UNISYS
LICENSE AND
SERVICE AGREEMENT
AGREEMENT NUMBER
90110417
CUSTOMER NAME & MAILING ADDRESS
Bank of Santa ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Unisys will license Software and provide Software Support and Equipment
Maintenance Services, and Customer agrees to accept the Software and Services
under the following terms and conditions:
1. DEFINITIONS
1.1 Software means the object code version of computer programs and any related
documentation, excluding maintenance diagnostics. Software also means the
source code version, where provided by Unisys.
1.2 Products means equipment, Software and documentation, including manuals and
education materials.
1.3 Software Processing Unit ("SPU") means equipment which controls and
executes Software.
1.4 Services means all forms of maintenance, support and education for
Products.
1.5 Proprietary Information means Software, documentation, including manuals,
and any other information confidential to Unisys or its licensors.
1. 6 Installation Date means the date Unisys completes installation (as
determined by Unisys) or, if equipment or Software is to be installed by
Customer, the tenth day following shipment.
2. EFFECTIVE DATE
This Agreement will become effective when signed by duly authorized
representatives of both parties and will continue in effect so long as Customer
continues to use the equipment at the site where originally installed or until
terminated according to its terms.
3. SCHEDULES - ORDERING PROCEDURE
3.1 Unisys will furnish to Customer and Customer will accept and pay for the
Products and Services itemized on the following Schedules which, together with
the terms on the Schedules, are an integral part of this Agreement.
A. Equipment Maintenance Services
B. Software Licenses and Support Services
C. Systems Services
All references to Software and Services in this Agreement are to the Software
and Services listed on the Schedules and on any Supplemental Schedules submitted
to and accepted by Unisys pursuant to Section 3.2 and to any Products and
Services supplied by Unisys with such listed Products and Services.
3.2 Customer may order additional Software and Services under this Agreement by
submitting properly completed Unisys Schedules. All Schedules will refer to
this Agreement by number and will be signed by Customer. All education lecture
courses must be ordered on a Customer Course Enrollment Application.
3.3 All orders are subject to acceptance by Unisys and the Unisys policies and
charges in effect on the date of acceptance will apply. By Acceptance Unisys
will be effective when communicated in writing to Customer. The receipt or
deposit by Unisys of Customer down payment will not constitute acceptance of an
order. Any down payment received from Customer will be returned if the order is
not accepted by Unisys.
4. INSTALLATION
4.1 Customer will install all items of equipment with the designation "Y" in
the Customer-Installable column, when there is no charge listed in the
Installation Charge column of Schedule A. Unisys will install all other items
of equipment.
4.2 Customer will install all Software in accordance with specifications
provided by Unisys. Unisys will install all items of Software for which a fixed
installation charge is indicated on Schedule C.
4.3 Customer may arrange for installation by Unisys of Customer-Installable
Products, subject to the then current standard Unisys charges and conditions.
4.4 If additional labor and rigging is required for installation due to
Customer's special site requirements, Customer will pay those costs including
costs to meet union or local law requirements.
5. PAYMENT
5.1 Charges for Products will be invoiced upon shipment.
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5.2 Charges for Equipment Maintenance Services and Software Support Services
will be invoiced in advance, monthly or annually, or at other periodic intervals
indicated in the applicable Schedule following the Installation Date; otherwise,
charges will be invoiced after the services are performed.
5.3 Charges for Systems Services will be invoiced after the services are
performed.
5.4 All charges must be paid no later than 30 days from invoice date except for
Equipment Maintenance Services charges which are due on the commencement date of
the services. Unisys may impose a late payment charge equal to the lesser of
(a) 1 1/2% per month or (b) the maximum rate allowed by law.
6. TAXES
6.1 Customer will pay any tax Unisys becomes obligated to pay by virtue of this
Agreement, exclusive of taxes based on the net income of Unisys.
6.2 All personal property and similar taxes assessed after shipment will be
paid by Customer.
7. PRICE PROTECTION
7.1 The charges for Products in any accepted order will remain firm through
delivery, unless through no fault of Unisys shipment takes place more than one
year after the date of the order. If Unisys notifies Customer that an increase
in charges will apply to its order, Customer may terminate the affected part of
its order by giving written notice to Unisys within ten days of the date of
notification of the increase.
7.2 Equipment Maintenance Services charges will not be increased during the
initial one-year term, but may be increased thereafter upon 30 days' prior
written notice to Customer.
7.3 Charges for Software Licenses, Software Support Services and Systems
Services will not be increased during any one-year term, but may be increased
prior to any subsequent term upon 30 days' prior written notice to Customer. If
the services are contracted on a month-to-month basis, the charges may be
increased at any time following 30 days' notice.
8. CUSTOMER'S OPERATIONAL RESPONSIBILITIES
8.1 Customer acknowledges it had independently determined that the Products and
Services ordered under this Agreement meet its requirements.
8.2 Customer has sole responsibility for use of the Products, including
operating procedures, audit controls, accuracy and security of input and output
data, restart and recovery routines, and other procedures necessary for
Customer's intended use of the Products.
8.3 Customer will ensure that its personnel are, at all times, educated and
trained in the proper use and operation of the Products and that the Products
are used in accordance with applicable Unisys manuals and instructions.
8.4 Customer will maintain back-up data necessary to replace critical Customer
data in the event of loss or damage to such data from any cause.
9. PROTECTION OF PROPRIETARY INFORMATION
9.1 Customer will keep in confidence and protect Proprietary Information from
disclosure to third parties and restrict its use as provided in this Agreement.
