Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
IT16-102 - Original - Allied Telesis, Inc - ATI Annual Maintenance Renewal - 03/01/2016
Records Management \1.7�KIENT t WwnswiNcscw. ocmen CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission o City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Nerve: Allied Telesis, Inc, Vendor Number: 328670 JD Edwards Number Contract Number: — 1 This is assigned by City Clerk's Office Project Name: 201 -2017 ATI- Annual Maintenance Renewal Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment 0 Contract ❑ (ether: Contract Effective ate: 3/1/2016 Termination ate: 2/2 /2017 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: � 52,922. 1 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Approved in 2015-2016 Budget on 12/16/14 As of: 08/27/1,4 I i I ' R/ { IN d7R ATI TECHNOLOGY OGY N9 INT 1 10E CONTRACTS 4 �"5 yo" B d'get Request for 2015-2016. , •� t4 t., IT Budget IT Budget Request for bequest for 2015 2016 Vendor Nlulitmedia 3,500.00 3,500.00`�'"� ulit ➢edia Equipment Repairs(Cameras,VCR's) 1,800.00 1,800.00 media Control Systems TlghtroPe Media Systems 3,142.53 Avantl (50%of Cost to Graphics) Multimedia Workflow System 3,236r81" 2,664.60 2,744 54 Presstek (time and materials) 'Replace utte,Num Rollers Yearly 2,300.00 �Z.& 00_ Contingency(time and materials) Folder, ilveer, atemak➢ng Machine 4,602.31 4,740.38 Presstek Dig➢ta) Silver Platemaker&Software 4,367,04 4,498,05 Presstek 2-Color Press 3 844,70 3 960.04 ti?' Avanti (50%a of Cost to Graphics) Multimedia Workflow System 26,221.17 26 779W81 Total Multimedia System Services 7,646.82 7 'ter Vertex Quantum Payroll Tax Software 15,767-36 W 240,38 . IQM2 MinuteTraq/MediaTraq Maine 7,045,31 / Harris (etas Datallowj Idaho Computer(Utility Billing) 22,177,52 22,842s844'` SumTotal(was.Pathlore) Registrar S.W, (Training) 2,781,00 2,864,43,Z Synaptec Software Prosecution Case Mgmnt System(Law Base) 9,982.25 1 ,281.71� software 21,106.23 21,739.42"� Optio S,W, support(eForrt s)�' 1"<;" Web Content Mgmtr S.W, � Ektrcn, Inc. 7,844,20 8,079.53 e_. Selectron Tech, Inspection Scheduling (IVR) 60,229.06 62,035,94 `,- ImageSource Oracle Document Management S,W, 6,285,29 61473,85 DLT Solutions Support Renewal-Core.Tech/C)racle8 29,617.73 30,506,26 Accela(KIVA) Permitting S.W. 6,365.95 6,556.92 Elecsys International Handheld Meters 8,571.66 8 82 Zoll, Data Systems RescueNet FireRMS/CAD(sunPro) 39,437.70 40,620.83 Environmental Systems Research (ESRI) Arclnfo/ArcView/ArcPad/ArcIMS 10,714.58 11,036.01 Governmentjobs.com (NeoGov) Insight Enterprise User License 10,110,02 10'413,32 Citrpx Yearly Maint, on 125 C➢trix.Gals 52,898.92 54,485.88 DLT Solutions Oracle DB Enterprise Edition 115,083«92 118, 36°44 Oracle/JD Edwards 3'DEfOneWorld S.W. - ERP 146,108,20 150,491.44 Tiburon Police System/Level II DBA Support 6,946.88 71155.28 Tiburon Systems Fleet Mgrnt.software-Faster 16,475.88 16,970,161. CCG Web Self Service Web Portai/FOIA/Gov QA 15,450.00 15,913.50 ,d Iy VeriPic QA h7igital Asset Mgmt, Software-P,D. 26,700.44 27,501,46 Class(Escom) Parks Registration S.W. 38,395.37 39,547,23 Active Network �✓ Active Public Sector,Inc Fieldworks/IMS/Tabworks(Hansen) 6,103.66 8,346,7T, / infor Subscription Service-Pawn Shop leads 2,575.00 2,652.25 6� leadsonline,com Oracle Toad PL/SQL Develop/De6ugcder DLT Solutions 3,467.23 s 3""4-✓_ Bamboo Solutions Project Management Suite Support 2,399.67 2,471.66 DLT solutions Developer Lice nse-05I#2462506 3 708.00 Qty: 10 3,819.24 Cues(Granite XP) Shops Pipeline Inspection Software 2,756.77 2,839,48 SAP America Crystal Reports Server CAL's 15 000.00 15 000,fl0 Contingency Miscellaneous 721,752.62 742,955.20 Total System Services Technical Services 10,748.41 11,070,864 Aruba Wireless Network � CDW-G 29,705.20 30,596,36'' Trebron Sapl7os Security/Data Prakeion 1,634.93 1,683 ' 9$`" -Hewlett-Packard Company 65,700,71 67,671, 3 quipmenk Allied Telesis Service&SupPork Mto/Network E 22,12.5.13 22,788:� Allid'd Telesis 1,564.80 11611.74-/ Wildpacite Omnlpeek Aac et Sniffer MainteanPa 67 164.60 69,1.79.54- CDW-G �tca EMG Celerra NIC-120 (2) 3.5 675,77 36,746.C14� IN7C(Presid➢o) Commvault Maine°/Galaxy SW''°Data backup' 24,027.71 24,748.541" INX(Pinds(Rol-up in 2013) Network Mqmt software/Enq Tool Set 43,012,80 44,303;18,Sol ➢ urz Corp (NW Nexus dba Un➢saftj 8 Server 1 Enclosure Maint renewals Ri hk systems (.WOE Pala Alto Threat Prev/Filtering lf Lour HW Mtc, 4r730.51 4 752 42 9 NlVW➢reless solution @ Go 1,299rBV Moonbl%nit(Pr servPakj-Y3al� 1,262.01 Moon Core (NW Nexus dba Unlsoft) Basic 5NS Vicenter Support 5 164.35 5,3,1912 NW Nexus(Unisoft Networks) Horizon VMWare 100 Addon 1 Yr Maint 158,900,93,/ 188,311,53 CompuCom Sys Inc. (WA 5t.Vndr for Micro!Microsoft Enterprise Agreement C rnpu 4 LifeS➢ze Cameras/ passport Lams&Maint 2,086,52 2,149.12+ City of 4<ent,Washington 73 KF-NT \V•AA"A AiaaA GOODS & SERVICES AGREEMENT between the City of Kentand 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 Linder the laws of the State of , located and doing business at 3041 orchard Parkway, San Jose, CA 95134 (hereinafter the "Vendor"). - , ems .... AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the