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HomeMy WebLinkAboutIT13-090 - Original - Allied Telesis, Inc. - ATI Maintenance - 03/01/2013 LEe c ords M4 r Fa: g le m e n KENT Document WASHINOTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Allied Telesis, Inc. Vendor Number: 328670 ID Edwards Number Contract Number: TT 13-D9O This is assigned by City Clerk's Office Project Name: ATI Maintenance Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment M Contract ❑ Other: Contract Effective Date: 3/1/2013 Termination Date: 2/28/2014 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Detail: (i.e. address, location, parcel number, tax id, etc.): This is for the purchase of renewing annual technical support and software updates. S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KENT WAS"I"OTON I.000DS & SERVICES AGREEMENT between the City of Kent and Allied Telesis, Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Allied Telesis, Inc. organized under the laws of the State of Deleware, located and doing business at 3401 Orchard Parkway, San Jose, CA 95134 (hereinafter the "Vendor"). E 2. AGREEMENT i I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following ; services for the City: See Exhibit A (Attached) j S t Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by 2/28/2014. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $41,300, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Annual Renewal March 1, 2013 - February 28, 2014 GOODS &SERVICES AGREEMENT - 1 (Over$10,000,00, including WSST) If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" } shall mean all reasonable costs, including legal costs and attorney fees, incurred by i the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. GOODS &SERVICES AGREEMENT - 2 (Over$10,000,00, including WSST) V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fads to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the Information set forth In subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; GOODS &SERVICES AGREEMENT - 3 (Over$10,000.00, including WSST) 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined, and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred ! as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. i D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By fading to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goads are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction, X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, GOODS & SERVICES AGREEMENT - 4 (Over$10,000,00, mcludIng WSST) i sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. i XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY I NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part, not to exceed the total value of this support agreement, as detailed in Section III. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. the Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. GOODS & SERVICES AGREEMENT - 5 (Over$10,000 00, including WSST) B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement, All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. GOODS &SERVICES AGREEMENT - 6 (Over$10,000.00, including WSST) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. ENDOW CITY OF FEE By: _ fsrgr re) (signafine) Print Name: +<� K ' P t N azetCe Cool<e Its is Mayor_ (title) DATE: DATE: N�TI FS TO BE SENT TO, NOTICES T®i SENT TO: VENDOR, CITY OF KENT: Elias Carrillo Sean Kelsey Allied Telesis City of Kent 19800 N. Creek PKWY #100 220 Fourth Avenue South Bothell, Wa 98011 Kent, WA 98032 408-519-8762 (telephone) (253) 856-4611 (telephone) (facsimile) (253) 856-4700 (facsimile) APpi3 VED AS T FO M: 7 Kent La4d Depart„ C111L GOODS & SERVICES AGREEMENT - 7 (Over$10,000 00, inc udrng INSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is oonnnniLLed to conform to Federal and State laws regarding equal opportunity, As such all contractors, subcontractors and suppliers who perform work with relation tO this Agreement s|/a|| cump|t with the regulations uf the C|ty'sequal employment opportunity policies, The following questions specifically identify the requirements the City dee/'nsnecessary for any contractor, subcontractor or supplier on this specific Agreement tn adhere to. An affirmative response is required on all of the following questions for this Agreement to be _ valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the [|ty's sa|m determination regarding suspension or termination for all or part of the Agreement; The questions are asfollows; 3. 