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HomeMy WebLinkAbout1997-12-15 City Council (22)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT:ADMINISTRATIVE SERVICES DATE: SUBJECT: DECEMBER 15, 1997 CMR:498:97 APPROVAL OF BUDGET AMENDMENT ORDINANCE AND AWARD OF CONTRACT TO CABLETRON SYSTEMS TO UPGRADE CIVIC CENTER LOCAL AREA NETWORK RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached contract with Cabletron Systems in the amount of $199,701 for the upgrade of the Civic Center’s Local Area Network (LAN); Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract to cover additional related but unforeseen work which may develop during this project. The value of these change orders shall not exceed $19,900 (10 percent). Approve a Budget Amendment Ordinance in the amount of $59,601 to provide additional funding for the Civic Center LAN Upgrade, Capital Improvement Program (CIP) project 19620, increasing the CIP from its initial amount of $160,000; BACKGROUND The City’s Civic Center LAN was implemented in the early 1980’s. The LAN was designed to connect terminals to computers located on the second floor. The same design was then used to connect personal computer users via cables and hubs, enabling them to CMR:498:97 Page 1 of 5 share computer resources such as servers, printers and e-mail systems. Many of these systems that worked well in the past have reached their maximum capacity and no longer support the increasing demands of the users. With the development of client!server applications, the growth in the use of personal computer file servers, the expansion of the Geographic Information System, and future heavy network-based applications such as timekeeping, it will be necessary to transmit and process data at much greater speeds, with improved reliability, and with automated error detection and resolution. The City requires the implementation of networking equipment which utilizes industry-standard materials and is capable of higher capacity and greater quality. The existing network provides the Civic Center with only 10 mega-bits per second (mbs) transfer speed in total for all work stations, servers and printers. This would be equivalent to having all of Palo Alto’s automobile traffic on a single two-lane highway. The new system will address this critical network issue by improving the system backbone (the "highway"). As more lanes are added, the highway can handle more traffic at higher speeds with fewer traffic jams. Similarly, the data traffic located on each floor can be processed in a more timely manner. Rather than 10 mbs for the whole Civic Center, the new system will be capable of providing 10 mbs for each user, as necessary, tohandle the increased level of shared information and graphics. Finally, the existing network within the Civic Center is established on earlier generation communication devices and old wiring standards. The communication devices (hubs) located on each floor lack the ability (or "intelligence") to detect errors in the network. The upgraded LAN systems have the intelligence to recognize when a problem occurs, provide an element of self-correction, and notify the network manager of the problem. This capability will speed up error diagnosis and resolution, thereby minimizing system "down time". The initial Civic Center LAN upgrade project was scoped in 1995, and has experienced several delays. The project was initially delayed due to the difficulty the City had in hiring an experienced network engineer to defme the system requirements and manage the project. Once the network engineer was hired, the RFP was generated and distributed. The selection process was prolonged because of a significant change in LAN technology and the physical limitations of space available in the Civic Center to house network devices. Through extensive discussions and contract negotiations, a solution was determined and incorporated into the proposed contract. CMR:498:97 Page 2 of 5 DISCUSSION Selection Process A Request for Proposals (RFP) was sent to five vendors known to do network upgrade work. A four-week bidding process was provided, and four vendors attended the pre-bid conference. Three vendors submitted proposals by the RFP closing deadline; a fourth proposal was received late and disregarded. The proposals included hardware, soft-ware, service, training and cabling, and the costs of the bids received ranged from approximately $139,000 to $245,000 (see Attachment A). The Cabletron proposal was $182,580. The evaluation committee was comprised of technical staff from the Information Technology Division and the Utilities Department. The proposals were evaluated based on system technology, system capacity and flexibility, ability to handle increased user demand, network management system, and vendor reputation. Two of the proposals were submitted by third party vendors ("value added resellers"), who typically sell various types of communication equipment manufactured by other companies. These two vendors offered solutions provided by CISCO Systems. The proposed solutions consisted of one router located on the second floor and non-scalable switches located on each of the remaining Civic Center floors. The recommended devices were limited to increasing the network speed to a maximum of 10 mbs. Any future required increase in network speed would entail replacing the communication devices on each floor. The Cabletron proposal includes a "smart switch" on each floor (a device that processes information better than a router). The system allows for a network speed increase up to 100 mbs for any system or workstation that requires speed (e.g., a GIS workstation, which processes graphical data and large quantities of information). Furthermore, Cabletron is the actual manufacturer of the product, which ensures a better understanding of the hardware, and the ability to maintain it. Included with the Cabletron hardware are excellent network management tools to monitor the system. Although the Cabletron Systems solution was not the lowest bid, the evaluation committee considered it superior for these reasons. Staff conducted negotiations with Cabletron, to further identify the system requirements for each floor of City Hall. Since the volume of data and number of connections in City Hall had increased from the time of the initial proposal, the network size was increased in areas to allow for the added networking of printers and other peripherals. In addition, CMR:498:97 Page 3 of 5 space limitations identified in the areas where the networking hardware will be installed necessitated physical reconfiguration of the hardware. These changes increased the project costs; the final negotiated contract amount with Cabletron is $199,701. Cabletron Systems is a well-known vendor to the City of Palo Alto. Cabletron has been successfully engaged in previous installations of City cabling. Its knowledge and experience with the City and its expertise in computer networking are impressive. Cabletron Systems, as a manufacturer and supplier of its own systems, has proven itself as a service organization. Cabletron Systems is expected to provide the reliability and dependability that it has already shown working with the City in the past. Cabletron will be responsible for all phases of the installations, working with the Project Coordinator in Information Technology. The installations include designing, programming, testing and debugging. Training will be arranged accordingly and will meet the requirements needed to manage the new infrastructure. RESOURCE IMPACT Funding for the LAN upgrade (CIP 19620) is being reappropriated to the current fiscal year through the 1996-97 Budget Closing Ordinance (CMR:452:97), to be approved by the Council on this same agenda. The initial project budget was established at $160,000, an estimate which was made almost three years ago, based on the networking expectations of that time. Since then, the volume of traffic and number of connections in City Hall have increased. In addition, the project now includes the need to address physical space limitations. The system proposed by Cabletron will accommodate the increased volume, allow for future expansion, and address hardware space limitations. The attached Budget Amendment Ordinance, in the amount of $59,601, will allow for funding of the proposed contract and change orders to the contract with Cabletron Systems for the acquisition and installation of the LAN upgrades. This request will increase CIP project 19620 for the Civic Center LAN upgrade from $160,000 to $219,601. The additional $59,601 in funds will come from the Budget Stabilization Reserve. The contract includes first-year maintenance; ongoing annual maintenance of approximately $24,000 will be included in the operating budget of the Administrative Services Department. pOLICY IMPLICATIONS This contract does not represent any changes to existing policies. CMR:498:97 Page 4 of 5 ENVIRONMENTAL ASSESSMENT This does not constitute a project under the California Environmental Quality Act. environmental assessment is needed. No ATTACHMENTS: Attachment A: Vendor Proposal List Attachment B: Agreement with Cabletron Systems Attachment C: Budget Amendment Ordinance PREPARED BY:Rob Pound, Manager of Information Technology Libby Dame, Senior Financial Analyst DEPARTMENT HEAD APPROVAL: CITY MANAGER APPROVAL: CC: n/a Acting Director, Administr~ t, We Services CMR:498:97 Page 5 of 5 Attachment A VENDOR PROPOSAL LIST Company Advanced Micronet Solutions Dublin, CA Bay Networks Santa Clara, CA Cabletron Systems Rochester, NH Enterprise Networking Systems Comments Attended pre-bid meeting and submitted proposal on time Attended pre-bid meeting, however did not submit proposal on time Attended pre-bid meeting and submitted proposal on time Attended pre-bid meeting and Proposal Amount $244,964 Not Applicable $182,580 $139,131 Redwood City, CA Pangea ConsuRing San Jose, CA submitted proposal on time