fallowing services for the City; 2016-2017 Annual Maintenance Renewal for products purchased from Allied Telesis (ATI). This maintenance covers all network switching. Exhibit A- Allied Telesis, Inc. Service &Support Agreement for 2016 Agreement Number-SACoK2181.6 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 service by 2/28/2.017. X13% COMPENSATION. The City shall pay the vendor an amount not to exceed 52,92 2.61, 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, { 4 f Products to be paid within 30 days of shipment, Services to be paid within 30 days of Invoice date, pursuant to Statement of work/proposal. I 0 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. GOODS &SERVICES AGREEMENT- I (over$20,000,Including WSST) 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. 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 GOODS &SERVICES AGREEMENT- 2 (Over$20,000, including WSST) 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; 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). GOODS &SERVICES AGREEMENT - 3 (Over$20,000, including WSST) 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. 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. GOODS &SERVICES AGREEMENT - 4 (Over$20,000, including WSST) 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. 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, GOODS &SERVICES AGREEMENT - 5 (Over$20,000, including WSST) equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emalls, and other records prepared or gathered by the Vendor In its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City In satisfying the City's duties and obligations under the Public Records Act, J. City Business License Required. Prior to commencing the tasks described in Section 1, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code, K. Counterparts and Signatures by Fax or Email, 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., Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received In person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: By: By. (signre) (signature) Print Name: L C' 1151 I'L 0—46 Print ame Su ette Coolie- Its ca Apo aA-rii Its or (tit e) DATE: plia,rcit DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Ellias Carrillo James Endicott Allied Telesis, Inc. City of Kent 19800 N. Creek PKWY #100 220 Fourth Avenue South Bothell, WA 98011 Kent, WA 98032 1 (831)297-0267 (mobile) elias—Carillo@alliedtefesls.com (e-mail) (253) 856-4620 (telephone) (253) 856-4700 (facsimile) APPROVED AS TO FORM: Ken Law Department [1q thIs Wd,you may enter the eTedronic ritepath where the conbrad has been savad] GOODS &SERVICES AGREEMENT- 6 (Over$20,000, including WSST) DECLARATION CITY O�F 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 th,e 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. 1 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. 5. 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. By. For: Title: C,i 12 PO jZ,+-C 6- 0C 12 1 -rA 12 Date: 7, 'zo 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. 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 III I�#Ctil �i�tlCti='t>�: ?I�I�NIOI(yll0liif,}�ll�� � , •a.lir, , , wl,�;�3 , t.� �'�. ,IIGaC�Ll gg��f t':[ary 141iSr�+ deed Telesis AGtxEEMLt NI NUtl �.131stt 'S.AC6Tt6ilgl6 ''��:(r".iCl!"il Call"+1S7C°MiiRIuS4:�"f IN�,C,LIIid.+..,. U p, Service and S "' t :.Ill(a�.it,rydl'4':Ja�ra)ilt;'fl } C\ A g r e/e, e- ., kv 1% � � 5• I w CustomerInitials Allied Telesis Initials Via, v3.Q 2015 AJI erl Telesis Inc. Page 1 Of 10 ploillugl(1gIIf111d:7011rark ar ^.;;•.1 i'.`IdCDu;g1141DIggICi}plllqfdqql6lqpirl IOgggllqql �6t�Opp101plc�r}dl"��)1�71�1:: IP()1Pg0i0101I01110011 ;I �IglalGl�l 'I` rl)I.i! do�i ii 00IOIq rT ggld IgOgqIlDDlttl i"9??. 18, U r"{}gC�lq Ali .e.,. A .AAllied les; .,rn ccucae�l A.GREEMN ItidTJPw t' [ICa CO21" I �I��Q��fqllpi164QIl0iIflvl�ilplA0t711ifi0'&OI�SNltl7f0 '' .; ', ' `'1'�I�IICCI©Ullrlllpql©�q[lir©IYIAfaIIpgllnitTil�ra�l�'rt ? `'- February 18,2016 Allier) 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") is entered into as of 20,_ (tt a "Effective Date"), between Allied Telesis, Inc., a Delaware corporation with offices located at 304iI Cdrehard Parkway, San Jose,CA 95134("Allied Telesis")and customer as named below("Customer"), Legal Name: Place of Incorporation: f, Address: VN, Principal Contact: ; Phone: Fax. " Term of Agf'ernent r � ti Z Allied Telesis Agreement. (umber: SACoK021816 This Agreement cc#tts of tha gn 4ure page;and Exhibits A - B attached to this signature page and incorporated by reference 7 rs\�g e�ment, including the Exhibits and any agreement expressly incorporated by refereee e'ther6iri c6gstitutes the entire and exclusive agreement between the parties with respect-to its s ibj,ccti7o tter anal supersedes all prior and contemporaneous communications and understandi y"s between,the peitjes,written or oral, relating to this subject matter. IN VtII NESS WHEREOF,'Irb ten ding to be legally bound, the parties have executed this Agreement by their respective duf authorized representatives as of the Effective Date. Allied feleslst-lncr: City of Bent Signature: ° �'"'"'— Signature: Printed Name: C-lam JA y&"` Printed Blame: ell Title: (' I °`" Title: Customer Initials Allied Telesis Initials v3.0 0 2015 Allied Telesis,Inc, — -----PaRe 2 of 10 _ .Ilh�d!ltJY�tyllt�lC119aH1.,Ila1 641101 r . „a�lrao�a0ai looll8oj+ a�0I100,01011IU U001010I1Qlilgg110010 lI01Y a�cal9c1atalwp7l1atat=a+a�7� l I,I � 1P�IQ s fl q 18, '1 u� t AVA�, M ed 1 1esi n,r:lccc; �aolip0¢A�cRnct>tilErrt`NtJ ; '�.Gt7i�la2�. �s� ' �Cil�9r,y�r;7r1� 71P]i90p�yYDIIgEY�+'34ilCdk'CgJ01I17IGtJtfJ..IAL�AIQIl9'la4-�I�p�� `IoIo,i0004lallu00laaalwol0a16aan0IService and SupportAg e11II „IC91dt EXHIBIT A C ' .