Customer acknowledges that unauthorized disclosure of Proprietary Information
may cause substantial economic loss to Unisys or its licensors. All materials
containing Proprietary Information will be marked with "Proprietary",
"Confidential" or in a manner which gives notice of its proprietary nature.
Proprietary Information will not be copied, in whole or in part, except when
essential for correcting, generating or modifying Proprietary Information for
Customer's authorized use. Each copy, including its storage media, will be
marked by Customer with all notices which appear on the original.
9.2 Upon termination or cancellation of any license granted under this
Agreement, Customer will destroy (and, in writing, certify destruction) or
return to Unisys all copies of the Software, the license for which has been so
terminated or canceled, and any other related Proprietary Information in
Customer's possession (including Proprietary Information incorporated in other
software or writings).
9.3 Customer will inform its employees of their obligations under this Section
and instruct them so as to insure such obligations are met.
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9.4 This Section will survive termination or cancellation of this Agreement.
10. LICENSE
10.1 Unisys grants to Customer a personal, non-exclusive and non-transferable
license to use Software and related documentation according to the terms and
conditions of this Agreement, including Schedule B, solely for Customer's
internal data processing requirements on a single Unisys SPU in the United
States on which the Software is initially installed. Customer's use of Software
will be governed by additional conditions which Unisys may provide on or prior
to delivery of Software.
10.2 Customer may modify any Unisys application Software and may combine such
with other programs or material to form an updated work, provided that upon
discontinuance or termination of the license, the Unisys application Software
will be removed from the updated work and returned to Unisys.
10.3 Customer will not decompile or disassemble any Software provided under
this Agreement or modify Software which bears a copyright notice of any third
party. Customer will make and maintain no more than one archival copy of each
item of Software, and each copy will contain all legends and notices and will be
subject to the same conditions and restrictions as the original.
10.4 If the SPU on which any item of Software is licensed becomes temporarily
unavailable, use of such Software may be temporarily transferred to an
alternative system.
10.5 If Customer desires to use Software in a service bureau mode, or at
another location, or for more than one SPU, Customer shall request prior
permission in writing from Unisys. Unisys will then advise Customer whether,
and under what terms and conditions, Unisys will license the Software as
requested.
10.6 This Agreement does not transfer to Customer title to any intellectual
property contained in any Software, documentation or Proprietary Information.
11. EQUIPMENT MAINTENANCE SERVICES
11.1 Equipment Maintenance Services are the provision of replacement parts
(excluding removable media and consumable supplies), parts installation, and
field installation of necessary engineering changes to maintain equipment in
good working order.
11.2 To enable Unisys properly to provide Equipment Maintenance Services,
Customer will (a) maintain the operating environment in accordance with Unisys
specifications, (b) provide adequate working and storage space for use by Unisys
personnel near the equipment, (c) provide Unisys full access to the equipment,
subject only to Customer's security rules, (d) follow Unisys procedures for
determining if remedial service is required, and (e) follow Unisys instructions
for obtaining off-site maintenance, if applicable.
11.3 Equipment parts which are removed for replacement by Unisys becomes the
property of Unisys.
11.4 Customer acknowledges that maintenance support materials for equipment and
Software located at Customer's facility, including, without limitation,
diagnostic software, are the property of and include Proprietary Information of
Unisys. Customer assures that such materials will be used only by Unisys
maintenance personnel, and that Unisys has the right to remove such materials
from Customer's facility at any time.
11.5 To determine eligibility and prerequisites for Equipment Maintenance
Services, Unisys may require inspection, at Customer expense, of equipment which
(a) has not been maintained continuously by Unisys from the date of purchase by
Customer or (b) has been relocated.
11.6 All system components and peripherals which are located at the same site
and interconnected with Unisys signal and power cables or their equivalent and
which are subject to Equipment Maintenance Services hereunder are required to be
subject to the same designated remedial maintenance hours, as identified in the
maintenance services schedule.
12. SOFTWARE SUPPORT SERVICES
12.1 Unisys offers Software Support Services for all Software warranted by
Unisys, and for some unwarranted Software.
12.2 When Unisys issues a revision level for an item of Software, it will
continue to support the previous level for a period of not less than six months.
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12.3 Unisys may eliminate Software Support Services or change the levels of
support available for an item of Software upon six months' written notice or at
the expiration of the then current term for Software Support Services, whichever
occurs earlier.
13. SYSTEMS SERVICES
13.1 Unisys will endeavor to provide Systems Services on a timely basis subject
to availability of qualified personnel and the difficulty and scope of the
services to be provided.
13.2 Unisys may assign, reassign and substitute personnel at any time and may
provide the same or similar services and materials to other customers.
13.3 Systems Services supplied by Unisys under this Agreement are provided to
assist Customer. Customer, not Unisys, will be responsible for determining
objectives and obtaining the desired results.
13.4 Any ideas, concepts, know-how or data-processing techniques, Software or
documentation developed by Unisys personnel (alone or jointly with Customer) in
connection with Systems Services provided to Customer will be the exclusive
property of Unisys. Unisys grants to Customer a non-exclusive, royalty-free
license to use the Software in accordance with the terms of this Agreement.
14. WARRANTIES AND DISCLAIMERS
14.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES,
EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. UNISYS DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS TO
BOTH UNISYS AND NON-UNISYS PRODUCTS. UNISYS WARRANTIES EXTEND SOLELY TO
CUSTOMER.
