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HomeMy WebLinkAboutIT15-061 - Original - Allied Telesis, Inc - Contract - 3/1/15 p I O Doc Records gemsument KEN WA9HINOTON t Yz 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 JD Edwards Number i Contract Number: g }s 'rU} This is assigned by City Clerk's Office Project Name: 2015-2016 ATI - Annual Maintenance Renewal Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 3/1/2015 Termination Date: 2/29/2016 Contract Renewal Notice (Days): 30 day notice Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $49,788.17 t J .I Approval Authority: (CIRCLE ONE) Department Director Mayor fCity C09gcil Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 CO N O ID Lo N O m0 W 6 OJ U c6 m V co I- Ld 0 � dam' U_ F ai o N d ti N U) ro m 6 0) C V O UJ ON v v ..+ F- LO rn n p p_ r (D ~ U rn v p LL U n 7 (0 O (6 N N M Cl) LIJ N (n H CD L P N N .O O �j @ M Z N m oM N CO d N O <r U P rn r M N ? ti X# ® a i N L N C L L i o f O p aP � E 'O 'S ,•O C N C T O > Qomala ' c N pQ� a) Z3 W O C a) O N JC O 0 C) O p � c0 CD M L m O .N a G w N C m 0 Y N O CO M Q. c c N co K Of N o !! 0 (� 7 O N O 'a O 00 N Mch C d > LC) y' O O (6 v > U. O a) O "� C d0' O ® U CDC O t`*a j w Q O O R va N N m Q N Y d ``'- ^J c° x N� 3 o d � 7-0 m > C m m AM a 0) a) o 0 0 N O ID a) L ®Zn C C O T �q3 U N ) U N z z a y j F O N O E Q O i0 N Q Q 0 L N ; :c C. E. � Ny N sa A r) g w � �= C 2 MF-- O cn � ,I- Cn Y J Q KENT WqS HI NGTON GOODS & 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 WA, located and doing business at 3041 Orchard Parkway, San Jose, CA 95134 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: 2015 - 2016 Annual Maintenance Renewal for products purchased from Allied Telesis (ATI). This maintenance covers all network switching equipment. Exhibit A - Allied Telesis, Inc. Service & Support Agreement for 2015 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 2/29/2016. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $50,000.00, 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, 2015 through February 29, 2016 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 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. I 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 fails 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. 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 failing 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. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally 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 promptly correct all defects in workmanship and materials; (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods 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 an additional year beyond the original warranty period applicable to the overall work. 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. GOODS & SERVICES AGREEMENT - 4 (over$10,000,00, including WSST) 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, 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. 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 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. The provisions of this section shall survive the expiration or termination of this Agreement. I 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. GOODS &SERVICES AGREEMENT - 5 (Over$10,000.00, including WSST) 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. 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. GOODS & SERVICES AGREEMENT - 6 (Over$10,000.00, including WSST) I. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code, J. 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. IN 'WITNIvSS,the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR. CITY OF (CENT: 42 gy ® f (signature) f Print Name: 1241a&O."a Print Na e:/Su ette Co ke Its Its( yor jtltle) - 'I DATE: 7 " " ZdISJ DATE: _ /tom( NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: i VENDOR: CITY OF (CENT: i Elias Carrillo James Endicott Allied Telesis, Inc City of Kent 19800 N. Creek PKWY #100 220 Fourth Avenue South Bothell, WA 98011 Kent, WA 98032 408 519-8762 (telephone) (253) 856-4620 (telephone) (facsimile) (253) 856 4700 (facsimile) APPROVED AS TO FOR l r �rI M: ! fwll Kent Law Department (In Oils fad.yeu MY Mt<r Vin ctatrant4 Int0th vhtM Un Mn rad has km saved) GOODS &SERVICES AGREEMENT- 7 (over$20,000.00, including WSST) i DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed 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 shall comply with the regulations of the City's equal employment opportunity policies, The following questions specifically Identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to 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 City"s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1,2. 