1 have read the attached City of Kent administrative policy number 1.2, 4. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or � physical disability, � 5. Miring the time of this Agreement the prime contractor will provide a written � staiementtoall new employees and subcontractors indicating cor0rn(trneUt as an � equal opportunity employer. 6. During the time ufthe Agreement 1, the prinom contractor, will actively consider hiring and pnmnnobun of women and minorities. 7. Before acceptance of this Agreement, an adherence statement will be signed by me, the P/|ma Contractor, that the Prime Controcin/ complied with the |equiren1eMLs as set forth above / Gy signing bekxn/ I agree Lofulfill the five requirements referenced above. Datedth|-, _—_ day of , ][����E Rv: For: _____Stc-i4__��������___________ _______ � [iL|e: CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 I SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor i POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. MAY 1,2013 AW Allied Telesi§ AGREEMENT NUMBER—SAC1017KENT0501 13 EXHIBIT A .A6. -Idw%L KENT Service and Support Agreement Prepared for City of Kent May 1,2013 AGREEMENT NUMBER—SAG IOFKENTU601 13 Customer 1nCtials� Allied Telesis initials ��— � (02013 Allied Telesis Inc. page 3ofV MAY 1,2013 . Allied Telesi AGREEMENT NUMBER—SACIOFKE{uT050113 I I. EXECUTIVE SUMMARY this document provides the p icing,let ins and description of Allied 7 clews Services foi Allied Telesis Ptoducts purchased by Customer. The applicable Products aie listed in Section A. This document supersedes any prior support agieement for the Products The pricing as shown in Section III also supersedes the prienig associated with any prior support agieement or proposal provided to Customer II. PRODUCTS This Agreement covers the following Allied Telesis products,as of the Effective Date Marcia 1,2013 e See Product List Attached—Section A III. PRICING Support Pees' The Support Fee for items included in this proposal 24x7x365 Technical Support $ 18,76 .62 Two flay Advanced Replacement $ 12,509.68 Software Updates $ 6,254.84 -z� IV. PROPOSAL NOTES I Proposal expires aftet thirty days from offei date. 2 This support agieement runs from Match 1,2013—February 28,2014 3 This support agieement applies to all Allied Telesis Products hstea �j, sect on A that have been purchased by Custoinci l Soppoil agieement renewals will oceut on an annual basis aftei the initial leiur i New Product purchases made during the tei in of this Agicement will be charged 4.80%of Product MSRP, ui o i ated to the teens of this Agicement 6 To oidet support,a Customet purchase older-must reference the follovvmg quote number,part iu mbei, desci iption,quantity,unit pi ice,extended tar ice,Bill to and ship to addiesses. 7 Shipping ehaiges&sales tax are not included in this proposal Customer Initials______ Allied'I`etesis Initials (0 2013 Allied TeEesis�Ine --Page-4 of 17 _ _ SAY °7 Allied Telesis AGREEMENT NUMBER—SACIAFICENT054113 V. SERVICE DESCRIPTION Technical Support This service provides Customer with technical support lot emergency and general network support issues and questions Customers are provided toll free access to Allied Telesis support engineers via the technical support line to address Allied Telesis Product-related issues Priority I level(ci itical network outage)issues receive 365 days x 24 hour coverage.Priority 24 level issues receive 5:00 a.m.to 5 00 p.m. Pacific Time coves age.Support engineers will log, investigate and troubleshoot issues and apply remedial action to Allied Telesis Product issues. Netwoik technical support is not intended to include the following o Design,configuration or otherAllied Telesis Piafessional Services ® Allied Telesis troubleshooting of network issues isolated to non-Allied Telesis products or third party vendor hardwareoi software Allied I elesis troubleshooting of network due to Customei self-induced issues whet e Customer technician errors cause network outages Customer to open incident ieport with Allied Telesis when there is clear evidenr.e the problem is associated with Allied Telesis Products Incidents must be iepoited to Allied Telesis via the Service Portal (this is the pieferred method)or