Business Partner
remove all features, parts, options, alterations, and attachments not under our service. You also agree to ensure that the item is free of any legal obligations
or restrictions thai prevent ils exchange.
Any feature, conversion, or upgrade we service must be installed on a Machine which is 1 ) for certain Machines, the designated, serial-numbered Machine
and 2) at an engineering-change level compatible with the feature, conversion, or upgrade.
Repair and exchange Services do not cover:
1. accessories, supply items, and certain parts, such as batteries, frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4. failures caused by a product for which we are not respe~sible; or
5. service of Machine alterations.
We manage and install engineering changes that apply to IBM Machines and may also perform preventive maintenance.
We provide maintenance Services for selected non-IBM Machines.
When you request maintenance Services under this Agreement, your IBM Business Partner will inform you of the date on which maintenance Services
will begin We may inspect the Machine within one month following that date. If the Machine is not in an acceptable condition for service, you may have
us restore it, *Alternatively, you may withdraw your request for maintenance Services. ·
Check with your IBM Business Partner to determine if you will incur an additional charge for this.
Z125-5774-00 02/98 (MK0021 contract A8CF79 {prepared 12114104 08:49) Page 5 of 5
-=----- Statement of Work for Services
Acquired from an IBM Business Partner
ServiceSuite
1. Scope of Services
We will provide to you the Services described in this Statement of Work for the Machines we specify (called "Eligible Machines"). We will identify
the Eligible Machines, and the Services that apply to them, in a Schedule to this Statement of Work. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location may be your entire information processing environment, or a portion thereof,
which may be resident at multiple sites or a single building.
The specific terms regarding Machine maintenance and Program support Services contained in this Statement of Work apply only when you have
contracted for an associated Machine maintenance Service or Program support Service as specified in the Schedule.
These Services are available for Machines normally used for business, professional, or trade purposes, rather than personal, family, or household
purposes.
Contract Period
Start Date: 01-01-2005
End Date: 12-31-2007
Renewal Contract Period (years): 3
We will renew the Services that apply for each Specified Location on the Contract Pedod End Date for the number of years (called the Renewal
Contract Period ) specified above. Thereafter, we will automatically renew for the same length periods unless you notify us and your IBM Business
Partner in advance of your desire to change the length of the renewal. Either of us can select not to renew by providing written notification (at least
one month prior to the end of the current contract period) to the other and to your IBM Business Partner of their decision not to renew.
Each of us agrees that the complete agreement between us about this transaction consists of 1 ) this Statement of Work and its Schedules, 2) supplemental
terms referenced herein, and 3) the IBM Agreement for Services Acquired from an IBM Business Partner (or any equivalent agreement in effect between
us) identified below.
Agreed to:
SOUTHOLD POLICE DEPARTMENT
TOWN ~/SO_U~%OLD
/~'1~"--/ t,' A~thorizedsignature
Agreed to:
International Business Machines Corporation
By
Supervi or
~ame (type or pdnt):
Authorized signature
Date: January ~ , 2005
Customer Company address:
53095 ROUTE 25
SOUTHOLD, NY 11971
Telephone number: ( 6 3 1 )
765-1891
Billing Address.
SOUTHOLD POLICE DEPARTMENT
53095ROUTE25
SOUTHOLD, NY 11971
Date:
Statement of Work number: AaCF79
Agreement number:
Customer number: TTDOCF79
iBM Address:
IBM CORPORATION
4 t 11 NORTHSIDE PARKWAY
ATLANTA, GA 30327
After stgn~ng, please return a copy of this Attachment to the "IBM address" shown above
Z125-5766-14 11/2004 (MK0761 con{ract AaCF79 (prepared 12/14/04 08:48) Page 1 of 3
Your Responsibilities
You agree:
1. to provide your IBM Business Partner with an inventory in which you identify a~l Eligible Machines to be covered at each Specified Lccation
and lo notify your IBM Business Partner whenever you wish to add Etigibte Machine types to an existing Specified Location or set up new
Specified Locations;
2. to rntum to IBM all defective CRUs (from covered E~igibJe Machines) within 30 days of your receipt of the replacement CRt. A "CF{U" is a
Machine part which is designated as a Customer Replaceable Unit (e.g keyboards, memory, or hard disk drives). IBM provides CRUs to you
for replacement by you;
3. to ensure that any access codes we provide to you are used only by those who are authodzed to do so;
4. to provide your IBM Business Partner with information we request which is re)atad to our provision of these Services to you and notify your IBM
Business Partner of any changes;
5. to allow International Business Machines Corporation and its subsidiaries to store and use your business contact information, including names,
business phone numbers, and business e-mail addresses, anywhere they do bus~ness. Such information wifi be processed and used in
connection with our business relationship, and may be provided to contractors acting on IBM's behalf. IBM Business Partners who promote,
market and support certain IBM products and services, and assignees of International Business Machines Corporation and ils subsidiaries for
uses consistent with our business relationship;
6. to use any electronic diagnostic and service delivery facilities we provide to you only in support of Etigible Machines identified in the Schedule
to this Statement of Work;
7. that electronic access to our support centers and certain databases may require a separate network services agreement;*
8. to pay any communications charges associated with accessing these Services unless we specify otherwise; and
9. to use the information obtained under these Services only for the support of the information processing requirements within your Enterprise.