14.2 Maintenance Warranty and Disclaimers
Unisys warrants that the equipment will be maintained in good working order
provided that it is continuously subject to Unisys Equipment Maintenance
Services and under normal use. Unisys sole and exclusive obligations under this
warranty will be to repair such equipment. Maintenance services do no cover
repair or damage attributable to (i) non-Unisys products and services, (ii)
accidents, misuse, negligence or failure of Customer to follow instructions for
proper use, care and cleaning of equipment, (iii) external factors (e.g. failure
or fluctuation of electrical power or air conditioning), or (iv) failure by
Customer to comply with Unisys environmental specifications.
14.3 Software Warranty and Disclaimers
(a) Each item of Software with the designation "W" on Schedule B is, in its
unaltered form, warranted for 90 days from its Installation Date to conform
substantially to the then current published functional specifications, provided
such Software is used in a manner consistent with any applicable Unisys minimum
equipment and Software configuration specifications. Unisys will satisfy this
warranty if it makes reasonable efforts to correct such errors reflecting
significant deviations from the functional specifications as are reported by
Customer to Unisys during such warranty period.
(b) Because not all errors in Software can or need be corrected, Unisys does
not warrant that all Software defects will be corrected. Similarly, Unisys does
not warrant that the functions contained in the Software will meet Customer's
requirements or that the Software will operate in combinations selected for use
by Customer.
(c) All other Software delivered by Unisys, including non-Unisys Software, is
licensed "AS IS". In the case of non-Unisys Software, Customer agrees to look
solely to the warranties and remedies, if any, provided by the Unisys licensor
or vendor.
15. ALTERATIONS AND ATTACHMENTS
15.1 If Unisys is providing Equipment Maintenance or Software Services,
Customer will give Unisys prior written notice of any proposed alterations or
attachments to equipment. Unisys has no obligation to provide Equipment
Maintenance Services for non-Unisys attachments or altered equipment or to
provide Software Support Services or modified Software. Should Unisys agree to
maintain, support or correct altered Products, Unisys may impose additional
charges.
15.2 Unisys is not responsible for any malfunction, non-performance or
degradation of performance of Products, supplies or maintenance support
materials
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caused by or resulting directly or indirectly from any alteration or attachment.
15.3 Unisys warranties will not apply if attachment of non-Unisys equipment or
alteration of Products directly or indirectly results in any malfunction,
non-performance or degradation of performance of Unisys Products; in addition,
Customer will be solely responsible for resulting infringement, personal injury
or damage to property and Products.
15.4 For purposes of this Agreement, "alterations" includes, but is not limited
to , the incorporation of non-Unisys components, boards and subassemblies into
equipment, as well as modifications to Software. "Attachments" includes, but is
not limited to, any non-Unisys equipment, components or devices which are
connected to Unisys Products.
16. LIMITATION OF LIABILITY
16.1 Unless further limited elsewhere in this Agreement, the entire liability
of Unisys and Customer's exclusive remedy for damages from any cause related to
or arising out of this Agreement, regardless of the form of action, whether in
contract or in tort, will not exceed the greater of (a) $100,000 or (b) the
charges paid to Unisys during the 24-months period immediately prior to
Customer's notice pursuant to Section 19 for the Software or Services which are
the subject matter of or directly related to the causes of action asserted.
This Section 16.1 does not apply to claims covered by Section 17.
16.2 In no event will Unisys be liable for (a) any incidental, indirect,
special or consequential damages, including, but not limited to, loss of use,
revenues, profits or savings, even if Unisys knew or should have known of the
possibility of such damages, (b) claims, demands or actions against Customer by
any person, except as provided in Section 17, or (c) loss of or damage to
Customer data from any cause.
16.3 The entire liability of Unisys and Customer's exclusive remedy for any
defective non-Unisys Products provided under this Agreement, is limited to their
return to Unisys within 90 days after shipment for refund of the amount paid to
Unisys for such Products (not including any amounts paid for related Services).
16.4 Unisys may direct Customer to third parties having products or services
which may be of interest to Customer for use in conjunction with the Products.
Notwithstanding any Unisys recommendation, referral or introduction, Customer
will independently investigate and test third-party products and services and
will have sole responsibility for determining suitability for use of third-party
products and services. Unisys has no liability with respect to claims relating
to or arising from use of third-party products and services.
17. PATENT, COPYRIGHT AND TRADE SECRET INDEMNIFICATION FOR SOFTWARE
17.1 Unisys, at its own expense, will defend and indemnify Customer against
claims that Unisys Software furnished under this Agreement infringes a United
States patent or copyright or misappropriates trade secrets protected under
United States law, provided Customer (a) gives Unisys prompt written notice of
such claims pursuant to Section 19, (b) permits Unisys to defend or settle the
claims, and (c) provides all reasonable assistance to Unisys in defending or
settling the claims.
17.2 As to any Software which is or, in the opinion of Unisys, may become
subject to a claim of infringement or misappropriation, Unisys may elect to (a)
obtain the right of continued use of such Software for Customer or (b) replace
or modify such Software to avoid such claim. If neither alternative is
available on commercially reasonable terms, then, at the request of Unisys,
Customer will discontinue use and return such Software including all copies and
documentation, and Unisys will grant a credit for the price paid to Unisys, less
a reasonable offset for use and obsolescence.
17.3 Unisys will not defend or indemnify Customer if any claim of infringement
or misappropriation (a) is asserted by a parent, subsidiary or affiliate of
Customer, (b) results from Customer's design or alteration of any Product, or
(c) results from use of any Software in combination with any non-Unisys Product.