� ,. Prep^fit' [ at Y• l ) of Kent 4 f Ftl February 18, 201 AGREEMENT NUMBER—SACOK021816 Customer Initials Allied Telesis Initials` �+ v3^0 0 2015 Allied Telesis,Inc. age 3 of 10 Ii1�p1�"�II[lllltltl?t'�tri . . paail!ItIIJOIVQIf1i0gIIG01PICpPIUt1116plIdJl {yl"p�C1QiI��I�R� � Itl�'Ct0E7�l�l�dl7(3U���I�Oc�.�'" alillloololollolliool01lo ' a(}IU It a Ya �'•`aa� „ r,, -apit�'d�lll. . ,Ga1G�U,y,1'� �'�'��1Q rsoW.,, w ,npr""��Gatript IQOIr3El�i Y olol�ii6�� 1 � lr� l IIS � a,t„ IP(II a AGREEMENT NU�F�t[i�r�e$CoI�O t81�r" t I •;. . SIG+IGGAa,�jllryiwal10110001010;01100161G11�iG .. :;I�alvlauelrcrlollnelaaanlratraamuva�oalaalnlll,:.ill I. EXECUTIVE SUMMARY This document provides the pricing, terms, and description of Allied Telesis Services for Allied Telesis Products purchased by City of Kent. The applicable Products are listed in Section A. This document supersedes any prior support agreement for the Products. The pricing as shown in section Ill also supersedes the pricing associated with any prior support agreement or proposal provided to City of Kent. II. PRODUCTS This Agreement covers the following Allied Telesis products,as of the Effective Date: 3/1/201.6 For a complete list of products covered under this agreement,refer to Section A, Equip r`ept List, below � h III. PRICING V ica phonesupportp �. 24 x 7 x 65 priority 1 technical I ph n °w 2 business day advanced shipment RMA Software upgrades � �* w" I Will Will 1 MAN Ili >4 IV. AGREEMENT NOTES I, Proposal expires after thirty days.fror'offer date°4 2. This support agreement runsArom":3& 26 6w—3/1/ 017 for the I. year option, and 3/1/2016—3/1f2019 for the 3 year option 3. This support agreergbnt applies-to alC. Ill d Telesis Products listed in Section A that have been purchased by City of Ke t• 4. Prices are proviQ`_.in US doll rs •.. 5. Fil-st notificalIon Hof�upptj:itgre e e'nt renewal will occur 90 days prior to contract expiration 6, New pro#6t and service pi) cli made during the term of this Agreement will be charged the then current a d appi,1'4ble\rates, and will be covered under a separate agreement Co-termination of new product coverage with"this 69isting contract can be arranged upon customer's request 7. Al led Telesis will only .upport networks within two(2) major releases of the then current software code lie els for a given Product. City of Kent will be responsible for keeping the network at acceptable levels to`'iaaintain suppr`rrt ' 8. To otder,supp3rt,a purchase order must be issued to Allied Telesis which references the following: 4 ticite'4tumber Part number 1 ® Description Quantity Unit price Extended price Bill-to address Ship-to address 9. Shipping charges&sales tax are not included in this agreement Crastorner InitiaGls .Allied Telesis Initiaalsv-� V3.0 4 2015 Allied Telesis,Inc. �_ ____Eagf 4 of 10 II rpipllippl'ppllklCllilpirat`t r.r�r�!Ipr.r)Itp117PpplPpplII�II1�pYlEr�llrrlr Il�rpppp pp z�,�,yl�pga901gialt�lelttn�t�r�r� ;11rr11001010110111001,04 InIonIC}lulll'a ,,il( I 10 a: aiUilf:trC����at ,pp IaIppQ611aplplr;ir, i�Y 11,� ;t6OUOltlr ������ 111 Telsl� Ac-RL:L~vu?Nr Nu ��ta a ` Cecil(02IAIS"I,6 i ;i; ,, lit7�q�€^r�il9�jil�fgpgrtlilQaUi141UAi�l1(t;7ti9VirBl�t7t, .atlorl�bouna�rr�ntrplar�trctpal+�o-uannp�aihi�h�'^,i.< V. SERVICE DESCRIPTION (C240,CPI)Technical Support This service provides City of Kent with technical support for emergency and general network support issues and questions.You will be provided toll free access to Allied Telesis support engineers via the technical support line and online service portal,in order to address Allied Telesis Product-related issues, Technical support services will be made available to City of Kent 365 days a year,24 hours a day,for all Priority 1 (critical network outage) issues. All other support requests will be handled between the hours of 5:00 a.m. to 5:00 p.m.Pacific Standard Time. ; Network technical support is not intended to include the following: ; Design, configuration or other Allied Telesis Professional 5enrl-cesj Allied Telesis troubleshooting of network issues isolated to,nein�Allied Telesis products or third party vendor hardware or software, ' ° Allied Telesis troubleshooting of network due to Customr;'self-indi ced issues uwhere City of Kent technician errors cause network outages. ; City of Kent is to open incident report with Allied Telesis whenh'f 1 Is clear evidence the problem is associated with Allied Telesis Products. Incidents must be repvr(ed,to Al fie Teles is"via the Service Portal (this is the preferred method) or via Allied Telesis's 1-80 technical§V6p rt line. , Allied