Did not attend pre-bid meeting and did not submit proposal. Not Applicable ATTACHMENT B AGREEMENT for PURCHASE OF HARDWARE, LICENSED SOFTWARE AND SUPPORT SERVICES THIS AGREEMENT is made and entered into on the day of 1997, by and between the CITY OF PALO ALTO, a chartered municipal corporation of the State of California ("Buyer"), and CABLETRON SYSTEMS SALES AND SERVICE, INC., a Delaware corporation, 35 Industrial Way, Rochester, NH 03866, with local offices at 174 Component Drive, San Jose, CA 95131, Tax ID Number 02-0478354 ("Seller"). W I T N E S S E T H: WHEREAS, Buyer desires to purchase hardware and associated software to upgrade the Local Area Network (LAN) in its Civic Center facility; and WHEREAS Seller has submitted a proposal in response to Buyer’s Request for Proposal entitled "Civic Center Local Area Network Upgrade" and represents that its hardware and associated licensed firmware and software, will meet the criteria hereinafter described. NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: SECTION I. THE PRODUCT Buyer shall purchase from Seller certain hardware with associated licensed firmware and software and support services (the "Product") as listed on the "Bill of Materials" (3 pages) dated November ii, 1997, included in Seller’s proposal dated November 14, 1997. The following portions of Seller’s proposal are attached hereto as Exhibit "A" and made a part of this Agreement: cover page; pages 1-26; and the Bill of Materials. To the extent that any portion of Exhibit "A" is determined to be inconsistent with any other provisions of this Agreement, it is the intent of the parties that such other provisions of this Agreement will prevail. SECTION 2. DELIVERY Buyer shall pay for all delivery charges. Delivery will be made by standard ground transportation unless Buyer agrees in writing to a different method of transportation. Seller will 971211 lac 0031886 handle all shipping, handling and installation of the hardware and software shown on the Bill of Materials portion of Exhibit "A," and shall coordinate with Buyer as to the schedule of delivery so as to cause the least possible disruption to Buyer’s operations. SECTION 3. COMPENSATION 3.1 Buyer shall pay to Seller a total fixed amount of One Hundred Ninety-nine Thousand Se%en Hundred One Dollars ($199,701), which shall include all items shown on the Bill of Materials, and travel and expenses incurred by Seller under this agreement, plus applicable sales tax, as total compensation for the Product. The amount of the compensation allocated to each component is shown on the Bill of Materials portion of Exhibit "A." 3.2 Compensation shall be payable to Seller as follows: a. The amount of $165,578 shall be payable within thirty (30) days from the date of delivery of the hardware, firmware and software; and b. The amount of $34,123 shall be payable within thirty (30) days from the date of installation. SECTION 4.FIRMWARE AND SOFTWARE LICENSE 4.1 Seller grants to Buyer a non-exclusive, non- transferrable license for the firmware and software during City’s use of the hardware and associated firmware and software. Buyer shall not sell or transfer any of the software or copies thereof to others. Buyer agrees to secure and protect the software and copies thereof from transfer to third parties, and agrees to take appropriate action through instruction with its employees who are permitted access to each software system or copies thereof, to satisfy its obligations under this Agreement. The license under this Agreement allows Buyer to: a. Use the licensed firmware and software on the equipment specifically so designated by the parties; b. Transfer the licensed software to a back-up CPU to be used when a designated CPU is temporarily inoperable; c. Modify any customized licensed software program to form an updated work for Buyer’s use, provided that: Buyer~ supplies Seller with written notification of the modification; and ii.The modification is made according to Seller’s conventions or requirements; and 971211 lac 0031886 d. Make as many additional copies of the documentation for its own use as it may determlne to be necessary or desirable, provided Seller’s proprietary legend is included. 4.2 Buyer will not use or operate the licensed firmware or software improperly, carelessly, or in a manner contrary to that authorized by this license. SECTION 5. INSTALLATION AND ACCEPTANCE 5.1 Implementation Schedule. A detailed schedule of tasks and deliverable items, which outlines the time and manner in which the transactions contemplated by this Agreement are to be performed, shall be discussed with Buyer in separate meeting and committed to a written document, which shall be incorporated as part of this Agreement. Unless otherwise agreed to in writing by the parties, the schedule shall be consistent with the "Schedule of Events" described on pages 9 and i0 of Buyer’s Request for Proposal," which are attached hereto as Exhibit "B." Seller agrees to adhere to the requirements of the agreed upon Implementation Schedule in all respects; provided that the relative timetable for performance of various tasks shall be followed, but not the specific dates shown on Exhibit "B". If Seller fails to adhere to the Implementation Schedule, provided such failure is not caused by Buyer, Buyer shall have the options set forth as follows, subject to the notice and other requirements thereof: The delivery of the hardware, firmware, and software shall be performed and completed in accordance with the agreed upon Implementation Schedule and the provisions of this Agreement. If a scheduled installation date or milestone as set forth in such schedule, or, in any subsequent Implementation Schedule, developed by the parties or otherwise agreed to by the parties, shall be incapable of being met, Seller shall give at least seven (7) days notice prior thereto, unless Seller shall not know that a delay will occur, then immediately upon obtaining such knowledge, to Buyer of the existence of such delay, and the proposed actual performance date. Upon receipt of such notice and provided the delay is not caused by Buyer, Buyer may counter-notify Seller that unless such delay is cured and scheduled installation made within twenty-one (21) days after such counter notice, Buyer may exercise the options afforded it as described in Subsection 5.3 below. 5.2 Acceptance Test. Buyer’s acceptance will be at the installation site when Cabletron demonstrates that the Products perform, individually and as a whole, in accordance with their published specifications, and major components of the system are functioning and able to perform substantially the function for which they are intended. Said demonstration shall be completed within ten (i0) days of installation. 971211 I~ 0031886 5.3 Acceptance or Re3ectlon. Acceptance shall not occur until the hardware, firmware, and software have adequately passed the acceptance test set forth in the preceding subsection 5.2 and Buyer has received all of *the deliverables associated with this purchase and license. Buyer shall notify Seller in writing immediately upon completion of the final acceptance test. The payment associated with hardware, firmware, and software acceptance due from Buyer will due and payable as set forth in Section 3 upon satisfactory completion of the acceptance test and.receipt of all deliverables. If Seller fails to provide hardware, firmware, software or other deliverables within the time lines set forth in this Agreement, or, if the hardware and software does not function in accordance with the Acceptance Specifications within the acceptance test period, Buyer shall have the option, upon notice to Seller, to:j a. Cancel this Agreement, whereupon, Seller shall return to Buyer all sums heretofore paid by Buyer and Buyer shall have no further obligations hereunder, in which event Seller shall be entitled to return of any hardware, firmware, and software and any documentation theretofore delivered to Buyer; or b. Accept the hardware, firmware, and software at its then level of performance; or c. Permit the acceptance phase to be extended for such period as agreed upon by Buyer in writing; or d. Accept those portions of the hardware, firmware, and software which pass the Acceptance Specifications and provide the Seller with the option to repair or replace any unacceptable portions so as to meet the Acceptance Specifications, or to refund to Buyer that portion of the purchase price attributable to such unacceptable portions; or e. Pursue such remedies as may be a~ailable to Buyer at law or in equity. Acceptance of the hardware, firmware, and software by the Buyer will not release Seller from the requirements of correcting hardware, firmware, and software defects in accordance with the terms of the warranties and maintenance requirements set forth herein. SECTION 6.WARRANTY 6.1 Seller warrants that it has the right to grant the firmware and software license described in this Agreement and that the firmware and software is delivered and installed free of any 971211 iac 0031886 claim of patent, trademark or copyright infringement. Seller shall defend, at its expense, any action brought against Buyer to the extent based on a claim that ~he use of the Products, within the scope of this Agreement, infringes any United States patent, trade secret or copyright or any intellectual property right granted by the State of California, and Seller shall indemnify Buyer from any costs, damages and fees finally awarded against Buyer in such action which are attributable to such claim; provided that Buyer notifies Seller promptly in writing of the claim, permits Seller to defend or settle the claim and provides all available information, assistance and authority to enable Seller to do so, provided Seller reimburses Buyer for such activity. Buyer shall have no authority to settle any claim on behalf of Seller. Seller shall have no liability for any claim of patent, trade secret or copyright infringement based on the (i) use of other than the then-latest version of the equipment from Seller, if such infringement could have been avoided by the use of the latest version made available to Buyer, but Buyer, with knowledge of actual or possible infringement, chose to retain the prior version; (ii) use or combination of the equipment with software, hardware, or other materials not provided by Seller, unless such use has been agreed to by Seller and then only to the extent that such liability is based on the Products supplied by Seller and not for any such liability as may relate to such other materials or hardware; or (iii) design specifications provided by Buyer. 