17.4 This Section states the entire liability of Unisys and Customer's sole and
exclusive remedies for patent or copyright infringement and trade secret
misappropriation.
18. TERMINATION AND CANCELLATION
18.1 Unisys may suspend Equipment Maintenance Services or Software Support
Services if any
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payment under this Agreement is past due more than 30 days.
18.2 In addition to the Unisys rights under Section 12.3, either party may
terminate (a) any license for Software, (b) Software Support Services for any
item of Software, or (c) Equipment Maintenance Services for any item of
equipment, upon expiration of the applicable term by providing 30 days' prior
written notice. Failure to give such notice will result in a renewal or
extension of the license or service in accordance with the provisions of the
applicable Schedule. The licenses of any Software automatically terminate upon
Customer's discontinuance of use of the SPU on which the Software was licensed,
at which time Customer must either destroy or return the Software to Unisys.
18.3 Without prejudice to other remedies, Unisys may cancel this Agreement or
any order placed under it for default and repossess Software if, upon written
notice, Customer fails to (i) make any payment identified as delinquent
(including payment of charges for Services) within ten days or (ii) cure any
default relating to Sections 9 or 10 within 30 days.
18.4 Unisys may terminate Software Support Services on 30 days' prior written
notice if Unisys determines that any Customer Software modification or failure
to install a revision or stability update will interfere with the provision of
such services.
18.5 Termination or cancellation of this Agreement, or any order under it, will
not affect any rights or duties arising under it with respect to Proprietary
Information or security interest.
19. NOTICES
19.1 All notices required by this Agreement to be given to Customer will be
sent to its address on the cover page of this Agreement.
19.2 All notices required by Sections 17 and 20.5 to be given to Customer will
be sent to its address on the cover page of this Agreement.
19.2 All notices required by Sections 17 and 20 to be given to Unisys will be
addressed to :
Law Department
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Township Line & Union Meetings Roads
Blue ▇▇▇▇, PA 19424
cc: Regional Vice President
All other notices to Unisys will be sent to the Unisys office which has been
servicing Customer.
19.3 All notices required by Sections 17 and 20.5 will be sent by certified or
registered mail.
20. ARBITRATION
20.1 Subject to Sections 20.2 through 20.5 hereafter, any controversy or claim
arising out of or relating to this Agreement or the breach thereof will be
settled by arbitration before three arbitrators in accordance with the Rules of
the American Arbitration Association ("AAA") then in effect, and judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction. Any such arbitration will be conducted in the city nearest
Customer's main U.S. office having an AAA regional office. The arbitrators will
be selected from a panel of persons having experience with the knowledge of
electronic computers and the computer business, and at least one of the
arbitrators selected will be an attorney.
20.2 The arbitrators will have no authority to award punitive damages nor any
other damages not measured by the prevailing party's actual damages, and may
not, in any event, make any ruling, finding or award that does not conform to
the terms and conditions of this Agreement.
20.3 Either party, before or during any arbitration, may apply to a court
having jurisdiction for a temporary restraining order or preliminary injunction
for a temporary restraining order or preliminary injunction where such relief is
necessary to protect its interests pending completion of the arbitration
proceedings. Arbitration will not be required for actions for recovery of
specific property, such as actions for replevin.
20.4 Neither party nor the arbitrators may disclose the existence or results of
any arbitration hereunder without the prior written consent of both parties.
20.5 Prior to initiation of arbitration or any other form of legal or equitable
proceeding, the aggrieved party will give the other party written notice in
accordance with Section 19 describing the claim and amount as to which it
intends to initiate action.
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21. OTHER PROVISIONS
21.1 All risk of loss or damage to Software will pass to Customer upon delivery
to Customer's location.
21.2 Neither party will be liable for failure to fulfill its obligations when
due causes beyond its reasonable control.
21.3 Any failure or delay by either party in exercising any right or remedy
will not constitute a waiver.
21.4 This Agreement will be governed by the local law of the Commonwealth of
Pennsylvania.
21.5 This Agreement constitutes the entire agreement between the parties with
respect to the subject matter described in this Agreement and supersedes all
prior proposals and agreements, both written and oral, and all other written and
oral communications between the parties. The terms and conditions of this
Agreement will supersede all other terms and conditions submitted by Customer.
22.6 Unisys may assign this Agreement or its interest in any equipment, or
assign the right to receive payments, without Customer's consent. Any such
assignment, however, will not change the obligations of Unisys to Customer.
Customer will not assign or transfer its rights or obligations under this
Agreement without prior written consent of Unisys. Any assignment or transfer
prohibited by this provision will be void.
22.7 This Agreement may be modified only by a writing signed by a duly
authorized representative of each party.
22.8 No arbitration proceeding or legal action, regardless of its form, related
to or arising out of this Agreement, may be brought by either party more than
two years after the cause of action first accrued.
22.9 Each paragraph and provision of this Agreement is severable, and if one or
more paragraphs or provisions are declared invalid, the remaining provisions of
this Agreement will remain in full force and effect.
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Customer acknowledges it has read and understands this Agreement (including all
attached schedules) and is not entering into this Agreement on the basis of any
representations not expressly set forth in it.