Telesis will diagnose software )(hardware faults wririh the Allied Telesis Product(s) a Initial fault diagnosis must be 6`ncluc`te ;by th�--i�ustamer to establish that the fault is not within its responsibility and lies witl ' die Allied Telesis Praduct(s) prior to reporting the fault to Allied Telesis support n Once a fault has been re�olVed b 'Alliecl Telesis, the fault ticket details will be updated within the Allied Telesis ticket system and,the intident closed (CSU,CSN) Softw/ are tlpd�tes y �" ��R t This feature allotM for not ficatioNK6f,the operating system, software patches, and releases revisions as soon as � they are released`t6' our restne ed web site, as they apply to your particular installation. Software and release notes cal. be downloaded dirl fitly from Allied Telesis' technical support restricted website, and activation is included��It the purchase`of•your support contract. w No warranty is nade o the interoperability or management of hardware and/or software declared by Allied Telesis to be in an.n`d 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 0 (CAR) Product Replacement This service provides 2-business day advance ship 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 Customer Initials Allied Telesis Initials v3.0 0 2015 Allied Telesis,Inc. Page of 10 ( ;.•I, • . wa 0101110B1100101C1 t9a��. 0 1tu 1 1i"W001t10110111a0110lltl ,1;1101010j1 J 10010101001(10111010011101iollpIo,10p00100 001600DO000 �crna01oiI��nalaol yU ll(ig� � ,2W0 Alli d ele a,11�1��ia1 It9 �1�1001'0011o110oofIOf100olINGO,mI�CDrp�gIIV10G�� Q'�'1`d�IRIy110019r,1g011001OQ1111Up0I0(1810�1fB(JII�IIAIIIIC�1il� . . the City of Kent, However, all outgoing shipments are performed at Allied Telesis's expense. For Some day shipments,advanced replacement requests must be submitted by,1:00 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 City of Kent using the Allied Telesis Service Portal City of Kent 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 a City of Kent technician for each unit submitted to attempt to further isolate tine problem and resolve the issue.Allied Telesis reserves the right to charge City of Kent a processing fee for a Product that is,s`ubmitted as an RMA by City of Kent and upon receipt and testing by Allied Telesis logistics,is determined to have'i -problem found. Allied Telesis may repair or replace Allied Telesis hardware Products tia either\new a�rod0cls repaired, or refurbished Products, or Allied Telesis Products with a similar or nearest equivalent-,'specification when the original product has been discontinued. Under this agreement, prior to receipt of defective hardware froftCity of Kent,Allied felesis will 2-business day airfreight replacement hardware to the designated Shipjo cust�tner siteApon receipt, it is City of Kent`s responsibility to return the defective equipment within 30 days ; (CCA)Configuration Assessment To assist in the setup and configuration of.-Allled Telesis"s Productsi,this service includes standard evaluation of baseline configurations produced by City of.Cent 0r.Aljiedjel6sls Professional Services fretwork technical support is not intended to be assoclafed,With"the follow' g it�ris: configuration of new device deployments, network design or changes to existing infrastrucufe mush�ae performed either by City of Kent or Allied' Telesis Professional Services. Quotes foKX1 ed Telesis Professlo'hal'Services offerings can be provided on a fixed bid. (COS) Online Solutions •. The Allied Telesis up part l taital Fw ra`/l+ ww.alliedtelesis.com/supportcenter offers a dynamic way for customers to interact with�"A lied Telesis's'suppca`rt sraff as well as download solution and product information from our extensive database. The`5upaort'Portal is designed to facilitate customer inquiries and assist Allied Telesis -ti customer il-)_tror bI hooting,;an r0duct questions or issues they experience. 4 Contact ou"r technical sup orf:saff around the clock from anywhere in the world,using the"Create New Case" �. Pp_:., y g feature. Resopses will return directly to your e-mail within 24 business hours of submittal. Key Support Po its include: m Real-time 24 x 7 x 365 access to Hardware Asset Inventory. • 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, Customer Initials ,Allied Telesis Initials'" `3.0 0 2015 Allied Telesis,Inc. ___ __�_Li of I.O IIIu010O,1011lgiyllt}n; :iIial O00ilgll 'd ;•RIIIi!90U1)�IDI�100'lIC1DsIigIIODII.,:e91"!•�t�a a 00110Join 11101100101 0 0 1I00p011o71F6ff+41aq 18,2660ooi V-Allie:' ' l gg000f ,`J, IC AGREEN Etw Nuh 1 q 1DIOgGrO- iIr,I:JG�aOradf+a="� aadt�l Ic���"agrglr�aliaapaVOrlOtfri901Cr01'�Gd�"fllpl'�Iraatia r.° � . 'a'al'pdq�dg00gIbIFOCyIqOqIl00q109VI0q0010Ctf,a:di: dE,. Section A-Equipment list a i a X9-01 , T-FL�930M 2 'AT-A -STK tBL-1:1. . .. AT�E20 -sGP 2 AT PWR05 10 _ 36 AT P R'k0-16 44 ; A -S9X908-0"0 ' AT SP14LR 43 AT-SPIOSR T-SP10SR/I 2 µ. AT SP10TW1 2 ,41;SPLX141 39 AT-SPSX 24 AT-STACKX6/0s5-Qo rj 1 AT-STACi4'XG/1 o0 . AT-STACKX6-00 26 T-STACKXS/1.0 14 AT-x2A0-246T-10 1 AT-x d-IOGP-10 3 tip* •-` AT7X510-28GPX710 17 AT-X510-28GSX-10. 1 AT-X510752GPX-10 16 AT-X00-.24TS/XP 2 AT-XG00-48TS/XP 2 AT- E+ 7 AT-MiO-48TS/X-POE+ 35 AT-XG 10.