via Allied Telesis's technical support 800 contact number ® Allied Telesis will diagnose software or hardwar e faults in the Allied Telesis Ptoduct P Initial fault diagnosis must be conducted by the Customer to establish that the fault is not wither its responsibility and lies within the Allied Telesis Ptoduct poor to ieportntg the fault to Allied Telesis suppoit 0 Allied Telesis is not responsible foi tepan,damages of any iepoi led faults outside Allred Telesis Product line Once a fault has been resolved by Allied Telesis, the fault ticket details will be updated within the Allied fclesis ticket system and the incident closed. Software Updates 1 Ills teatime allows fornotrfica`ron ufilre olieiaturg sy,,wni software patches and MAIN'l ENANCF i eleases ieviskins as soon as they are released to out rest icied web site and apply to your paiticulat installation Sof vaic and release notes can be downloaded directly hom Allied I elesis'technical support iestrtcted websdc,and ai i ivatioa is included with the purchase of your suppoit contract Alaintenance Releases include changes Err oarldreys lealure bags and security fixes iv i t hange in behavioi of new ftrncttoixrtrty is infr(x(ueed No warranty is made on the interoperabihty tit management ofhaidware and or sultware declared by Allied Telesis to be it an end of sale status End of Sale("COS")status is based oil formal notice by Allied Telesis that on-going set vice and suppoit will be terminated as of stated date Custmner initials Allred Telesis InrtraLs 02013 Allied Telesis,Inc. 5 of 17 -- MAY 1,2013 Allied Ti�sis- AGREEMENT NUMBER—SACIOFKENT050113 Product Replacement Pioduct replacement(RMA)requests will be submitted by the Customer using the Allied Telesis Set vice Portal Customer must provide detailed mfoirnetion for each unit that identifies the part,pt oblem identified and troubleshooting steps taken Allied Telesis technical support will review the 12MA request and work with Customer technrcran for each unit submitted to attempt to further isolate the problem and resolve the issue Allied Telesis reserves the r ight to charge Customer a processing fee for a Product that is submitted as an RMA by the Customer and upon receipt and testing by Allred Telesis logistics,is deter mined to have no problem found This service provides Next Business Day advanced Product replacement and workarounds to correct bugs, malfunctions, system errors and othei related problems that adversely affect the Product's ability to perform to published specifications Shipping costs for defective units being sent to Allied Telesis are the responsibility of the Customer.However,all outgoing shipments are performed at Allied Telesis's expense. For Same day shipment, advanced replacement requests roust be submitted by 1 00 PSTIPDT during business days and is lmnted to the contiguous United States and Canada unless othet ivise spec fed of your Supyor t Agreement Configuration Assessment To assist in the setup and configuration of Allied Telesis's Products,this service includes standard evaluation of Customer baseline configurations produced by Customer or Allred Telesis Professional Services Network technical support is not intended to be associated with the following items configuration of new device deployments„network design or changes to existing mfrastiucture must be performed either by Customer or Allied Telesis Professional Services. Quotes €or Allied Telesis Professional Services offerings can be provided on a fixed bid. Online Solutions The Allied 1 elesis Support Portal(hop,,w'zvss <ill,ethelesis i our suhportcenter ) otters a dynimic way rot customers to interact with Allred Telesis's support staff as well as download solution and pimiuct infarmation froin our extensive database The Support Portal is designed to facilitate customer inquiries and assist Allied Telesis customers in itoubleshootmg any product questions or issues they experience Contact out technical support staff around the clock from anywhere in the world,using the"C ontaci`i echnical Support' feature Responses will return directly to yowl c-mail within 24 business hours of submittal I,uy fsr,ppni€ P tta,benefits include m Real-time 24 x 7 x 365 access to thc Allied'fclesi,Lnouledgebdse j&,jL,,W O 1 he knowledgebase uses self-learmng technology,constantly expanding to facilitate customer inquii ies, problems and