6.2 Seller warrants: (a) that each unit of hardware Products categorized as transceiver or repeater devices will be free from defects in material and workmanship for a period of one (I) year from the date of acceptance; (b) that each unit of hardware Products not categorized as transceiver or repeater devices will be free from defects in material and workmanship for a period of ninety (90) days from the date of acceptance; (c) that as to replacement parts supplied for a hardware Product or repairs performed to a hardware Product during the original warranty period for such Product, the warranty period on the replacement part or the repaired part shall terminate thirty (30) days after completion of-such replacement or repair or upon termination of the warranty period of the original warranty period applicable to the original item, whichever is longer; (d) and that as to out-of-warranty parts repaired, modified or replaced by Seller at Seller’s regular charges, the warranty period with respect to the materia! and workmanship hereunder shall expire thirty (30) days after the date of installation of said part. Seller warrants that during the warranty period, the hardware, firmware, and software will operate according to the Acceptance Criteria. If it is determined that the hardware, firmware, and software does not operate according to such specifications, Seller shall, without further charge or cost to Buyer, provide such additional or substitute hardware, firmware, 9712 ! 1 la~ 0031886 and software or modification of whatever kind as is necessary to the hardware, firmware, and software in order to meet the Acceptance Criteria, or Buyer may exercise whatever options are set forth in Section 5 (within the-acceptance period), at Buyer’s sole option. 6.3 Seller warrants that the hardware, firmware, and software shall meet or exceed the Acceptance Criteria during the warranty period, and agrees to replace or repair all defects at no charge during said period, provided it shall have received reasonable notice of such defects, and provided the damage shal~ not have been caused by willful act or negligence of Buyer’s agents or employees. 6.4 Seller warrants that the firmware and software will be Year 2000 compliant, in accordance with its "Year 2000 Warranty Statement", which is attached hereto as Exhibit "C" and made a part of this Agreement. 6.5 Seller warrants that its personnel assigned to function during the term of this Agreement shall be qualified to perform Seller’s support obligations under this Agreement. All personnel (an~ any substitutes therefor) assigned to the performance of this Agreement shall be subject to approval of the Buyer. Personnel whose conduct is incompetent, inefficient, or otherwise unsatisfactory to the Buyer shall be replaced forthwith upon request. 6.6 In the event that Buyer makes any changes or modifications to the licensed firmware and software, Buyer agrees that such changes and modifications shall be the property of Seller, unless Seller shall have given its prior written consent to the contrary. Furthermore, any changes or modifications made by Buyer to the licensed firmware and software, except in accordance with Section 4.l.d, will mean that the foregoing limited warranty of Seller with respect to such licensed firmware and software shall no longer apply, and Seller shall have the right to charge Buyer for additional support services at Seller’s then prevailing service rate; however, Seller shall have no obligation to provide such services. 6.7 EXCEPT AS SET FORTH .ABOVE, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY Seller AND Seller MAKES NO WARRANTIES WITH RESPECT TO HARDWARE EQUIPMENT OR WITH THE LICENSED FIRMWARE OR SOFTWARE OR FOR THE INSTALLATION THEREOF. IN NO EVENT WILL Seller BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY LOSS, INCLUDING TIME, MONEY, GOODWILL AND CONSEQUENTIAL DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE HARDWARE, FIRMWARE OR SOFTWARE. 971211 la~ 0031886 6 6.8 Notwithstanding the foregoing limitations of paragraph 6.7, in no event shall Seller be liable to Buyer for any indirect, incidental, or consequentlal damages including, without limitation, loss of data or profits, whether claimed by reason of breach of warranty or otherwise, and without regard to the form of action in which such claim is made, except when the loss was directly caused by the act or omission of Seller that resulted in bodily injury or property damage. Nothing contained in this Agreement shall limit any cause of action arising between the parties which is based upon wrongful acts which are independent of this Agreement. SECTION 7. TERM This Agreement shall commence on the date~ of its execution by Buyer. The initial term shall be for a period of two years from the date of its commencement. Unless- either party notifies the other party of its intent not to renew, this Agreement shall be extended for additional one year terms during Buyer’.s use of the firmware and software license, subject only to changes in the cost of the maintenance services (the "LANcare Standard Support Plan" or "Support Plan"), as mutually agreed to by the parties. The delivery and installation of the hardware, firmware, and software shall be completed in accordance with the Provisions of Section 5. SECTION 8.TERMINATION 8.1 This Agreement may be terminated by either party upon thirty (30) days prior written notice if the other party has materially breached the provision~ of this Agreement and has not cured such breach within such notice period. 8.2 This Agreement may also be terminated by Buyer prior to acceptance of the hardware, firmware,and software, in accordance with the provisions of Section 5. 8.3 Upon termination, either party may pursue such remedies at law or in equity as may be available to it. SECTION 9. INDEMNITY Seller agrees to protect, indemnify, defend and hold harmless Buyer, its Council members, officers, employees and agents from any and all demands, claims, or liability for injury or death of any person, or property damage to the extent caused by or arising out of Seller’s, its officers’, agents’, subcontractors’ or employees’ negligent acts or omissions, or willful misconduct in the performance of its obligations under this Agreement. 971211 iac 0031886 SECTION I0. INSURANCE i0.i Seller, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D", insuring not only Seller, but also, with the exception of workers’ compensation, employer’s liability, and professional liability insurance, naming Buyer as an additional insured concerning Seller’s performance under this Agreement. 10.2 Ail insurance coverage required hereunder will be provided through carriers with Best’s Kev Ratinq Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California.- Any and all contractors of Seller retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming Buyer as an additional insured under such policies as required above. 10.3 Certificates of such insurance shall be filed with Buyer concurrently with the execution of this Agreement. The certificates will be subject to the approval of Buyer’s risk manager and will contain an.endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing, with Buyer’s City Clerk thirty (30) days’ prior written notice of such cancellation or alteration, provided comparable insurance has not been obtained from another carrier, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Agreement with the City Clerk. 10.4 The procuring of such required policy or policies of insurance will not be construed to limit Seller’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. 10.5 Seller, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every.employer to be insured against liability forworkers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing the performance of the Services. 8 971211 lac 0031~6 SECTION ii. WORKERS’ COMPENSATION CONTRACTOR, by executing Ehis Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require evgry employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certlfies that it will comply with such provisions, as applicable,before commencing the performance of the Services. SECTION 12. ASSIGhIMENT Seller shall not assign or subcontract the services to be provided by it under this Agreement, and no assignment of this Agreement or subcontracting of the services to be provided under this Agreement or any right or interest therein by Seller shall be effective, without the prior written consent by Buyer of such assignment or subcontract, which consent will not be unreasonably withheld. The performance of the Agreement by Seller is of the essence of the Agreement. In the event of any assignment or subcontract, Seller shall remain primarily liable for all of its obligations under this Agreement. SECTION 13. WAIVER No waiver of any breach of any term or condition of this Agreement shall be construed to waive any subsequent breach of the same or any other term or condition of this Agreement. SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Agreement, Seller covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 14.2 Seller further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. Seller certifies that no person who has or wil! have any financial interest under this Agreement is an officer or employee of Buyer; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government~ Code of the State of California. SECTION,15. NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of any person under this Agreement because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender 971211 la~ 0031886 of that person. If the value of this Agreement is, or may be, five thousand dollars ($5,000) or more, Seller agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in emp!oyment, including completing the requisite form furnished by Buyer and set forth in Exhibit "E" 15.2 Seller agrees that each agreement for services with an independent provider will contain a provision substantially as follows: "[Name of Provider] will provide Seller with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this agreement because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If Seller is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Agreement, it will be in default of this Agreement. Thereupon, Buyer will have the power to cancel or suspend this Agreement, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to acts of discrimination, as damages for breach of agreement, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Agreement. 