-48TS-PQ E+ 1 AT x930-'.gGSM'0'O .2 ATmXEM- 25 1 4T-XEM-12T 22 AT7XEM-2XP 19 AT4PLR 29 AT-XPSR 10 Ctdst©mcrinit"rels A[[ied Telesis Initials v10 a 2015 Allied Telesis Inc. _ ���of'10 __ I 'February 13, 2016 . Allied Telesis' EXHIBIT B Terms and Conditions Customer hereby acknowledges and accepts the foHowing terms and conditions, which as a vvhOe sh4 constitute an agree nerat ("Agreement")between the parties governing the provisions of services by Allied Telesis,Inc.("Allied Telesis"), 1.. Definitions. (a) problems in and/or arising out of any equipment, software"modifications,improvements or service provided (a) "Product" means hardware or software for which the by anyone other than Allied Telesis or by a Third Party Support Services will be provided, as listed on Section A Service Firm without Allied Telesis's prior written consent;. herein. (b) support for custom irnprovernents, engineering changes, (b) "Software" rner;,rns the operating system, application and or enhancements to the Products made by or for• utility software, as part of the Product, for which the Customer at Customer's request(whether or not inacfe by Support Services will be provided. Allied Telesis) unless Allied Telesis has explicitly agreed in writing to provide such support; (c) "Support Services"means work purchased arid/or licensed by Customer as listed on Exhibit B herein. (c) consulting services specific to the design or implementation of any prograrn, product or service of 2. PaymentTerma j. Customer;or (a) Customer agrees to pay it) advance, the total fees (d) Support Services outside of the coverage period. ('Support Fees") for such initial, extended or add-on Support Services. Customer may at any time purchase 5. Warranty and Disclaimer, add-on levels of Support Services. Support Fees are exclusive of any applicable taxes, w^.rl'aich shall be paid by (a) Allied Telesis represents arid warrants that it uuill perform the Customer. any at applicable a satisfactory h credit review and Support Services in a professional and workmanlike manner setting of an appropriate credit limit by Allied Telesis,. in accordance with accepted industry standards and in a Substantial conformance Customer may lac granted'thirty (Bfl) day payment terms with applicable specifications irwany from date of Allied Telesis's invoice. statement of work. Allied Telesis's sole obligationand Customer's exclusive remedy pursuant to the warranties (b) Any Support Service performed outside the scope of this above will be to re-perform any services not in compliance Agreement shall be charged, and customer shall pay, at with this warranty that are brought to Allied Telesis's Allied Telesis's then-current rates for labor, travel and attention by written notice within sixty (60) clays after such materials. Support Services are perfomweci. (b) EXCEPT AS PROVIDED IN SECTION S(a), THE SUPPORT (e) Customer acknowledges and agrees that some or all of SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS, the Support 'Services may be provided by authorized ACCORDINGLY, Allied Telesis SPECIFICALLY DISCLAIMS ALL Allied Telesis dealers or other designees rcr agents of WARRANTIES, EXPRESS, INIPLIED OR STATUTORY, Allied Telesis ("Third Party Service Firms"). In such case, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF Customer will be informed promptly of the identity and MERCHANTABILITY, FITNESS FOR A PARTICULAR. PURPOSE, location of, rand other necessary information regarding TITLE, NONINFRINGEMENT OR ANY OTHER WARRANTY any such Tttirr:] Party Service Firm and will obtain all ARISING FROM THE COURSE OF PERFORMANCE, COURSE applicable Support Services directly from such Third Party OF DEALING OR USAGE OF TRADE. Service Firm. (c) In no event will any action against Allied Telesis for[)reach of 3. A,ssistanoe Fcr n�Cwstamer. support Services are warranty or for any alleged non;-conformity in the Support conditioned upon reasonable assistance from Customer as Services be instituted more than one year after yterfonwaance necessary for the performance of Support Services. Such or delivery. assistance includes without lirrwitation providing Allied Telesis with (i)a detailed description of any problems encountered, (ii) 6. Limitation of Liability. Allied Telesis's liability arising out reasonable access to all necessary personnel to answer of or relating to this Agreement frown all causes of action In the questions regarding the Support Services provided herein. aggregate, including without limitation breach of contract, breach of warranty and negligence„ will be limited to the 4. Services Not Covered, Allied Telesis is not required to applicable annual support fee for Support Services rnost provide any Support Services in connection with: recently paid by Customer for the Products„ or the price paid for any replacement part, to which the damages are directly related. IN NO EVENT SHALL Allied Telesis BE LIABLE FOR Tars»uu+nva�r mriv hrarimamwi sruimrosarvuriwm.,riwrerurrir rurvauvurmtawrrrrardii¢!ruearrrarrm�rnmrrarvuuuwirwuro,;.a° J�rrmrir;,rrrru rwrr<u..ivrr,rianuw, err nr;� ,x rv,ir r .r x s...i^ ,r.„ Iry rwu awiruuwuHa rmu rSSM 21 u� .._.M__.