AGREED AND ACCEPTED
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Signature Present 11-3-90
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Signature Date Signature Date
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Name (Printed) Name (Printed)
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Title Title
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Agreement Number
UNISYS 90110417
SUPPLEMENTAL SCHEDULE ORDER
Client
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BANK OF SANTA ▇▇▇▇▇
Description of Products/Services
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Conversion to Surety 2000 with Premium Access
THIS ORDER CONSISTS OF THE PRODUCTS AND/OR SERVICES DESCRIBED ON THE
SUPPLEMENTAL SCHEDULES CHECKED BELOW:
Check if Number Total dollars Description
applicable of pages
Equipment Sale Supplemental
--------- -------- --------- Schedule
X 3 4838.62 SURETY Support Services
--------- -------- --------- Supplemental Schedule
Software Licenses Supplemental
--------- -------- --------- Schedule
Information Services Supplemental
--------- -------- --------- Schedule
X 2 N/A Unisys SURETY 2000 Addendum for
--------- -------- --------- Unisys SURETY Support Services
--------------------------------------------------------------------------------
This Supplemental Schedule Order is an amendment to the Agreement identified by
the Agreement Number above and is governed by the terms and conditions of said
Agreement, and will become effective when accepted by Unisys.
Agreed and Accepted
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Signature Present 1/15/96 Signature Present 12/20/95
------------------------------------- --------------------------------------
(Signature) (Date) (Signature) (Date)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------- --------------------------------------
(Printed/typed name) (Printed/typed name)
Contracts Manager ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Senior Vice President
------------------------------------- --------------------------------------
(Title) (Title)
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Agreement Number
UNISYS 90110417
SURETY Support Services Addendum
This Addendum amends the agreement referenced above by Agreement Number (the
"Agreement"), and applies to: (a) all orders for SURETY Support Services under
the Agreement upon duration of the then-current term. Only definitions,
descriptions and levels of this Addendum will apply to these Services.
A. DEFINITIONS
PRINCIPAL PERIOD OF MAINTENANCE ("PPM") means 8:00 AM to 5:00 PM, Client's local
time, Monday through Friday, excluding Unisys designated holidays.
OFF HOURS means all hours other than the PPM.
CLIENT OPERATIONAL HOURS ("COH") means all times when Client uses the Products.
FAILED UNIT means a unit of equipment enrolled under SURETY Support Services,
which is deemed eligible by Unisys for exchange, that is identified by Client as
not in working order.
EXCHANGE UNIT means new, repaired, or previously used equipment in working order
that Unisys conveys to Client as a replacement for a Failed Unit. The Failed
Unit shall become the property of Unisys upon Client's receipt of the Exchange
Unit or, if later, upon receipt of the Failed Unit by Unisys. Client warrants
that title to the Failed Unit, and Unisys warrants that title to the Exchange
Unit, shall be free and clear of all claims, liens, and encumbrances including
security interests.
SAME DAY SERVICE means Unisys will make every reasonable effort to respond to
Client's request for on-site SURETY service within four (4) hours provided the
request is received no later than four (4) hours prior to the end of Client's
hours of coverage.
NEXT DAY SERVICE means Unisys will make every reasonable effort to respond to
Client's request for on-site SURETY service received during PPM no later than
the next PPM.
B. SERVICE DESCRIPTIONS
Unless specified on the Schedule or in this Section, the Initial Term for SURETY
Support Services will be 12 months and will commence on the later of the
Installation Date of the applicable Products or the date Unisys accepts the
Services. Unless specified on the Schedule, the Initial Term of SURETY Support
Services for Products added to a system already enrolled under SURETY Support
Services will be coterminous with the applicable term of the Services on that
system and, for purposes of changes to SURETY Support Service charges, will be
deemed to have the same commencement date as the applicable term of the Services
on that system. Following the Initial Term, SURETY Support Services will
continue on an annual renewal basis at Unisys then-current prices until
terminated or canceled according to the terms of this Agreement. The specific
services for each Service Level are identified on the next page.
1. SUPPORT CENTER SERVICES provides assistance by electronic or voice
communication during the PPM on operating the Products, identifying Product
errors or malfunctions and advising on known detours, reporting software
problems via a User Communication Form (UCF), and determining the need for
on-call remedial service. Support Center Services during Off Hours consist of
expediting response to network down and system emergencies. Some multivendor
products are not included in this service.
2. USER COMMUNICATION SERVICES provides for reporting of suspected Product
errors or malfunctions or suggested new feature changes. Unisys will make
reasonable efforts to provide detours or corrections for Unisys Products or
multivendor Products if available to Unisys at no additional charge from the
vendor. Client will install all error corrections.
3. ESSENTIAL ENGINEERING CHANGES are changes released by Unisys for safety
purposes or changes Unisys determines are essential to the performance of
equipment. Changes will be installed at a mutually acceptable time during the
applicable hours of coverage. For multivendor equipment, Unisys will
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install Essential Engineering Changes based upon the availability of required
materials at no cost to Unisys and additional labor charges will apply for
Service Levels other than Comprehensive Gold and Platinum.
4. EQUIPMENT MAINTENANCE PARTS are parts required for repairs made by Unisys
personnel.
5. MAIL-IN SERVICE allows Client, at its expense and risk, to ship or bring a
Failed Unit to the Unisys designated location. Within 7 business days of
receipt, Unisys repairs the Failed Unit or gives Client an Exchange Unit.
6. SOFTWARE MAINTENANCE RELEASES include error corrections and maintenance
releases that have been developed or provided by Unisys. These releases shall
be licensed only for use on the designated computer system(s) under the
applicable license agreement. Client will install all error corrections and
maintenance realeases.
7. ELECTRONIC SELF SERVICES provides Client with 1-800 telephone access by a
dial-up connection to place Client Assistance Requests (CARs) and to get
information on Unisys Products and services.