solutions e Browse by category,or key-word search for questions and answer s in our in-depth database 0 Receive automatic updates to inquiries and answers via e-mail, a Submit on-line questions,RMA requests and comments directly to our technicians Customer [nivais Allred Telesis[mtrals C)2013 Allied Telesis Inca MAY 1,2013 A7Af,-, Allied Telesi§ AGREEMENT NUMBER—SACIOFKENTOSOI13 Section A-Equipment List Model Qtv AT-9000/28-10 8 AT-9000/52-10 13 AT-FL-SBX9-01 6 AT-FS716L-10 13 AT-GS950/gP0E-10 T 19 AT- Ll—0 —6 W-PWR05-10 14-1 AT-P W R3202-00 I AT-PWR800-10 39 AT-RPS3204-10 1 AT-SBX908-00 7 AT-SPIOLR 41 AT-SP10SR 3 AT-SPLXIO 3 AT-SPSX 19 AT-STACKXG/O 5-00 1 AT-SrACKXG/1-00 I T—STACI(XG-00 20 AT-X600-24I-5/XP 2 AT-X600-48TS/XP 2 AT-X610-2415/X-POE+ 5 AT-)(610-48TS/X-POE+ 33 AT XLM-12S I AT-XENd-121 20 AT-XFlA 2XP 16 AT-Xr[R,---- 26 AT-XPSR 6 Customer Initials- All V 2013 Allied Tele s, Page 7 of 17 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. S. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after EXHIBIT B (Continued) thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. i D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of } the Contractor before commencement of the work. { F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. Aco d CERTIFICATE OF LIABILITY INSURANCE °A�'MM'°°"""' 2/8/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER CONTACT NAME Catalina Diarneyko Woodruff-Sawyer&Co PHOAIC,NENo, FAX No)415-989-9923 50 California Street, Floor 12 E-MAIL San Francisco CA 94111 ADDRESS INSURER(S)AFFORDING COVERAGE NAIC a INSURERA_ 0281 INSURED ALLITEL-01 INSURER StarNet Insurance Allied Telesis, Inc INSURER 3041 Orchard Parkway INSURERD San Jose CA 95134 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:1447762815 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL UBR POLICY EFF POLICY EXP LIMITS LTR IN SR WVD POLICYNUMBER MM/DD/YYYY MMIDD/YYYY A GENERAL LIABILITY 35390862 /112013 11/2014 EACH OCCURRENCE $1,000,000 X -DAMAGE RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE K OCCUR MEO EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2.000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OPAGG $2,000,000 POLICY PRO LOC $ A AUTOMOBILE LIABILITY 73265946 /12013 /12014 Ea accident 1000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY I NJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS q AUTOS Per accident • X UMBRELLALIAB X OCCUR 79790946 /112013 /112014 EACH OCCURRENCE $25,000,000 EXCESS LWB CLAIMS-MADE AGGREGATE $25,000,000 DED I I RETENTION$Nil $ B WORKERS COMPENSATION 1483821 /112013 /12014 X WC STATU- OTH- ANDEMPLOYERS'LIABILITY YIN TWNANY PROPRIETOR/PARTNER/EXECUTIVE E L EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? F NIA -- (Mandatory in NH) E L DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $1 000,000 A Errors&Omissions 35390862 112013 2/1/2014 Aggregate Limit $10,000,000 Retroactive Date 08/01/99 Deductible $10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space b required) Issued for Evidence of Insurance Purposes Only CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Insurance ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER GLA948327902 COMMERCIAL GENERAL LIABILITY CG 20 12 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following. j COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: i 1 As required by written contract, agreement or permit,and executed prior to the toss. � l Information required to complete this Schedule,if not shown above,will be shown in the Declarations Section II — Who Is An Insured is amended to in- 2. This insurance does not apply to: clude as an insured any state or governmental agen- c or subdivision or political subdivision shown in the a. "Bodily injury', "property damage or personal y p and advertising injury' arising out of operations Schedule, subject to the following provisions performed for the federal government, state or 1. This insurance applies only with respect to opera- municipality, or tions performed by you or on your behalf for which b. "Bodily injury" or "property damage" included the state or governmental agency or subdivision or within the "products-completed operations political subdivision has issued a permit or author- hazard" ization CG 2012 05 09 ©Insurance Services Office, Inc,2008 Page 1 of 1 Wolters Kluwer Financial Services I Uniform Forms"'