2. 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. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. S. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. 7 By: `G— For: Title: CGI�al;F�✓�TE Sjlr�i� Date:— EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor 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. I I I i EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. ! I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 I February 24,12'015 , .AWAlIIed Telesis" AGREEMENT NUMBER-SACITYOFKENT022415 EXHIBIT Service and Support Agreement Prepared for CITY OF KENT i February 24, 2015 AGREEMENT NUMBER—SACITYO FKENT022415 Customer Initials Allied Telesis Initials_ 2015 Allied Telesis,Ine. _____ _____Page 3 of 8___ February 24,2015' rA, Allied Telesis AGREEMENT NuipBa-SACITYOFKENT022415 Service and Suppr Agreement for 2015 Customer Initials_ Allied Telesis Initials- -©2015 Allied Telesis,Inc._ ______ Page I of 8 February 24,2015'� AVA'O. Allied TelesK AGREEMENT NUMBER SACITYOFKENT022415 February 24,2015 Allied Telesis is pleased to offer CITY OF KENT comprehensive support services. The Products pricing and Services offered are outlined in Exhibit A to this letter. Exhibit B outlines the applicable terms and conditions. The support agreement ("Agreement's is entered into as of 20_ (the "Effective ®ate"), between Allied Telesis, Inc., a Delaware corporation with offices located at 3041 Orchard Parkway, San Jose, CA 95134 ("Allied Telesis")and customer as named below("Customer"), Legal Name: Place of Incorporation: Address: Principal Contact: Phone: Fax: Term of Agreement: Allied Telesis Agreement Number: SACITYOFKENT022415 This Agreement consists of this signature page and Exhibits A — B attached to this signature page and incorporated by reference. This Agreement, including the Exhibits and any agreement expressly incorporated by reference:therein, constitutes the entire and exclusive agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous communications and understandings between the parties, written or oral, relating to this subject matter. IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement by their respective duly authorized representatives as of the Effective Date. Allied Telesis,Inc' CITY OF KENT Signature: Signature: Printed Name: Printed Name: Title: Title: I Customer Initials Allied Telesis Initials- 0 2015 Allied Telesis, February24,`M5'; ter► '9 Allied Telesis AGREEMENT NomsEx_SACITYOFKENT022415 I. EXECUTIVE SUMMARY This document provides the pricing, terms and description of Allied Telesis Services for Allied Telesis Products purchased by Customer. The applicable Products are listed in Section A. This document supersedes any prior support agreement for the Products. The pricing as shown in Section III also supersedes the pricing associated with any prior support agreement or proposal provided to Customer. IT. PRODUCTS This Agreement covers the following Allied Telesis products, as of the Effective Date: March 1, 2015 • See Product List Attached—Section A—Equipment List (page 8) Ill. PRICING I Support Fees:The support Fee for items included in this agreement: li 24x7x365 Technical Support, Two Business Day Advanced Hardware Replacement, Software $45,468.65 Updates AT-NCCUSTOM-01 IV. AGREEMENT NOTES 1. Proposal expires after thirty days from offer date. 2. This support agreement runs from March 1,2015—February 29, 2016 3. This support agreement applies to all Allied Telesis Products listed in Section A that have been purchased by Customer. 4. Prices are provided in US dollars. 5. Support agreement renewals will occur on an annual basis after the initial term. 6. New Product purchases made during the term of this Agreement will be charged 5,00% of Product MSRP, pro-rated to the terms of this Agreement. Customer Initials_ Allied Telesis Initials_ ©2015 Allied February za,�zoi5AW Allied Telesis AGREEhIENT NUMBER-SACITYOFKENT022415 7. Allied Telesis will only support networks within two (2) major releases of the then current software code levels for a given Product. CITY OF KENT will be responsible for keeping the network at acceptable levels to maintain support. 8. To order support, a Customer purchase order must reference the following:quote number, part number, description, quantity, unit price, extended price, bill to and ship to addresses. 