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<br />PRIME Use Only <br /> <br />Exhibit <br /> <br />"A" <br /> <br />Agreement <br /> <br />No. 22- 911120 <br /> <br />PrilTle 0 <br /> <br />MASTER SERVICE AGREEMENT <br /> <br />Customer <br /> <br />CITY OF REDWOOD CITY <br /> <br />Address <br /> <br />702 Marshall <br /> <br />St. ,Redwood C;tYJ~94063 <br /> <br />PRIME Computer, Inc. ("PRIME") and Customer have agreed to the following terms and conditions under which PRIME will provide maintenance <br />services as defined herein on the products Customer has elected to have maintained by PRIME. <br /> <br />SECTION I-GENERAL PROVISIONS <br />1. SCOPE: <br /> <br />1.2 <br /> <br />This Master Service Agreement sets forth the terms and conditions which shall apply to the Maintenance Services provided by PRIME to <br />Customer under any Service Agreement executed while this Agreement is in effect. <br /> <br />Customer shall contract for Maintenance Services by executing one or more Product Schedules. A Service Code will identify the Service <br />Offering under this Agreement which has been selected by Customer for the Products on each Product Schedule. A Service Agreement <br />shall apply to a Product when the Product Schedule including a Service Code has been executed by both Customer and PRIME. Each Service <br />Code for a Product listed on a Product Schedule will be treated as a separate and independent Service Agreement. <br /> <br />1.1 <br /> <br />1.3 <br /> <br />This Agreement contains the following Sections: <br /> <br />Section I: <br /> <br />General Provisions <br /> <br />Sections II <br />through XIII: <br /> <br />Service Offerings to be selected by Service Codes as defined hereunder <br /> <br />Section I, General Provisions, shall apply to all Maintenance Services provided under this Agreement. The terms and conditions of other <br />Sections shall apply to particular Products only when the Service Code representing that Service Offering has been placed on the Product <br />Schedule referring to such Products. The Service Offerings that are available for each particular Product are specified in PRIME's standard <br />price list. <br /> <br />Should Customer desire Maintenance Services for any Product which is not under warranty or has not been under a service agreement <br />in effect with PRIME immediately prior to the request for service hereunder, the Product must be Inspected and certified as qualified for <br />Maintenance Service at PRIME's then current time and materials rates prior to being placed under any Service Agreement <br /> <br />1.4 <br /> <br />2. <br /> <br />DEFINITIONS <br /> <br />"or the purooses of this Agreement. me following terms snail have the following meanings unless otnerlNlse specificallY stated: <br />"",dd-On" means additional Products purchased at the same time as tne System <br /> <br />24 <br />2.5 <br /> <br />"Agreement" means this Master Service Agreement. <br /> <br />"Core System" means tne Eouipment in a System covered by tne Service Offering excluding Software, terminals. crwoems. ¡au:, el"""" <br />Orlnters and other hardware components outside the cabinet for the central processing unit or tne periphera' caClnet foe S¡WeçJ8 =~\!,:~, <br /> <br />"Customer" means the entity executing this Agreemen¡ as Customer. <br /> <br />"Date of Installation" means the date the Products are installed or deemed to be Installed as determined by PRIME's :.erncs ar'd CO"Clt¡r.ns <br /> <br />governing tne purchase and/or license of the Products by Customer. <br /> <br />"Equipment" means computer hardware designated by PRIME to be eligible for service nereunder and listeD on ¡ne Product ::,cr..:-::J'.,lc <br />"Expansion Products" means additional Products purchased after the initial purchase of the System for use in thE Svsten- <br />"Field Change Order"("FCO") means a modification to the Equipment necessitated by reliability, safety or functional conce-ns ao l:Jen:d,eci <br />by PRIME. <br /> <br />':'.¿ <br /> <br />2.3 <br /> <br />2.6 <br /> <br />2.ì <br /> <br />28 <br /> <br />2.9 <br /> <br />"Initial Term" means the first one year term of each Service Agreement, which shall commence upon the expiration of the warranty period <br />applicable to a particular Product, unless some other commencement date for a Service Agreement is specified on the applicable Product <br />Schedule. <br /> <br />2.10 "Maintenance Service" collectively and individually means the services to maintain Products which PRIME will provide to Customer under <br />this Agreement. <br /> <br />2.11 "Metropolitan Service Center" means a PRIME customer service location which has been specifically designated by PRIME as a location <br />from which guaranteed response times are calculated, and which may be subject to change by PRIME from time to time <br /> <br />2.12 "MLF Software Products" means Software Products that are supported on a Monthly License Fee basis. <br /> <br />2.13 "Monthly Maintenance Charge(s)" means the monthly fee or service charge that is charged by PRIME which Customer agrees to pay for <br />Maintenance Services rendered by PRIME as may be set forth on the Product Schedule and/or as invoiced by PRIME to Customer. <br /> <br />2.14 "Operating System Software" means that software which operates and supports the hardware elements of a computer System, as designated <br />by PRIME. <br />2.15 "Preventive Maintenance" means cleaning, inspection and adjustment procedures designed to reduce product failure and extend useful <br />Product life as defined by PRIME. <br /> <br />2.16 "PRIME" means Prime Computer, Inc. with its principal place of business at Prime Park, Natick, Massachusetts. <br /> <br />Forms Management 15-03 <br /> <br />8150-49.2/90 <br /> <br />lí <br />