__._w.,.._ r n a rarr�Prr�„n�I,�mry xrov�,rn,,� arranar7u�a rsrvrroa u�msrwrswrras>aaranrfur�rvsaa�miiwrrnrowrsfrmim;„n�urumrannrv�rswuwwrrrvrnuar m vuummrai,>x amtwnas?aia?rrrlum�w>rrrt��rrouwut Customer Initials— allied.Telesis fnitirals_____ February 18, 2016 A'V Allied Telesis.,. AGRE,IrMEN'r fat-,kmui-SACoKO,21816 COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR confidentiality; (c)becornes known to the Recipient from a source SERVICES, LOST PROFITS, OR ANY INCIDENTAL, SPECIAL OR other than the disclosing party without breach of an obligation of CONSEQUENTIAL DAMAGES CAUSED BY ANY BREACH OF THIS confidentiality; (d)is deliberately disclosed to one or more third AGREEMENT OR THE PROVISION OF ANY GOODS OR parties by the disclosing party without restriction; (e) is SERVICES HEREUNDER. This limitation is in addition to, and independently developed by employees or representatives of the not in lieu of,the other limitations in this Agreement. Recipient without access to the Confidential Information,, or, (f) is required to be disclosed pursuant to the order or requirement ofl a 7. Coverage Period and Termination. The coverage period court, administrative agency, or other governmental body, commences on the "Effective Date, and extends for the term provided that the party required to rake such a disclosure gives listed in the signature page, and automatically will renew upon reasonable notice to the other party to enable it to contest such Customer's purchase of extended Support Services, unless order or requirement The Recipient will not use such information earlier terminated: except in performance of this Agreement or disclose such information to third parties. (a) by either party,with or without cause, by giving the other party ninety(90)days`written notice; 9. General Provisions. (b) by Allied Telesis on written notice to Customer of a (a) This Agreement shalt be governed Linder the laws of the material default of this Agreement and failure to cure such State of California without regard to the principles of default within a period of thirty(30)days following receipt conflicts of laws. Venue and jurisdiction over the parties of notice specifying that a default has occurred;or and any claims hereunder shall lie exclusively in the state or federal courts in the Northern District of California arid (c) Automatically in the event of any termination of a license the parties and the parties hereby irrevocably consent to agreement governing any Software which is a subject of the persciiaijurisdiction and venue therein. Support Services. (b) No modification to this Agreement, nor any waiver of any The Warranty and Disclaimer, Limitation of Liability, and rights, shall be effective unless assented to in writing by Confidential Information provisions of this Agreement will the both parties. Survive termination. (c) Notice to either party shall be effective as of the date of 8. Confidential Information. Each party (as the "Recipient") mailing via registered or certified mail, return receipt acknowledges that in the course of performing its obligations requested, by overnight courier or by facsimile to the hereunder it may receive information which is confidential arid address of the receiving party set forth on the signature proprietary to the disclosing party ("Confidential Information"). page of this Agreement (or to such different address as Confidential Information shall be marked as"confidential", or with may be designated by such party by written noVoe to file words of similar import, at the time ofl its disclosure, or if given other party). orally, visually, or in another intangible format, is designated as confidential or pror)rietaly at the brine of disclosure and is (d) AT] shall not be liable for any loss, damage or penalty confirmed in writing as such within a reasonable time (not to resulting from acts of God or other causes beyond ATI's exceed thirty (30) days) after the disclosure. Without Iii-niting the control, including but not limited to fire, flood, tornado, foregoing, any knovv-how, designs, engireering details, software earthquake,hurricane or lightning. and other data pertaining to any Product or portion thereof, and any product plans or pricing, service plans or pricing, financial (e) This Agreement constitutes the entire and exclusive information, and business plans, will be deemed Confidential agreement between the parties hereto with respect to the Information of Allied Telesis,without further need for designation. subject matter hereof and supersedes and replaces all The Recipient will not use Confidential Information except in prior and cc rite rnpora n eous understandings or performance of this Agreement or disclose such information to agreements, written or oral, regarding such subject third parties, except to employees and subcontractors with a bona matter. This Agreement may be changed only by mutual fide need to know, provided that each is subject to a written written agreement by the parties. agreement that inchudes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party (f) All Purchase Orders, invoices or statements of work under will use all reasonable