9. Shipping charges&sales tax are not included in this agreement. V. SERVICE DESCRIPTION Technical Support This service provides Customer with technical support for 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_1 level (critical network outage) issues receive 365 days x 24 hour coverage. Priority 2-4 level issues receive 5:00 a.m. to 5:00 p.m. Pacific Time coverage. Support engineers will log, investigate and troubleshoot issues and apply remedial action to Allied Telesis Product issues. Network technical support is not intended to include the following: • Design, configuration or other Allied Telesis Professional Services • Allied Telesis troubleshooting of network issues isolated to non-Allied Telesis products or third party vendor hardware or software. • Allied Telesis troubleshooting of network due to Customer self-induced issues where Customer technician errors cause network outages. Customer to open incident report with Allied Telesis when there is clear evidence the problem is associated with Allied Telesis Products. Incidents must be reported to Allied Telesis via the Service Portal (this is the preferred method)or via Allied Telesis's technical support 800 contact number. • Allied Telesis will diagnose software or hardware faults in the Allied Telesis Product. • Initial fault diagnosis must be conducted by the Customer to establish that the fault is not within its responsibility and lies within the Allied Telesis Product prior to reporting the fault to Allied Telesis support. • Allied Telesis is not responsible for repair, damages of any reported faults outside Allied Telesis Product line. • Once a fault has been resolved by Allied Telesis, the fault ticket details will be updated within the Allied Telesis ticket system and the incident closed. Customer Initials_ Allied Telesis Initials- 0 2015 Allied �ebx,ua,yz'a,°zois AVA'O. Allied Telesis AGREEMENT NUMBER—SACITYOFKENT022415 Software Updates This feature allows for notification of the operating system, software patches and releases revisions as soon as they are released to our restricted web site and apply to your particular installation. Software and release notes can be downloaded directly from Allied Telesis' technical support restricted website, and activation is included with the purchase of your support contract. No warranty is made on the interoperability or management of hardware and/or software declared by Allied Telesis to be in an end of sale status. End of Sale ("EOS") status is based on formal notice by Allied Telesis that on-going service and support will be terminated as of a stated date Product Replacement This service provides two (2) business day advanced Product replacement and workarounds to correct bugs, malfunctions, system errors and other 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 must be submitted'by1:00 PST/PDT during business days and is limited to the contiguous United States and Canada unless otherwise specified in your Support agreement. Product replacement(RMA) requests will be submitted by the Customer using the Allied Telesis Service Portal. Customer must provide detailed information for each unit that identifies the part, problem identified and troubleshooting steps taken. Allied Telesis technical support will review the RMA request and work with Customer technician for each unit submitted to attempt to further isolate the problem and resolve the issue. Allied Telesis reserves the right to charge Customer a processing fee for a Product that is submitted as an RMA by the Customer and upon receipt and testing by Allied Telesis logistics, is determined to have no problem found. Allied Telesis may repair or replace Allied Telesis hardware Products with either new Products, repaired, or refurbished Products, or Allied Telesis Products with a similar or nearest equivalent specification when the original product has been discontinued. 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 Allied Telesis Professional Services. Network technical support is not intended to be associated with the following items: configuration of new device Customer Initials_ Allied Telesis tBitials_ 202015 Allied Telesis, Inc. —___Pale 6 0f 8 _,_ L l I I IIIf:I;,I ; ,February 24;'2015 Allied Telesis AGREEMENT Nu1vi ER-SACITYOFKENT022415 deployments, network design or changes to existing infrastructure must be performed either by Customer or Allied Telesis Professional Services. Quotes for Allied Telesis Professional Services offerings can be provided on a fixed bid. Online Solutions The Allied Telesis Support Portal (http://wwwalliedtelesiscom/supportcenter) offers a dynamic