15.4 If Seller is in default of the nondiscrimination provisions of this Agreement, Seller will be found in material breach of this Agreement. Thereupon, Buyer will have the power to cancel or suspend this Agreement, in whole or in part, or to deduct from the amount payable to Seller the sum of two hundred fifty dollars ($250) for each calendar day during which Seller is not in compliance with this provision as damages for breach of agreement, or both. SECTION 16 .....FORCE MAJEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder, but either party shall be excused from the performance of any of its covenants or agreements hereunder and such party’s nonperformance shall not be a default or grounds for termination of this Agreement for any period to the 971211 lac 0031886 10 exZent that such party is prevented, hindered or delayed for any period not in excess of thirty (30) days from performing any of its covenants or agreements, in whole or in part, as a result of an act of God, war, civil disturbance, court order, labor dispute or other cause beyond that party’s reasonable control, including without limitation, any denial of access to the Buyer’s facilities. The parties hereby agree to use their reasonable efforts to remedy the effect caused by the occurrence of the event giving rise to a party’s nonperformance of its covenants or agreements under this section. The parties agree to provide prompt notice to the other party to the extent that either party is relying on the provisions of this Section for its failure to perform any of its covenants or agreements hereunder. SECTION 17.CONFIDENTIALITY 17.1.The parties acknowledge that in the course of performing the responsibilities under this Agreement, they each may be exposed to or acquire information that is propr&etary to or confidential to the other party or its affiliated companies or their clients. Any and all information of one party in any form obtained by the other party or its employees, agents or representatives in the performance of this Agreement shall be deemed to be confidential and proprietary information of such party. The parties agree to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties or to use such information for any purposes whatsoever, without the express written permission of the other party, other than for the provision of services under this Agreement. The parties agree to advise each of their employees, agents, and representatives of their obligations to keep such information confidential. All such confidential and proprietary information described herein and any deliverable provided hereunder, in whatever form, are hereinafter collectively referred to as "Confidential Information." The parties shall use their reasonable efforts to assist each other in identifying and preventing any unauthorized use or disclosure of any Confidential Information., Without limitation of the foregoing, the parties shall use reasonable efforts to advise each other immediately in the event that either learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and will reasonably cooperate in seeking relief against any such person. 17.2 Notwithstanding the obligations set forth in Section 17.1, the confidentiality obligations of the parties shall not extend to information that: is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than receiving party; was known to the receiving party as of the time of its disclosure; or is independently 971211 l~c 0031~6 ii developed by the receiving party; or is subsequently learned from a third party not under a confidentiality obligation to the providing party; or is required to be disclosed pursuant to court order or government whereupDn the receiving party shall provide notice to the other party prior to such disclosure. SECTION 18. NOTICES All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To Buyer: To Seller: SECTION 19 Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Cabletron Systems Sales andServices, Inc. 35 Industrial Way Rochester, NH 03866 Attn: Legal Contracts MISCELLANEOUS PROVISIONS 19.1 Seller represents and warrants that it has knowledge of the requirements of the Amergcans with Disabilities Act of 1990, and the Goverrm~ent Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. Seller will comply with or ensure by its advice that compliance with such provisions will be effected in the performance of this Agreement. 19.2 This Agreement will be governed by the laws of the State of California, excluding its conflicts Of law. 19.3 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 19.4 The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 19.5 If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force, and effect. 12 9712111~0031886 A~ml.nl~t:at.~vo a~zvic~ I.D. No. 02-D4~8354 Attachments : EXHIBIT "A": EXHIBIT "B": EXHIBIT "C" : EXHIBIT "D" : EXHIBIT "E" : Excerpts from Seller’s Proposal dated November 14, 1997: Cover sheet; pages 1-26; and Bill of Materials (pages 1-3), dated November ii, 1997. "Schedule of Events", Pages 9 and i0 of Buyer’s Request for Proposal. Year 2000 Warranty Insurance Requirements Nondiscrimination Compliance Form 971211 lac 0031886 14 CERTIFICATE OF ACEIqOWLEDGMENT (Civil Code ~ 1189) STATE OF COUNTY OF SS. On ,1997, before me, , a Notary Public in and for said.County and State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 971211 |ac 0031886 15 EXHIBIT A Alto Response to the Request ~For Proposal for the Installation of LAN Network Components Prepared for: ¯ C{ty of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Attention: Rob Pound Dated: November 14, 1997 Cabletron Project Number: 122096A7.TMW Pr~ared b~: ~izabeeli Kenda~- ~ojece Coordinator For Sales Inquiries, contact: Ken Bell- cabletron Systems Gary Balentine - cabletron Systems CaBLeTROr’I~YSTems,.. The Complete Networking Solution INTRODUCTION Cabletron Systems Sales and Service, Inc. proposes to provide the design, development, materials, and installation services for completing City of Palo Alto’s Local Area Network (LAN) located at 250 Hamilton Avenue, Palo Alto, CA 94301. The types of services we will perform include: Implementation of the specified network design Coordination of the Installation Project Management of the Installation Project Installation of the Physical Cable Plant Configuration and installation of the proposed components Testing and certification of newly installed hardware Preparation and delivery of installation documentation Verification and operation testing of the network We have worked with the City of Palo Alto Project Representative, RolSert Poua~d, to review your current requirements and potential for expansion. This proposal was generated in response to the details we researched, discussed, and defined. We have outlined the areas we see as our portion of your network implementation requirements, and we request that you review these details closely to ensure that we meet your delivery expectations. The services outlined above will be defined in detail within the body of this proposal package. We believe that Cabletron Systems’ project development and management installation experience will produce a comprehensive solution to your networking needs. Network specifications allow generous growth potential and a variety of user configurations to meet indMdual needs and specific hardware requirements. To prevent any performance degradation or system downtime, please contact Cabletron Systems prior to adding branches or extending your Local Area Network. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 1 ACCEPTANCE CRITERIA This proposal is valid for 180 days from the date printed on the attached quotation document. Acceptance of the proposed network design is indicated when City of Palo Alto’s authorized representative signs and returns a Purchase Order or the Proposal Acceptance ,form provided with this proposal. Cabletron will schedule the installation of the proposed network upon receipt of a purchase order. The agreement becomes binding when executed by a duly authorized City of Palo Alto Representative. Cabletron Systems cannot secure material shipment or installation ’scheduling without Purchase Order Authorization. Installation projects are subject to availability and require a minimum of three weeks notification for proper scheduling. If you have questions concerning any aspect of this proposal, please contact Beth Kendal!, whose ad~tress and phone number appear in the cover letter of this proposal. Following your acceptance, please contact Beth, who will coordinate the installation process. Beth will be your main contact point for the installation of the proposed solution. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 2 FACILITY OVERVIEW The City of Palo Alto is located at 250 Hamilton Avenue in Palo Alto, California 94301. The building has nine floors (M,1,2,,3,4,5,6,7,8). All of the floors will connect to the 2°J floor computer Room (MDF) via fiber. A site survey was performed on 12/2/96 by Joe Owens to determine the scope of this project. All closets are located in the staircase with sliding doors. The closets are approximately one foot deep by seven feet long and approximately seven feet high. The hardware will have to be placed in the computer room about 20-30 feet away. There is a fire block between the floors. The customer has agreed to make a through way between the floors for the fiber run. The building was built between 1969 and 1970. It has been determined that there is no possible chance of asbestos contamination, radiation contamination, chemical contamination, nor high voltage.’ Cabletron has quoted installation taking place during normal working hours, 8 a.m. to 5 p.m., Monday through Friday. It is also expected that the install area be free and clear of any obstructions or safety hazards and fully accessible to Cabletron’s installation personal. Cabletron Systems further understands that this installation does not require union labor and is not effected by any prevailing wage law. Cabletron Systems will suppy and install a multi-switch Ethernet solution consisting of the MMAC-Plus 6 and the SmartSwitch 2200. The closet on Floor two will serve as the main data center utilizing the MMAC-Plus 6. The IDF’s will utilize the SmartSwitch 2200% Each closet will collapse back to the data center via 100BaseFX. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 3 LOGICAL DESIGN Cabletron proposes a solution based on IEEE 802.3 standard compliant switched Ethernet and Fast Ethernet to cormect the existing network resources. The proposed configuration features one modular switch centrally located in the MDF rad!ating out to 8 locations in a logical star topology. This solution allows f~)r bandwidth intensive connectivity via switched 100TX/FX Ethernet dedicated switched and shared 10BaseT Ethemet for client workstation connectivity. High speed connectivity will be provided via existing multimode fiber optic and unshielded twisted pair cabling. COMPONENT LAYOUT FLOOR A, .FLOOR 6, FLOOR 7 Cabletron has proposed two SmartSwitch 2200r for each floor. Each SmartSwitch will be configured with a FE-100TX Fast Ethernet PIM with UTP and a FE-100FX Fast Ethernet PIM with fiber. The FE-100FX is is configured to connect back to the 9H421-12 modular of the MMAC-Plus 6 in the Data Center on the second floor. FLOOR 1 Cabletron has positioned four SmartSwitch 2200 Desktop Switches for the 1" Floor of the City Hall. Each switch is configured with a single FE100TX uplink and a single FEIOO-FX 100BaseFX uplink for connection back to the 9H421-12 modular in the Data Center. FLOOR 2 The MMAC-Plus 6 is positioned in the center of the network to provide the Switched Ethernet and Fast Ethernet links to the existing users and file servers in the building. Cabletron has designed the MMAC Plus 6 to be configured with three Fast Ethemet SmartSwitch modules (two 9H421-12 Fast Ethemet Switch Module with MMF, and one 9H422-12 Fast Ethemet Switch Modules with eleven RJ45 connections and one FEPIM) to provide 100 Mbps links to local devices to high bandwidth users. The 9H421-12 is Document Prepared For: City of Palo Alto Cabletron Project Number: 122096AT.TMW Page 4 NETWORK DESIGN (CO VT’D) configured to provide 100BaseFX connections to SmartSwitch 2200’s to the IDF’s on each floor providing 200Mbps ful! duplex. Also utilizing the MMAC-Plus are two 9E423-36 Ethernet SmartSwitch Module with 36 port via three telcos for the MMAC Plus INB. MEZZANINE The Mezzanine will have three SmartSwitch 2200’s on the second floor. Each hub will be configured with one FE100-FX 100BaseFX uplink collapsing back to the 9H421-12 module in the MMAC Plus 6 of Data Center. Also configured with each hub is a FE100-TX uplink. FLOOR 3, FLOOR 4, FLOOR 5 Each floor will also utilize three SmartSwitch 2200;s. The hubs will each be configured with one FE100- FX uplink collapsing back to the 9H421-12 and one FE-100TX connection. CABLE CONNECTIVITY Cabletron Systems is providing a quotation for the installation of LAN hardware and components for the cable plant necessary for the installation of Cabletron hardware. All quoted cabling required for the proper functionality of this network design will be installed and tested by the Cabletron Systems’ installation team and will be EIA/TIA certified. Should Cabletron’s installation team experience any delays due to the cabling plant, Cabletron reserves the right to modify the installation quotation to reflect these changes. It is determined that City of Palo Alto is providing all additional boards, shelves, racks, . mounting hardware, or cabling not noted on the Bill of M~terials, and these items will be built, as well as installed, prior to the start of the installation. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 5 NETWORK DESIGN (CONT’D) NETWORK MANAGEMENT The network manager at City of Palo Alto will have the advantage of network management intrinsic to the LANVIEWTM feature of Cabletron Systems’ Ethemet and Fast Ethernet components. Additional network management services are available via the.console port, or the MMAC hub may be accessed via Cabletron Systems’ SPECTRUM Element ManagerTM network management software. SPECTRUM Element Manager for Windows Cabletron’s SPECTRUM Element Manager (SPEL) is a powerful, yet easy to use network management software application which allows the Network Manager to manage the network devices using concise lists and multi-layer network maps with high-quality graphical notations. With the implementation of SPEL, network administrators can control the presentation of device information, receive immediate problem notification, and construct cusElizabethized sfatistical data sources and reports. With the discovery utility in SPECTRUM Element Manager, Network Managers can quickly examine network segments and capture active device information. Full manual editing of the device list is also possible; for instance, elements on the device list can be dragged and dropped as icons onto graphical maps. The management maps are extremely flexible and can be used to illustrate the physical, logical, or administrative relationships between the network devices. Clicking on the device icons displays SPECTRUM Element Manager’s Chassis Manager window. With the discrete device management operations of Chassis Manager, network administrators can manage the equipment of both Cabletron and other vendors. The Chassis Manager window displays current device configurations and allows easy access to functions such as port enabling/disabling, statistical data, performance feedback, interface summaries, security options, and other device management utilities. Full-featured RMON, MIB Tools, TFTP downloading, and BootP tools provide extraordinary capability for all devices within the element platform. Superior Distributed LAN Management. (DLM) and advanced Alarm and Event Log capabilities make Cabletron’s SPECTRUM Element Manager the most complete element management solution on the market today. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 6 STATEMENT OF WORK This document was developed from the information provided in August 1997, by V.J. Dixit, the Representative for The City of Palo Alto. There are 7 locations requiring the installation of Cabletron Systems’ components and accessories to support appro, ximately 500 Local Area Network (LAN) connections. This proposal is for a LAN utilizing existing Multimode Fiber Optic and Unshielded Twisted Pair cabling and accessories for the proposed network design. City of Palo Alto will coordinate all internal scheduling with the appropriate agencies (facility managers, associated contractors, office workers, security and safety managers, and affected work communities) to meet the installation start and completion dates. City of Palo Alto will have a knowledgeable person available to resolve immediate-need issues and to coordinate activity within the cusElizabether’s area. PRE-INSTALLATION CRITERIA City of Palo Alto is knowledgeable "of the cabling standards and requirements for Cabletron Systems’ hardware components and 10BaseT Ethernet and 100BaseT Ethernet over twisted pair and fiber optic applications and has pre-certified all existing twisted pair cables as suitable and operational prior to component installation. This certification includes verification of overall line loss, individual cable segment length, number of twisted pairs and fiber optic available for use ’at each location, and the distribution path for all runs. All station and feeder cables are identified and terminated with the appropriate connectors or jacks at each service location. The wiring scheme should be easily read and interpreted. City of Palo Alto shall provide Cabletron Systems personnel with access to telephones, copying facilities, facsimile devices, and a work area appropriate for completing project documentation materials during the time period said personnel are required onsite. Finally, 120v electrical power must be provided at each newly installed hub location. Document Prepared For: City of Palo AIt~ Cabletron Project Number: 122096A7.TMW Page 7 STATEMENT OF WORK (CONT’D) INSTALLATION SERVICES Cabletron Systems will furnish materials limited specifically to those items noted on the quoted Bill of Materials, as welt as the labor, equipment, and service costs associated with the installation of these same materials. The provision of any incidental items, accessories, or devices not noted specifically in the Bill of M~terials, and which may be necessary for completing or properly operating the systems addressed in this scope of work, is not implied nor should be inferred. These services include the supply and installation of all materials, hardware, software, and cabling, as specified in the Bills of Materials. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 8 STATEMENT OF WORK (CONT’D) TESTING & VERIFICATION Cabletron Systems will complete post-installation test(s) to verify the physical layer integrity and network compliance with applicable standards. The test(s) will include: Active physical layer components fully tested by dynamic node-emulation, simulating an IEEE 802.3 data communications environment. Communications simulators and analyzers will be used to test all component ports throughout the logical network for packet passing integrity. Static measurements taken of the fiber optic strands and cable segments using an Optical Time Domain Reflecter (OTDR) or a Fiber Optic Fault Locator. These measurements establish base line references of inherent manufacturing characteristics, attenuation and signal loss, and physical length. End-to-end power loss measured across terminated fiber optic cable segments using a Power Source and Power Meter Fiber Optic Test set. Continuity checks on traditional solid or stranded core cabling using a standard pair scanner such as a Scope Communications Wirescope 100, 155 or its equivalent to test cable termination and verify cable compliance with the applicable specifications and standards. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 9 STATEMENT OF WORK (CONT’D) POST INSTALLATION City of Palo Alto will assign a Project Representative who can authorize changes or additions to the original scope of work and provide the site completion and project acceptance sign-off. This person must be available at the time of project conclusion to perform the final walk-through with the Project Manager for a visual inspection of workmanship and project details. DELIVERABLES In addition to the installed physical layer network, Cabletron Systems will deliver a documentation package at no charge with installation services. This package will generally follow four to six weeks after completion of the installation; this documentation package is not avail’able if Cabletron does not perform the installation. The documentation includes: System certification which verifies that the network conforms to the applicable industry standard(s), and that the performance of the physical layer was fully exercised, tested, and operational at the time of acceptance, subsequent to completion of the installation phase. ¯A listing of the as-built cabling and local area networking/wide area networking components installed. A record of the dynamic test results, with both real time photographs and data communication simulation, showing the Time Domain Reflector (TDR) measurements of the individual cable segments. Formalized as-built drawings, provided that current architectural or AutoCad drawings on paper or magnetic media were supplied prior to the start of installation. These drawings will illustrate the physical cable plant, as well as component and node locations. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page l 0 STATEMENT OF WORK (CONT’D) A topology diagram depicting the network configuration, for City of Palo Alto’s reference, when additions, changes, or modifications are made to the original design by Cabletron personnel. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 11 SPECIAL TERMS OF PARTICIPATION ¯It is understood and agreed that Cabletron Systems will be retained as an independent contractor and that neither Cabletron Systems nor any Cabletron Systems subcontractor is an agent or employee of City of Palo Alto, or is authorized to act on behalf of City of Palo Alto. CABLETRON SYSTEMS OR OUR AUTHORIZED SUBCONTRACTOR WILL: ¯Coordinate installation services in the best effort to satisfy cusElizabether requirements, while determining availability of materials, work force, and facility access. Provide an experienced Project Manager to supervise and manage the installation efforts of project team members, and be allowed to establish work schedules and set priorities and milestones. Perform all work in one consecutive work phase/multiple consecutive work phases and accomplish work during normal first shift hours (8 a.m. to 5 p.m.) Monday through Friday. It will be necessary for Cabletron Systems to have timely access to all areas affected by installation. Move and restore ceiling tiles, hatch doors, tray covers and similar items during the installation. Remove all debris from the installation activity to a receptacle provided by City of Palo Alto. ¯Make every effort to "conceal" cables and components unless building structural restrictions do not allow reasonable access. Dress cables to ensure aesthetic installation of exposed cabling and secure suspended cable runs. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 12 SPECIAL TERMS OF PARTICIPATION (CONT’D) EXCLUSIONS & QUALIFICATIONS City of Palo Alto is responsible for all issues concerning the integration, operation, and performance of the computing systems and the associated devices. A materials inventory will be undertaken by the Cabletron Systems Project Manager in conjunction with City of Palo Alto’s Project Representative. The inventory will be performed when the Project Manager " arrives at the installation site, and the inventory list will be signed by the City of Palo Alto Project Representative. If the shipping cartons are opened by anyone other than a Cabletron Systems Project Manager, any materials required to replace shortages noted on the shipping documents will be invoiced to City of Palo Alto. Unless otherwise indicated within the bid documents, it will remain the owner’s responsibility to secure and obtain all permits and licenses deemed necessary by the authority having jurisdiction to complete this installation. In no event shall Cabletron or it~ affiliates be liable to purchaser for any indirect, incidental, or consequential damages including without limitation, loss of data, or profits, whether claimed by reason of breach of warranty or otherwise, and Without regard to the form of action in which such claim is made. CABLETRON TAKES EXCEPTION TO ANY PROVISION CALLING FOR ANY WARRANTY, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 13 SPECIAL TERMS OF PARTICIPATION (CONT’D) CANCELLATION AND RESTOCKING TERMS In the event City of Palo Alto is responsible for any of the following conditions, City of Palo Alto agrees to pay Cabletron Systems the ensuing rescheduling/restocking charges: cancellation of all or any part of the accepted proposal, failure to meet any material obligation, including, but not limited to, failure or refusal to make timely payments thus causing Cabletron Systems to cancel or reschedute this work or any portion of this work, request for a change in the materials listed in the Bill of Materials after issuance of purchase order or notice to proceed, and the request is accepted by Cabletron Systems, or request for a configuration change resulting in the rescheduling of the installation or change in the materials listed in the Bill of Materials after issuance of purchase.order or notice to proceed, and the configuration change is accepted by Cabletron Systems. Cancellation or Reschedule Notice is Received 6 - 15 days prior to scheduled installation date ,0" 5 days prior to scheduled installation date Can cellation/Reschedule Charge is a percentage of Product List Price 15% or $400 (whichever is greater) 25% or $500 (whichever is greater) Understanding that Cabletron Systems’ damages resulting from any cancellation or rescheduling of any accepted proposal will be difficult to estimate, Cabletron Systems and, City of Palo Alto agree that the foregoing charges will be reasonable and intended as liquidated damages and not as a penalty. GENERAL PROVISIONS The material and service pricing offered within this proposal is specific to this project and will not necessarily be extended toward other projects or purchases. Document Prepared For: City of Palo Alto Cabletron Project Number: 122.096A7.TMW Page 14 SPECIAL TERMS OF PARTICIPATION (CONT’D) Changes, additions, delays, or cancellations affecting the original specifications will be borne by City of Palo Alto on standard time, materials, and added expense basis; adjustments will also be made based on phased installation plans versus a single mobilization. Testing, troubleshooting, repairs, or corrections to existing network cable or components is outside the scope of this proposal. All installation materials will be shipped F.O.B. Rochester, NH. Applicable taxes will be added at the final invoicing. Payment terms 1.0%/10 NET 30 days upon invoice. SERVICE LIMITATIONS ¯Major moving or placement of furniture or equipment must be contracted separately. ¯Major construction, electrical work, or renovations must be contracted separately. ¯Structural coring (i.e., fire walls, concrete floors, or cinder block walls) must be contracted separately. ¯Evaluation of schedule, performance, or behavior of personnel will be contracted separately by City of Palo Alto. Work involving asbestos, other toxic or health-risk chemicals, any personal hazards, or safety issues that have not been identified and would affect this project proposal is excluded. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 15 SPECIAL TERMS OF PARTICIPATION (CONT’D) CABLETRON REQUESTS CONSIDERATION AND CONFIRMATION ON THE FOLLOWING PROVISIONS: ¯City of Palo Alto has determined that fire-rated cable is not required within the confines of the facility and accepts the liability for any violations of governing codes. ¯All required electrical outlets will be in place prior to installation. The outlets must. be within six feet of active component locations. City of Palo Alto is providing all additional boards, shelves, racks, or mounting hardware, as well as jumper/patch cables not noted on the Bill of Materials. These items will be built and installed prior to the start of installation. ¯City of Palo Alto is providing a secure storage place for all installation materials, tools, and test equipment and accepts complete liability for loss, theft, or damage. City of Palo Alto is providing all required or desired aesthetic-type cable and channeling, i.e., communication poles, conduit, electrical boxes, raceway, laddertray, or wiremold. These items are to be in place prior to Cabletron Systems’ involvement. ¯City of Palo Alto will rent or will obtain any lift equipment or medium/heavy duty coring tools required. ¯City of Palo Alto has determined that union or licensed labor is not required for this project. ¯City of Palo Alto has determined that prevailing wage regulations do not apply to the labor force wor "king on this project. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 16 HARDWARE SOFTWARE STANDARD WARRAN STANDARD WARRANTY ¯All Cabletron Systems products include a standard warranty of 90 days or one year. This standard warranty provides the customer with the followi_ng support: ¯Cabletron Systems will render complete telephone support ¯Cabletron Systems will repair and replace the defective product and carry out the unexpired term of the warranty applicable to the defective product ¯Cabletron Systems will cover ground freight back to the customer, or the item can be shipped via customer’s method (at the difference charged to the customer). ¯Cabletron Systems will provide the above at no charge to the customer CABLETRON SYSTEMS PRODUCT WARRANTY SCHEDULE Products listed below have a one.year Standard Warranty: MT800 TMS-3 MR--xxxx series R’~pe~ters FR-xxxx series Repeaters FOT series XCVRs TPFOT series XCVRs STS00 series XCVRs All Media Converters LR2000 TPT series XCVRs TRFOT series XCVRs All Cabletron DNI CARDS * Prodncts listed below have a 90-day Standard Warranty:I All network Bridses (NB20E, NB25E, NB30, NB35, etc.) All MMAC modules and enclosures All MRX and MRXI modules and enclosures All software, cables and accessories PCMIM I MODMIM [ 3174-MLM Windata Freelink Airport Products APC UPS Devices Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 17 I-]ARDWARE SOFTWARE STANDARD WARRANT ’,(CONT’D) WARRANTY & SERVICE -INSTALLATION Installation workmanship and network functionality is warranted parts and labor free of charge, under standard 90 Day Installation warranty, from date of completion. Materials supplied by customer are not warranted by Cabletron Systems. Non-standard materials or components purchased expressly for the installation are covered by the manufacturer’s warranty only. The terms of this warranty are voided if the installed components or cabling have been reconfigured, relocated, or modified. As a condition of this warranty, customers must: 1)obtain Cabletron Systems Technical Assistance to aid in fault isolation, 2)provide a written description of claimed defect or problem, and 3)provide a written request for on-site assistance. If Cabletron Systems determines that the product(s) is not defective, the physical network operates within the required specifications, or teat repair is outside the terms of this warranty, the customer shall pay all labor charges and labor-related expenses associated with the dispatch of technical staff. (For customers covered under Cabletron Systems’ 90 Day Installation warranty, on-site Technical Assistance labor is charged at $75.00 per hour plus expenses with a 2-hour minimum charge.) If a customer is no._~t covered under Cabletron Systems’ 90 Day Installation warranty, Technical Assistance will be dispatched at an hourly rate of $150.00 plus expenses with a 4-hour minimum charge. Contracts are available for extended product warranty and custom-made service commitments. For more information, please contact your Sales Representative or Cabletron’s Support Services Department at (603) 332-9400. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 18 LANCARE SUPPORT PLAN CUSELIZABETHIZED SERVICE AND SUPPORT PLANS As Cabletron Systems continues to lead the industry in the development and sale of LAN/WAN hardware components, as well as the unprecedented growth of SPECTRUM Enterprise Network Management Solutions, networks will continue to consume even more of our daily business processes. Now, the loss of a network function can be magnified across the entire range of the corporate intranet, affecting all levels bf employees in all corporate divisions. A GLOBAL SERVICE APPROACH Cabletron has defined our service mission with a simple statement: To exceed our cusElizabethers’ expectations and requirements for consistent, worldwide service and support, delivered locally with a global perspective. This is Cabletron’s philosophy on how to support’City of Palo Alto’s unique business needs in some of the most trying of circumstances. By never losing sight of our local service obligations, while at the same time keeping an eye on the global picture, Cabletron offers the same consistent level of service and support to our clients wiih multiple locations in the most far reaching of countries as we do to our clients who may have a single hub environment, but who maintain global aspirations. At Cabletron, we choose to focus on what the cusElizabether views as support requirements and we strive to adapt to your needs. Cabletron was the first in the industry to focus on developing not just a complete service and support program, but also a complete range of service and support offerings. And today Cabletron still leads the industry in both pre- and post-sales service innovation. Cabletron has successfully avoided the "one size fits all" trap that others have succumbed to. The foundation of Cabletron Support Services is our LANCare suite of programs, which are described in the following pages. LANCA RE SER VICES Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 19 LANCARE SUPPORT PLAN 7 x 24 Toll-Free Technical Phone Support As a LANCare service cusElizabether, you’ll have access to the largest service and support infrastructure in the networking industry, seven days a week, 24 hours a day, via our toll-free technical support hotline-- with a single phone call City of Palo Alto can tap the resources of the premier direct service organization in the networking industry. At Cabletron’s Technical Support Center located in Rochester, New Hampshire, more than 250 dedicated Cabletron technicians are waiting to answer your calls and to provide the highest level of networking knowledge available. In addition, Cabletron has Technical Support Centers located in Newbury, United Kingdom; Sydney, Australia; and Singapore which are able to provide the same service level available in the United States. Additional support operations are located in Paris, France; Munici~ and Frankfurt, Germany; Madrid, Spain; Amsterdam, Holland; and Stockholm, Sweden. To assure minimal wait time, the information from each call is logged into Cabletron’s call tracking database. With this asset at their fingertips, the technicians can easily recall any information provided from previous calls to gain ready access to any information on similar issues. What this means for City of Palo Alto is less time covering "old. news" when your network performance may have dropped below acceptable levels. Cabletron’s technicians are available to answer any questions City of Palo Alto may have about troubleshooting, configurations, pre- and post-sale installation, as well as issuing Return Materials Authorization (RMA) numbers to get product repair or replacement. Over 98% of all incoming calls reach resolution on the first call, resulting in less downtime for your network and an easier work environment for City of Palo Afro’s employees. Advance Replacement After consultation with our technical phone support specialists, if it is determined that a product must be replaced, that replacement product will be shipped to City of Palo Alto°s location on a best efforts basis. If the trouble notification is made to Cabletron before 4 p.m. Eastern Standard Time, shipment will be made that same day; if notification is made after 4 p.m., shipment will be made the next business day. Firmware Upgrades Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 20 LANCARE SUPPORT PLAN In order to ensure the highest level of operability, LANCare clients will receive firmware upgrades and bug fixes on a priority basis. Service cusElizabethers should consult with Cabletron Technical Support Specialists to determine the impact of implementing new firmware releases. This will ensure minimal downtime and continued interoperability of your intranet operation. Cabletron specialists are also available to assist with the installation of any new releases. Rather than ship releases auElizabethatically, Cabletron prefers to consult with clients first to determine the scope or impact of an upgrade on their environment. With the purchase of a LANCare service agreement, City of Palo Alto will also have the ability to download current firmware images and release notes from the Cabletron Web Page (www.ctron.com). This highly user-friendly media not only provides the latest technical information, but also will notify you via email when a new firmware image is available for a product covered.on your service agreement. By adopting this p~’oactive approach for dealing with firmware releases, Cabletron can help City of Palo Alto manage time by providing opportunities to better plan for scheduled network downtime for new firmware releases. Escalation Procedure LANCare cusElizabethers who require more in-depth support will be able to request escalation along a path that can deliver the highest level of technical assistance possible. If resolution via phone support has not been reached in a reasonable period of time, Cabletron will introduce a TechnicalSupport Supervisor to the technical support team. This will provide immediate access to a higher level of "front line" technical knowledge to apply to the solution. If necessary, a