8. ADVANCE EXCHANGE SERVICE allows Client to notify the Unisys designated point
of contact of a Failed Unit enrolled in the Service. Upon notification, Unisys
will ship an Exchange Unit to the Client using a next day delivery service.
Client will install the Exchange Unit and, at its expense and risk, ship the
Failed Unit to Unisys within 14 days after Client's receipt of the Exchange
Unit. Advance Exchange Service is limited to selected equipment.
9. EQUIPMENT ON-CALL REMEDIAL MAINTENANCE includes on-site repair or Exchange
Unit service, at Unisys option, of equipment, if a problem remains unresolved
after Client has utilized Support Center Services as prescribed.
10. ELECTRONIC ON-SITE SERVICES allows the Support Centers to receive system
data from Client and perform remote failure analysis. Client shall supply the
equipment, software, and communication facilities to use the electronic support
service capabilities of the Products as outlined in the Unisys product support
plan.
11. EQUIPMENT PREVENTIVE MAINTENANCE, including the installation of engineering
changes deemed appropriate by Unisys, will be performed at Client's location
according to the manufacturer's recommendations at a mutually acceptable time
during the applicable hours of coverage.
12. SYSTEMS OPERATIONS REVIEW provides that Unisys will meet with Client's
personnel once annually, at a mutually acceptable location and time, to conduct
computer systems operation reviews with respect to the Products. Client is
responsible for scheduling the meeting. This service applies to systems
designated by Unisys as enterprise servers or mainframes.
13. SOFTWARE ON-CALL SUPPORT includes on-site service if Unisys determines that
a Software problem remains unresolved after Client has utilized Support Center
Services as prescribed. Desktop products are not included in this service.
14. EQUIPMENT ON-CALL REMEDIAL MAINTENANCE GUARANTEED RESPONSE means that for
clients located within a 60 mile radius from the center of a Unisys
concentration city, Unisys commits to have a client service representative
arrive at the Client's site within two (2) hours during PPM and within three (3)
hours outside of PPM. Response is measured from the time that Unisys receives
the request for service from Client until Unisys arrives at Client's site. If
Unisys moves its concentration city or the Client relocates its site so that the
Client's site is no longer within a 60 mile radius from the center of a Unisys
concentration city, Unisys reserves the right to adjust or eliminate the Service
▇▇▇▇▇.
▇▇. SUPPORT CENTER GUARANTEED RESPONSE (available only during the PPM) provides
that Unisys will respond to Client's declared emergencies no later than one (1)
hour after receipt of Client's request at the Client Support Center designated
by Unisys.
C. DESCRIPTIONS OF SERVICE ACCESS
STANDARD ACCESS to Support Center Services provides the Client with unlimited
use of Electronic Self Services. Voice contacts a chargeable on a per call
basis at Unisys then-current rates.
PREMIUM ACCESS to Support Center Services provides the Client with unlimited use
of Electronic Self Services and an unlimited number of voice contacts with the
Unisys Support Centers.
D. DESCRIPTIONS OF RESPONSE TO ON-CALL SERVICE REQUESTS
12
PERFORMANCE SILVER provides Next Day Service for Equipment On-Call Remedial
Maintenance.
PERFORMANCE GOLD AND COMPREHENSIVE GOLD provide Same Day Service for Equipment
On-Call Remedial Maintenance.
COMPREHENSIVE PLATINUM provides Equipment On-Call Remedial Maintenance
Guaranteed Response.
Unisys SURETY Support Service Levels
--------------------------------------------------------------------------------
The Service Levels as described below are cumulative (e.g., the services defined
under Performance are in addition to those defined under Partner). NOT ALL
SERVICES AND SERVICE LEVELS ARE AVAILABLE ON ALL PRODUCTS; PLEASE SEE THE
SERVICE DESCRIPTIONS FOR ADDITIONAL DETAILS. The hours of coverage for Partner
and Performance Service Levels are during the PPM. The hours of coverage for
Comprehensive Service Levels are during the COH, unless designated PPM only.
Individual Unisys SURETY Support Services contained in a higher Service Level
than contracted are provided at Client request, as available, at then-current
Unisys conditions and charges. Unisys may terminate SURETY Support Services or
change support available to a Product upon six months written notice or at the
expiration of the then-current term for SURETY Support Services, whichever comes
earlier.
--------------------------------------------------------------------------------
SERVICE LEVELS
COMPREHENSIVE - PLATINUM
Equipment On-Call Remedial Maintenance Guaranteed Response
Support Center Guaranteed Response (PPM only)
COMPREHENSIVE - GOLD
Systems Operations Review
Software On-Call Support
PERFORMANCE - SILVER/GOLD
Equipment On-Call Remedial Maintenance
Electronic On-Site Services
Equipment Preventive Maintenance
PARTNER - SILVER
Advance Exchange Service
PARTNER - BRONZE
Support Center Services
User Communication Services
Essential Engineering Changes
Equipment Maintenance Parts
13
Mail-In Service
Software Maintenance Releases
Electronic Self Services
14
Agreement Number
UNISYS 90110417
SURETY Support Services
Supplemental Schedule
Equipment Location 407310-0064 ▇▇▇▇ To Location 407310-0098 Service Level
------------------------------ ---------------------------- -------------
BANK OF SANTA ▇▇▇▇▇ BANK OF SANTA ▇▇▇▇▇ (C) Comprehensive Platinum
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (G) Comprehensive Gold
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 2739 SANTA ▇▇▇▇▇ WAY (P) Performance Gold
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (S) Performance Silver
(A) Partner Silver
------------------------------- -------------------------------(B) Partner Bronze
Administrator Telephone number Administrator Telephone number
--------------------------------------------------------------------------------------------------------------------------------
Initial term Annual rate increase cap SURETY Support Services Commencement Date
(Check if more than one year) (3-year initial term or longer)
2 years X - 3 years Other: years % 01-01-96
--------------------------------------------------------------------------------------------------------------------------------
Service Access (Check one) Billing Period (Check one)
Standard X - Premium Monthly Annual X - Other: Prepay
--------------------------------------------------------------------------------------------------------------------------------
LIST OF PRODUCTS APPLICABLE TO THIS AGREEMENT
--------------------------------------------------------------------------------------------------------------------------------
Level Style Description (Include vendor name Quanity Monthly Warranty Upgrade Total Monthly SURETY Total
and model if multivendor product) Service Unit Charge Charge Unit Charge Charge
P A11011 -A SYS:A11 MODEL E11 1 924.72 924.72
A1101-SYS PROC:A11 SYSTEM E SINGLE 1
P A11-CP1 INST: A11 COMP PKG1(SINGLE) 1 INCL.