way for customers to interact with Allied Telesis's support staff as well as download solution and product information from our extensive database. The Support Portal is designed to facilitate customer inquiries and assist Allied Telesis customers in troubleshooting any product questions or issues they experience. Contact our technical support staff around the clock, from anywhere in the world;using the"Create New Case" feature. Responses will return directly to your e-mail within 24 business hours of submittal. Key Support Portal benefits include: • Real-time 24 x 7 x 365 access to Customer Hardware Asset Inventory. I • Real-time 24 x 7 x 365 access to the Allied Telesis knowledgebase database. • The knowledgebase uses self learning technology, constantly expanding to facilitate customer inquiries, problems and solutions. • Receive automatic updates to inquiries and answers via e-mail. • Submit on-line questions; RMA requests and comments directly to our technicians. i I I Customer Initials Allied Telesis Initials ©2015 Allied Telesisi 1nc._ Page 7 of 8 ___. �hQ IOlilf I1�1 ri ILI IJ February za;zois ,�`�, Allied Telesi AGREEMENT NUMBER SA CITYOFKENT022415 Section A- Equipment List Model Qty AT-9000/28-10 8 AT-9000/52-10 13 AT-FL-SBX9-01 7 AT-FS716L-10 13 AT-GS950/16PS-10 5 AT-GS950/8POE-10 19 AT-H5-5TK-CBL1.0 8 AT-P W ROS-10 16 AT-PWR1200-10 1 AT-PWR3202-00 2 AT-PWR800-10 44 AT-RPS3204-10 1 AT-SBX908-00 8 AT-SP10LR 41 AT-SP10SR 3 AT-SPLX10 9 AT-SPSX 24 AT-STACI(XG/0.5-00 1 AT-STACKXG/1-00 1 AT-STACKXG-00 26 AT-STACKXS/1.0 4 AT-x210-24GT-10 1 AT-X510-28GPX-10 11 AT-X510-52GPX-10 10. AT-X600-24Ts/XP 2 AT-X600-48TS/XP 2 I AT-X61044TS/X-POE+ 7 AT-X610-48TS/X-POE+ 35 AT-X610-48TS-POE+ 1 AT-XEM-12S 1 AT-XEM-12T 21 AT-XEM-12Tv2 1 AT-XEM-2XP 17 AT-XPLR 29 AT-XPSR 6 t Customer Initials_ Allied Telesislnitials_ 2015 Allied Telesis- Inc_ _ Pale 8 of 8 i 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. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. 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 Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. 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 it 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. 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. i i i I II EXHIBIT B (Continued ) 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 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. 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. ML®� CERTIFICATE OF LIABILITY INSURANCE DATE(MfdI001YYYV) �- 2/4/2015 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 Catalina DomeVko Woodruff-Sawyer&Co. PHONE 415-391-2141JFAX 415-989-9923 50 California Street, Floor 12 al aye Ext) __ _ (A1c NPI: EMAIL cdomeyko@wsandco.com San Francisco CA 94111 AcoltB;s _ — ___ --._ INSURERS)AFFORDING COVERAGE NATO INSURERA:Fedeml Insurance Company 20281 'I INSURED ALLITEL01 INSURERS:StarNet Insurance Company _._ 40045 Allied Telesis, Inc. INSURERC: 3041 Orchard Parkway San Jose CA 95134 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:217869456 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. - INGR - --- --- -- ----- -- AD SU8 -- ---_-- POLICYEFF POLICY EXP LTR TYPE OFINSURANCE INSD WVD POLICY NUMBER cMiDDIYYYY MMIDDIYYYY LIMITS A X I COMMERCIAL GENERAL LIABILITY Y 35390862 1112015 21V2015 EACH OCCURRENCE $1,000,000 CLAIMS-MADE J OCCUR ' f PRE ESOEa aocunence) $1,000 000 - __L — MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1.000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICYf PET L J LOC PRODUCTS-COMP/OPAGG $2.000,000 OTHER; $ —_ A AUTOMOBILE LIABILITY 7326594E 1/2015 11/2016 OOMBINED SING T $ (Ea accident__ 1,-Do 0,000i. X ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCCH.EEDULED OS BODILY INJURY(Peracrldent) $ HIRED AUTOS NON-OWNED f�ROPERTY D1 ANUlGE - $ AUTOS (Perauidenl $ A X UMBRELLA LIAB X OCCUR 79790948 e1112016 /1/2016 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $25,000,000 OED X RETENTION$Nit $ B WORKERS COMPENSATION TWN1483823 1/1/2015 91/2016 X STATUTE ERH AND EMPLOYERS'LIABILITY - '- - ANY PROPRIETOWPARTNERJEXECUTIVE YIN N/A E.L.EACH ACCIDENT $1.000,000 OFFICER/MEMBER EXCLUDED? _- - -- (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000,000_. If es,describe under DESCRIPTION OF OPERATIONS below E,L.DIGEASEPOLICY LIMIT 51,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be aeacbed if mare space is required) The City of Kent is inlcuded as Additional Insured with regards to General Liability per form 80 02 2307. Policies contain a 30 day notice of cancellation for any reasons,other than non-payment of premium per form 80-02-9779. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Kent ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent WA 98032 AUTHORIZED REPRESENTATIVE ©1955.2014 ACORD CORPORATION. All rights roserved. ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD Liability Insurance OHUE30 Endorsement Policy Number 3539-08.62 SFO Insured ALLIED TELESIS,INC. Name of Company FEDERAL INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY INFORMATION AND NETWORK TECtINOLOGY BLENDED LIABILITY INSURANCE tinder Who is An Insured,the following provision is added: Who IS An Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance,any person or organization shown In the Organization Schedule,acting pursuant to a written contract or agreement between you and such person or organization,is an insured;but they are insureds only with respect to liability arising out of your operations,or your premises,if you are obligated,pursuant to such contract or agreement,to provide them with such insurance as is afforded by this policy. I{owever,no such person or organization is as Insured with respceL to any: assumption of liability by them in a contract or Agreement.This limitation does not apply to the liability for damages for injury or damage,to which this insurance applies,(hat the person or organization would have in tho absence of such contract or agreement. • damages arising out of(heir sole negligence. Schedule City cf Kent 220 Fourth Avenue South Kent,WA 95032 Uabiliy lnsuranco Additional insured-Scheduled Person Or Organization contlnued Form 00-02-2$67(Rev.8-04) Endorsement Page 1 UablNty Endorsement (continued) All other terms and conditions remain unchanged, Auftrizad Representative I i I fabllfty Insurance Additlonal Insure d-Scheduled Pere on Or Organize Von fastpega Form S"24867(Rev.6-04) Endorsement Paga2 Policy Conditions CHUMS Endorsement Policy Number 3539-08-62 SPO insured ALLIED TELESIS,INC. Name of Company FEDERAL INSURANCE COMPANY 61t�++vaes3c..Y-..vpclw®ae%ive'+➢a4Te.*x-' ...2za..n,Ye�wa.n�nwx`w.b.�exrh �'� :kuu'YWK*xNrrXWwe.V r✓xn"bWiwN This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added. Conditions Notice Of Cancellation When we conceit this policy for any reason,other than non-payment of premium,we will notify To scheduled Persons person(s)or organization(s)shown in the Schedule at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s)or organization(s)will not• impose my liability or obligation of any kind upon us;or • invalidate such cancellation. Krp�:u:?.awu.Fv'6".`-+�M4 d+meMti<'+ufi•.•.`roxli4YSYwNK�RS4 rxYm�MVM*«.iW'avFN4Mo�M'NXnLX.F!�.YM1'1t^.i'+.Y-`' NM�-.vtimhhM4a✓'.ee4fiwNjM1'eM.iJ,1IM�tSt4vN.MtnuTarc �?^�+•rM Schedule Person(s)or Organlzation(s): Quadrus Sand Hill LLC c/o Lo Property Management Address: 2400 Sand Hill Rd,Sle 101 Menlo Park,CA 94025 Person(s)or Organization(s): 119 International Drive,L,L.C• c%CP Management,Inc. i Address I I Court Street,Suite 100 Exeter,NH 03833 Re: 12 Rye Street,Ste 310,Portsmouth NH 03801 Policy Conoldlons Notice Ol Cancellatlon To Schoduted Persons Or Organizations(except NomPaymew of PrernlumJ conflnuod Form 80-02-8779(Ed.3-11) Endorsemenf Pa$B i Conditions (continued) Person(s)orOrganization(s): CityofKcnt Address: 220 Fourth Avenue South Kent,WA 98032 All other terms and conditions remain unchanged, AuModzed Representative Policy Conditions Notice of cancaliation To Soneduled Persons Or Organizations(Except Non-Payment Of Premium) lnat paga Farm 8"2.9779(Ed.3.11)1 Endoraemertl Page 2 REQUEST FOR MAYOR'S SIGNATURE Please Fill in All Applicable Boxes :7�,T Routing information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPAR"rFPoEN-f) Originator: James Erdicott Phone (Originator): 253-856-4620 _ Date Sent: 3/4/2015 Date Required: 3/6/2015 Return Signed Document to:Heather Haley__ CONTRACT TERMINATION DATE: 2/29/2016 VENDOR NAME: Allied Telesis, Tnc DATE OF COUNCIL APPROVAL: 12/16/2014 i r— Brief Explanation of Document: 2015 - 2016 Annual Maintenance Renewal (3/1./2015 - 2/29/2016) for products purchased from Allied Telesis (ATI). This maintenance covers all network switching equipment. 1130#121675 is for the amount of $49,788.17 Approved in the 2015 Operating Budget All Contracts Must Be Rouged Through The Law Department (,This area to.be completed by the Law Department) tr l Received: Approval of Law Dept.: Law Dept. Comments: z,. Date Forwarded to Mayor: Shaded Areas To Be Completed By administration staff Received: Recommendations and Comments: / 1 Disposition;-.-"' a';� %` r +',1£°--. Date Returned: r,