efforts to maintain the confidentiality of all this Agreement shall be subject only to the terms and of the other party's Confidential Information in its possession or conditions hereof. In the event the terms of any such control, but in no event less than the efforts that it ordinarily uses purchase order, invoice, staternent of work or any similar with respect to its own confidential information of similar nature document conflict with the tern-is of this Agreement, the and importance. The foregoing shall not apply to information terms of this Agreement shall apply which:(a)was in the public domain at the time it was disclosed or later comes within the public domain, except through the acts or omissions of the Recipient; (b)can be shown to have been known to the Recipient prior to its disclosure without an obligation of Custorner Initials- Allied Telesis Initials..- Oc 2015 Allied Telesis"Ige. Pa-e 9 of 10 'February 18,2016 dOM Allied Telesi ' AGREEMENT NuMBER—SACOK021816 10.Inventions (a) Allied Telesis will be the sole owner of all domestic and foreign rights pertaining to the Inventions. (b) Customer acknowledges and agrees that all of the Inventions (including all intellectual property rights, including but not limited to, patent rights and rights of copyright therein)will be the sole and exclusive property of Allied Telesis and that Allied Telesis has the exclusive right to prepare derivative works of .such Inventions. Customer understands and agrees that Allied Telesis shall have the sole right to determine the treatment of any such Invention, including the right to keep the same as trade secrets,to file and execute patent applications thereon, to use and disclose the same without prior patent application,to Me registrations for copyright or trademark thereon in its own narne,or to follow any other procedure that Allied Telesis deerns appropriate. 11. Indemnity. In addition to any other indemnification requirements specifically noted in this Agreement, Customer shall indemnify and hold harmless Allied Telesis, its officers, directors, employees and agents, and its indirect and direct parent companies and such cornpanies' indirect and direct affiliates and subsidiaries, from and against any and all claims, actions, suits, proceedings, costs, expenses (including court costs and attorneys fees), damages, obligations, penalties, injuries.uries and liabilities arising out of,connected with or resulting from any suit, claim or proceeding brought against Customer which results from,arises from,or is related in any way to Allied Telesis' actions or omissions, or from breach of any term or condition of this Agreement. Customer initials, .. Allied Telesis Initials- 0 2015 Allied Telesis ...................................... ........ ....... .......... 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. B. 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. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. 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. 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 1185 or a substitute endorsement providing equivalent coverage. B. 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 ATE CERTIf� D (MMJDDlYYYY) ICATE OF LIABILITY INSURANCE 2/1A m 16 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(les)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 CONTANAME; Chris Chow Woodruff-Sawyer&Co. PHONE^ _____._ __. _..._.__.___.__ _•_......F . 50 California Street, Floor 12 .415-391-2141 No): 415-989-9923 San Francisco CA 94111 E-MAIL _— — INSURERS)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED ALLITEL-01 INSURERB:StarNet Insurance ComRany 40045 Allied Telesis, Inc. INSURER c:Columbia Casualty Com JLan�r 31127 3041 Orchard Parkway _. __....... .- San Jose CA 95134 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 1304015359 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 I TYPE OF INSURANCE POLICY EFF POLICY EXP LTR I INSD WVD I POLICY NUMBER MMIDDIYYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 35390862 2/1/2016 2/1/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE IiiU OCCUR PREMGES�aoccu ante $1,000,000 MED EXP(Any oneperson) $10,000 _ PERSONAL&ADViNJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑JEC LOC PRODUCTS-COMP/OP AGG $2,000,000 CT OTHER: $ ED SINGLE A AUTOMOBILE LIABILITY 73265946 2/1/2016 211/2017 Ea accident $1,000,000 X ANY AUTO f BODILY INJURY(Per person) $ ALU &WNW SCHEDULED , _ AUTOS AUTOS BODILYI<tJURY(Peraccdent) $ HIRED AUTOS - NON-OWNED -PROPERTY_IJAUAGE' _._,_.._. _....__...._-....__ AUTOS fPeraccident $ $ A X UMBRELLA LIAR X OCCUR i 79790948 2/1/2016 2/1/2017 EACH OCCURRENCE $25,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $25,000,000 DED I X RETENTION$Nit $ B WORKERS COMPENSATION TWN1483824 1/1/2016 1/1/2017 X STATUTE ER AND EMPLOYERS'LIABILITYANY YJ IN --..---------..._.-..- ____-------_--.-- OFFlCER1MEIMBER EXCLUDED?ECUTIVE I N N J A E.L.EACH ACCIDENT S 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 Ifyyes,describe under — DESCRIPTIONOF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000 C Technology Errors 8,Omissions 5966,93989 2/1/2016 2/1/2017 Aggregate Llmit: $10,000,000 -Claims Made Retentlon: $100,000 -Retroactive Date:08/01/99 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is 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 Allied Telesis, Inc. ACCORDANCE WITH THE POLICY PROVISIONS. 