A1103-SCP PROC:SYSTEM CONTROL 1
CA301-SCI ADPTR:SNGL ENDED SCSI CH 1
RM5-CA4 INSTL:CHANNEL ADPTR MOD 1
RM3-PR3 INSTL: PERIPHERAL RACK 1
A1101-AUX PROC:SINGLE AUX CP 1
UT200-2 DISPLAY:POLL/SELECT TERM 1
KB27 KEYBD:UT200-2, UT200 - 2M 1 INCL.
P RM36-0 CABINET:36U OPEN FRONT 1 INCL.
P RM36-02 CABINET:36U OPEN ADD-ON 1 67.10 67.10
P MLI11-PK1 INSTL:INIT ORDER MLI PKG 1
RM9-IO3 INST:MLI I/O BASE 1
CA301-MLE ADPTR:MLI CHANNEL 1
CBL15-MLI CABLE:15FT MLI 1 86.90 86.90
P X310-92 CTRL:SCSI INTERNAL DLP 1 INCL.
P X310-RFI I/F:NON-FCC DLP TO FCC 1 26.40 26.40
P CA312-SCI ADPTR:DIFFERENTIAL SCSI2 1 83.60 83.60
P A11-SE1 O/S:SSF FOR MODEL E11 1 INCL.
P A11-MCM O/S:A11 SYS S/W CORE MED 1 76.00 76.00
P A11-DCS COM SW:DATA COMMUNICATN 1 INCL.
P A11-PCM O/S:PROTOCOLS CORE MEDIA 1 INCL.
P A9100-SL2 DRIVER:SCSI - 2 DISK 2 INCL.
P A5100-SL2 DRIVER: O-R TAPE 1 134.20 134.20
P X602-ICP CTRL:ICP10 - A3,5,9,10,11 1
X600-ICP CTRL:ICP10 A BASE 1 93.50 93.50
▇ ▇▇▇-▇▇▇ ▇▇▇ ▇▇:▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇-▇▇▇ ▇▇▇ SW:HOST COMPONENT 1
A11-LPS LAN SW:LOCAL PORT SUBSYS 1
For Clients ordering SURETY Support Services for equipment which also has a Service Total Upgrade Charges Total Monthly Charges
Warranty period, the following applies. During the Service Warranty period, or any $ $ 1492.42
portion of this period, the equipment receives the SURETY Support Services ordered. --------------------- ---------------------
The Monthly SURETY charge for equipment will not apply during the Service Warranty Other Other
period: however, the Monthly Service Warranty Upgrade charge will apply. $ $
--------------------- ---------------------
Upgrade Grand Total Grand Total
$ $
--------------------- ---------------------
15
Agreement Number
UNISYS 90110417
SURETY Support Services
Supplemental Schedule
Equipment Location 407310-0064 ▇▇▇▇ To Location 407310-0098 Service Level
------------------------------ ---------------------------- -------------
BANK OF SANTA ▇▇▇▇▇ BANK OF SANTA ▇▇▇▇▇ (C) Comprehensive Platinum
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (G) Comprehensive Gold
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 2739 SANTA ▇▇▇▇▇ WAY (P) Performance Gold
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (S) Performance Silver
(A) Partner Silver
------------------------------- ------------------------------- (B) Partner Bronze
Administrator Telephone number Administrator Telephone number
--------------------------------------------------------------------------------------------------------------------------------
Initial term Annual rate increase cap SURETY Support Services Commencement Date
(Check if more than one year) (3-year initial term or longer)
2 years X - 3 years Other: years % 01-01-96
--------------------------------------------------------------------------------------------------------------------------------
Service Access (Check one) Billing Period (Check one)
Standard X - Premium Monthly Annual X - Other: Prepay
--------------------------------------------------------------------------------------------------------------------------------
List of Products Applicable to This Agreement
--------------------------------------------------------------------------------------------------------------------------------
Level Style Description (Include vendor name Quanity Monthly Warranty Upgrade Total Monthly SURETY Total
and model if multivendor product) Service Unit Charge Charge Unit Charge Charge
P X378-30 CTRL:ENHANCED DATE COMM 1 60.50 60.50
P A1003-MOD COM HW:REMOTE SPRT MODEM 1 INCL.