=
Mutual Responsibilities
If at any time either of us requests a review of the inventory count, each of us will cooperate in updating the last formal inventory.
=
Automatic Inventory Increases
We will automatically increase the inventory count at a Specified Location whenever:
1. an Eligible IBM Machine is added to the inventory, if the Machine is under warranty when added, maintenance Services will commence at
warranty exit. if the Machine is not under warranty when added, maintenance Services will commence at the later of a) the date of installation
or b) the previous yearly anniversary of the start of the contract period. IBM Machines spec~ically excluded from coverage at contract pebed
start will remain outside the scope of this Statement of Work unless you request we add them during the contract period. However, all Eligfble
IBM Machines added to your inventory dunng the contract period will be included in the inventory count and receive maintenance Services as
set out in this Section; or
2. an Eligible non-IBM Machine, of the same type as other non-IBM Machines already covered at that Specified Location, is added to the
invento~j. If the Machine is under warranty when added, maintenance Services witi commence at warranty exit. If the Ma.chine is not under
warranty when added, maintenance Services will commence at the later of a) the date of installation or b) the previous yearly anniversary of
the start of the contract period.
The maintenance Services that ap ply for these Machines will be the same as that which you are receiving for all other Eligible Machines of the same
type.
Newly installed IBM Machines of the same type for which you have already selected Warranty Sen/ice Upgrade will be added al date of actual
installation and will be covered at the same Warranty Service Upgrade support level.
6. Charges and Payment
Your IBM Business Partner sets the charges and terms governing charges. Your IBM Business Partner may impose an additicnal charge for some
actions, e.g., termination, or for our provision of some additional services, e.g., Service upgrades, additional Systems Administrators, additional
reports, or support for other Products. These actions or additional services are identified in this Statement of Work with an aslerisk ("*"). Where you
see an asterisk, check with your IBM Business Partner to determine if you will incur an additional charge You will make payment directly to your
IBM Business Partner.
7. Termination
You have committed to continue Services for lhe entire contract period. However, you may terminate Services for an Eligible Machine, on notice
to us (copy to your IBM Business Partner), if you permanently remove it from productive use within your Enterprise. Otherwise. if you choose to
terminate Services and these are not being replaced by equivalent Services, you may do so by providing us one monthly written notice (copy to
your IBM Business Partner), after the Services have been covered under this Statement of Work for at least one year *
8. Satisfaction Guarantee
If, for any reason, you are not completely satisfied with a Service we provide to you under this Statement of WOrkr notify us in writing within one
month of Ihe time you first become dissatisfied. We will t~J to resolve the problem to your satisfaction If we are unable to do so, you will receive
a credit equal to the prorated charge for Ihe Service for the pedod of time you were dissatisfied.
Z125-5766-14 11t2004 {MK076) contract ASCF79 (prepared 12/14/04 08:48) Page 2 of 3
Maintenance Services
Maintenance of IBM Machines
We will provide Service for Machines, as described in our Agreement. i=or those Eligible IBM Machines specified th the Schedule,
Warranty Service Upgrade
For cer~ath Eligible Machines, you may select a Service upgrade from the standard type of warranty Service for the Machine.*
You may not terminate the Service upgrade or transfer it to another Machine during the warranty period. When the warranty period ends, the
Machine will become part of your standard inventory count and will convert lo maintenance Service al the same type of Service you selected for
warranty Service upgrade.
Z125-5766-14 11/2004 (MK0761
contract ASCF79 (prepared 12/14/04 08'48)
Page 3 of 3