3041 Orchard Parkway San Jose CA 95134 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD IE Liability Insurance CHUOO Endorsement Policy Period FEBRUARY 1,2016 TO FEBRUARY 1,2017 Effective Date FEBRUARY 1,2016 Policy Number 3539-08-62 SF0 Insured ALLIED TELL INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued FEBRUARY 8,2016 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they arc insureds only if you are Scheduled Person obligated pursuant to,a contract or agreement to provide thorn with such insurance as is afforded by Or Organization this policy. However,the person or organization is ail insured only: if and then only to the extent(lie person or organization is described in the Schedule; to the extent such contract or aorcement requires the person or organization to be afforded status as an insured; for activities that did not occur,in whole or,in part,before the execution of the contract or agreement;and with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: M that is inorc specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). with respect to any assumption of liability(of another person or organization)by them in a contract or agreement."Phis limitation does not apply to the liability for damages,loss,cost or 1� expense for injury or damage,to which this insurance applies,that the p&son or organization would have in the absence of such contractor agreement. Liability Insurance Additional Insured-scheduled Person Or Organization continued Form 60-02-2367(Rev.5-07) Endorsement Page 1 Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. ... ...:::r:.vv1.v•,v;.. : .:. v•.vn::::w::.v v,.m::•. v v.:aatxv•:.:•:v.:..•:. ..:-"'vn:•.v::''• ..... ..... $:6•r}T4ifiL•• :} :x:xx::••:v }}:A { rrxvr:{•.v:rvpa•CiS:1,.Siv^:•..�ax•.ay.Av.J.•rv4T..:$4: !r•n;i•;:ti:T.r r. v..... n.n.rn..•.. :.....r......... ............ r.x•.xu:::•.:.::.ighvnxvrvT.•:::S:k-}:.....:T.::::::: :ri•T7kvrr�.vnvT;,$.!:•.... �..v..n:. ..:.ii.. ......: '':r•{nv'ih•..}.:T:r•::••• :.hr. :.:n'3.a .....;.. Schedule CITY OF KENT 220 FOURTH AVENUE SOUTH KENT,WA 98032 All other terns and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 IE Policy Conditions U Endorsement Policy Period FEBRUARY 1,2016 TO FEBRUARY 1,2017 Effective Date FEBRUARY 1,2016 Policy Number 3539-08-62 SFO Insured ALLIED TELESIS,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued FEBRUARY 9,2016 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added. Conditions Notice Of Cancellation When we cancel 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 Cr Organizations When date. We Cancel Any failure by us to notify such person(s)or organization(s)will not: impose any liability or obligation of any kind upon us;or A invalidate such cancellation. Schedule Person(s)or Organizations): QUADRUS SAND HILL LLC CIO LO PROPERTY MANAGEMENT Address: 2400 SAND HILL RD.,STE 101 MENLO PARK,CA 94025 Person(s)or Organization(s): 119 INTERNATIONAL DRIVE,L.L.C. CIO CP MANAGEMENT,INC. Address: 11 COURT STREET,SUITE 100 EXETER,NH 03833 RE: 12 RYE STREET,STE, 310,PORTSMOUTH NH 03801 Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Nora-Payment Of Premium) continued Form 80-02-9779(Ed.3-11) Endorsement Page 1 Conditions (continued) Persons)or Organization(s): CITY OF KENT Address: 220 FOURTH AVENUE SOUTH KENT,WA 98032 All other terms and conditions remain unchanged. Authorized Representative Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of Premium) last page Form 80-02-9779(Ed.3-1 1) Endorsement Page 2 LO (D 0) 0 ti Cf) CY) Lf) CF) C6 4 C4 Q) .2 N m 0 CO CD x cu: CN cz (D (7) CD uj F- n-- CD . -C CL 0 0 — C(D 7, < F= co C) Q) C6 ca 'T Q) -c- 0 0 ( E Q) r C >, — CD c Ml� m n M 0 — 03 CCU Q3 C-1 I 0 N -0 4' Cr) Q) m 0 0 E. C() q— 71 LO 7 cu La C") n 0 m (D — (n CD 0 n (D 0') Lo (a C- > llz: CN < < (D > CD C 0 CJ cl L) d co o LU M > CY) < :m 0 (D cu = o 0 0; 0 a) era tCCl) 7 E C) a) Cf) ftl cu co D E 'I 0 < 0 Q) 0 REQUEST FOR MAYO RIS ,SIG NATURE Fkc �etg' 4 e�i i 6¢� 6L O8 UM S�°S""M'U' ,S''FIRST BERG TEE�1'@�iF�OUjOp,TH L-AWnr �7 �" RT M ) I rig lkMl" , rnMCl,ic Ott, Phone C7p lnGwM : 2 a, - i- f� Date Re uired:: � i/�: Rewurn Bi, n u ;Cacui Date. ontra � , IALP Date Finance Nbtkf ed (Only irequirecl on,con tracts 10 000,andover organ an",G'r nt Tt F L Date k s{I C Ana er.N66fi " "6f Re uired on Nbn-Cit' Stand8rd Cor�trac�� A r�e"menl Hai thu a ec burn pec� call Account Nurdber: 20 17 .64 3 C Auth ri ed`ir the dud e ? YES Brie N I r i3On of"N"C" in, nt: t 61 ;1 r i l irate kan R rbe � �(3/1/2616�2/28/2�1�.7 for rM dq a h d t Erorm i�i d i T KK Thi i8�nt ra n c er�`all n t r s r 'h i e ' t 1 t ter/„thy, , Punt o , ; ;2 ,6 �- err the udigt F i t Law Depa�rnent) 1 H( W dewed ApRrbv+al;of LaW Dep ,: Lair tie t. dardnt . Forded f a , r w ti h' � A; 7' � � d B d i i h is eceMred,' 77 i ' , 504 1 i ;Gct�co WL Vr Feturrd /` „ " / 777 777 SGrh romnm a�amen .Rmpessng�quay ar aynra �m 4aa'fda j