P USR4262-D22 DISK:PKG DP 2X1545-16 MB 1 14.30 14.30 110.00 110.00
USR4000-SM2 DISK:SDM2 WITH AC/AIR MOD 1
SDM1000-F50 UPGRD:SDM 50P FEED THRU 4
SDM1000-T50 UPGRD:SDM 50P TERMINATOR 2
SDM1000-RPC UPGRD:SDM 2ND AC/AIR MOD 1
SDM1000-SBS UPGRD:SDM STATUS BUS SLV 1
USD2000-C23 DISK:DEV CAGE 1.5GBX16MB 2
P USR32112-PDU POWER:PKG 3U PDU IHUB 2 1 17.60 17.60
USR3000-PDU PWR:3U RACK MOUNT PDU 1
PDU1000-RPU UPGRD:PDU RESILNT PS/FAN 1
PDU1000-SBM UPGRD:PDU STATUS BUS MAS 1
PDU1000-PNL UPGRD:PDU OPERATOR PANEL 1
PDU1000-PCN I/F:PDU POWER NET CNTRL 1
ITEMS THAT ARE DESIGNATED WITH
***" IN THE NCM COLUMN ARE
ENTITLED TO A 18 MONTH SERVICE
WARRANTY.
P X378-30 CTRL:ENHANCED DATA COMM 2 60.50 121.00
P X310-91 CTRL:SCSI EXTERNAL DLP 1 93.50 93.50
P DP1000-31 SORTER:4 PKT MOD UPGRADE 1 171.60 171.60
P SNS12 SURENET - 12 HOURS 1 INCL.
P PWM100-MON DISPLAY:TERMINAL MONITOR 1 INCL.
P X310-90 CTRL:SCSI DLP INTERNAL 2 93.50 187.00
P X399-20 CTRL:READER/SORTER DLP 2 1 58.30 58.30
P T27-K5 KEYBD:T 27 1 INCL.
P B25-LC PWR CORD:LINE CORD 2 INCL.
--------------------------------------------------------------------------------------------------------------------------------
For Clients ordering SURETY Support Services for equipment Total Upgrade Charges Total Monthly Charges
which also has a Service Warranty period, the following applies. $ 14.30 $ 819.50
During the Service Warranty period, or any portion of this period, -----------------------------------------------------
the equipment receives the SURETY Support Services ordered. The Other Other
Monthly SURETY charge for equipment will not apply during the $ $
Service Warranty period: however, the Monthly Service Warranty -----------------------------------------------------
Upgrade charge will apply. Upgrade Grand Total Grand Total
$ $
-----------------------------------------------------
16
Agreement Number
UNISYS 90110417
SURETY Support Services
Supplemental Schedule
Equipment Location 407310-0064 ▇▇▇▇ To Location 407310-0098 Service Level
------------------------------ ---------------------------- -------------
BANK OF SANTA ▇▇▇▇▇ BANK OF SANTA ▇▇▇▇▇ (C) Comprehensive Platinum
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (G) Comprehensive Gold
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 2739 SANTA ▇▇▇▇▇ WAY (P) Performance Gold
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (S) Performance Silver
(A) Partner Silver
------------------------------- -------------------------------(B) Partner Bronze
Administrator Telephone number Administrator Telephone number
--------------------------------------------------------------------------------------------------------------------------------
Initial term Annual rate increase cap SURETY Support Services Commencement Date
(Check if more than one year) (3-year initial term or longer)
2 years X - 3 years Other: years % 01-01-96
--------------------------------------------------------------------------------------------------------------------------------
Service Access (Check one) Billing Period (Check one)
Standard X - Premium Monthly Annual X - Other: Prepay
--------------------------------------------------------------------------------------------------------------------------------
LIST OF PRODUCTS APPLICABLE TO THIS AGREEMENT
--------------------------------------------------------------------------------------------------------------------------------
Level Style Description (Include vendor name Quantity Monthly Warranty Upgrade Total Monthly SURETY Total
and model if multivendor product) Service Unit Charge Charge Unit Charge Charge
P DP1000-A SORTER:BASIC UNIT 1.7MB 1 1219.90 1219.90
P DP1000-8T SORTER:12 POC CONFG1-12 1 514.80 514.80
P DP1000-21 READER:DOUBLE READ E13B 1 188.10 188.10
P DP1800-91 I/F:DATA COMM 1 84.70 84.70
P DP1000-50 ENDORSER:REAR STMP&MTRX 1 191.40 191.40
P DP1000-60 M/FILM:CINEMODE MICROFIL 1 327.80 327.80
P DP1000-SSA A SERIES HOST TAPE 1 INCL.
P DP1000-SS1 DP1000 SYS SW DISK 1 INCL.
YEAR ONE $4821.02 X 12 = $57852.24 + 171.60 (UPGRADE CHARGES)
=$58,023.84
YEAR TWO $4821.02 X 6 = $28926.12 + 4838.62 X 6 = $29031.72+
85.80 (UPGRADE CHARGES) = $58043.64
YEAR THREE $4838.62 X 12 = $58063.44
TOTAL = $174,130.92
LESS 10% $17,413.09
GRAND TOTAL $156,717.83
--------------------------------------------------------------------------------------------------------------------------------
For Clients ordering SURETY Support Services for equipment Total Upgrade Charges Total Monthly Charges
which also has a Service Warranty period, the following applies. $ $ 2526.70
During the Service Warranty period, or any portion of this period, -----------------------------------------------------
the equipment receives the SURETY Support Services ordered. The Other Other
Monthly SURETY charge for equipment will not apply during the $ $
Service Warranty period: however, the Monthly Service Warranty -----------------------------------------------------
Upgrade charge will apply. Upgrade Grand Total Grand Total
$ $
-----------------------------------------------------
17