field engineer may be dispatched to your location for additional troubleshooting. This action team can escalate the problem to the Manager of Technical Support of Cabletron’s corporate headquarters. His/her assistance shall be brought in not only to help determine both the best course of resolution, but also the best implementation of a "work around" or interim solution. By housing Cabletron’s engineering and manufacturing operations on the same campus as our technical resources, ready access to the next level of escalation is available if required. If the Technical Support Division has not reached a resolution, the issue is upgraded to the attention of the Product Support Department. This office of engineering personnel is focused on the technical engineering behind the network operation of the product. Document Prepared For: City of Palo Alt~ Cabletron Project Number: 122096A7.TMW Page 21 LANCARE SUPPORT PLAN Cabletron engineers may utilize such resources as the Design Acceptance Labs to develop a resolution. Here, Product Support will actually recreate your network environment to get a first hand look at operations and potential trouble spots. This is one of the most powerfu! tools brought to bear against" network downtime, resulting in a more rapid resolution of issues for City of Palo Alto than the more conventional modes of troubleshooting. By providing City of Palo Alto an escalation path as part of a LANCare service program, Cabletron is extendkng the mosf valuable commodity available for solving network problems--knowledge. And this knowledge is provi.ded first hand from the source of the product design, manufacture and sale, not through a series of suppositions and summations by an unknown middleman who is focused more on padding the botElizabeth line than solving the problem. This commitment to provide all necessary resources further demonstrates Cabletron’s willingness to take responsibility for City of Palo Alto’s network. On-Site Engineering Cabletron realizes that companies differ not only in the criticality of their network environment, but also in their level of technical expertise. As such, we can offer a wide variety of response times to get an engineer into your location when needed. The difference in these response times is determined by the selection of a LANCare Standard or LANCare Plus Support Plan. LANCare Standard LANCare Plus LANCare Plus Per Call Basis Best Efforts Monday-F ri~day 8am-5pm, EST 2 Hour, 4 Hour, 8 Hour Monday-Sunday 24 Hours 2 Hour, 4 Hour, 8 Hour By affording City of Palo Alto the ability to select the most appropriate response time for on-site engineering response, Cabletron will compliment City of Palo Alto’s in-house technical expertise within the response window necessary to maximize network efficiency and operating time. Whether direct or through one of our selected partners under Cabletron’s Synergy Partners Plus, the service you receive Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 22 LANCARE SUPPORT PLAN directly to )’our location will be the same, high quality continually recognize from Cabletron Systems. CABLETRON SYNERGY PARTNERS PROGRAM level of service the industry has come to For your more tactical requirements, which fal! more along the needs of maintenance driven as opposed to support intensive, Cabletron has organized a network of third-party maintenance providers to deliver a "respond and repair" service to support the on-site needs of our Cabletron LANCare programs. This is done through our Synergy Partners Program, a valuable and necessary supplement to Cabletron’s direct service and support capability on a global scale. Cabletron is developing long-term partnerships with one question.in mind: How does this translate into better service for our clients? This is the underlying issue with each corporate partnership Cabletron undertakes. Under the Synergy Partners Program, Cabletron’s firs.t step is to assure a high level of service deliverables for Cabletron clients, and we accomplish this by directly "incentivizing" and "rewarding" Synergy partners based on their performance. By directly tying their revenue stream to the development and implementation of quality service offerings, we provide the impetus to offer a seamless program of the same quality level as Cabletron’s direct service offerings. To assure that we maximize the resources and talent of our Synergy partners, Cabletron has developed a method of classifying our partners into select categories. The grouping depends on the level of service and support that we will require them to provide. This guarantees that no partner we have contracted with will be utilized in a capacity that they are not able to handle. As such, if it becomes necessary to service one of your locations with one of our Synergy partners, City of Palo Alto will be guaranteed that the service you receive will be of the highest and most appropriate level for your unique needs and locations. Ultimately, this program is fully backed by the strength, training, and security of Cabletron Systems. One of Cabletron’s greatest strengths has been our direct service and support program, which offers unequaled direct capabilities not offered by our competitors. However, with the growing complexity of global networks from our multi-national clients, CabJetron again rises to the challenge to continue a seamless service and support program designed to meet the more complex needs for City of Palo Alto’s network environment. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 23 LANCARE SUPPORT PLAN CUSELIZABETHIZED SER\qCE & SUPPORT PROGRAMS At Cabletron, we realize that City of Palo Alto may have unique service and support requirements, and standard °’boiterplafe" service offerings do not always adequately address your more critical needs. Our service and support team is committed to working with City of Palo Alto to plan, develop, and implement a service strategy that will allow your business network to evolve into the next century and beyond. By utilizing our LANCare programs as your support foundation, we can build additional service capabilities into the overall service picture, much like you build functionality into the physical network by adding additional hardware components. By bundling things such as Cabtetron Parts Express, On-site Spare~, and Dedicated Telephone Support, Cabletron will continue to build upon the LANCare foundation to fill the any service gaps to further ease your peace of miqd while further limiting the impact of down time. Not only will Cabletron build on LANCare, but we can tailor LANCare to fit City of Palo Alto’s desired service objective. By incorporating more specific on-site response times, modifying phone support hours, and creating a per hub coverage plan, Cabletron works with you to achieve a support program that fits City of Palo Alto’s existing network, and provides a consistent global structure for your network protection. Cabletron has always avoided the "one size fits all" approach to service and support that some other vendors still use. Instead, we have developed a service architecture that mirrors our hardware architecture--make the service product scaleable, flexible, and transferable to your current and future network needs. By offering a solid service foundation while always remembering that some clients have different support needs, Cabletron can react specifically to any unique requirements City of Palo Alto may have, thus allowing us to continue to be the total service and support solution into the next century and beyond. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 24 LANCARE SUPPORT PLAN Optional Program Features: ¯Technical Account Coordinator. ¯Dedicated Telephone Support Technician. ¯CusElizabethized Plans. ¯Disaster Recovery. ¯On-site Spares. ¯On-site Resident Engineer. ¯Multiple Hub Support Plan: For cusElizabethers with a large number of hubs within a site or campus; provides LANCare Standard or Plus support at a per hub cost regardless of configurations (cusElizabeth quote). Cabletr0n reserves the right to modify and/or discontinue any of its maintenance program offerings, including pricing schedules, without notice. For more information on our service program, please contact Cabletron’s Service Contracts Department at (603) 332-9400 Ext. 72280. Maintenance proposals are valid for thirty (30) days from the original date of proposal, unless otherwise stated in the proposal. Document Prepared For: City of Palo Alto Cabletron Project Number: 122096A7.TMW Page 25 U o.~ o’ ~ o~ CaBLeTROn YsTems Outside Account Manage~ Ken Bell Inside Sales Representative: Ga~’ Balentme Quote prepared by: Ehzabeth Kendall November 11, 1997 122097A7.TMW Prepared for. City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Contact: VJ Dixit Phone: (415) 329-2118" Fax: (415) 617-3109 NETWORKING SERVICES p O. Box 5005 ¯ Rochester, NH 03866-5005 InstaJlation Site: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Contact: VJ Dixit Phone: (415) 329-2118 Optional LANCare Standard Support Plan is Quoted ’/.~!td &r 6 months Qtv t, nit Part Number F.O B. Rochester, NH 03866 BILL OF MATERIALS Description 1 0% I0 Net 30 Davs Unit Price Total Price Floor A 2 Ea 2E42-27r 2 Ea FE-100TX 2 Ea FE-10OFX SmartSwitch 2209 with second power supply, 24 switched 10BaseT ports via RJ45s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separately. LANC.are Standard Support Plan for each 2E42-27r Fast Elhemet Interface for 10OBase’rX LANC.are Standard Support Plan for each FE-looTX Fast Elhemet Interface for lOOBaseFX LANCare Standard Support Plan for each FEq00FX $3,837.OO $7,674.00 $434.86 $869.72 $255.OO $510.00 $28.90 $57.80 $435.00 $870.00 $49.30 $98.60 Floor One 4 4 Ea 2E42-27r Ea FE-10OTX Ea FE- 1001:’X SmariSwitch 2200 with second power supply, 24 switched 10BaseT ports via RJ45s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separ~telv. LANC~re Standard Support Plan for each 2E42o27r Fast Ethemet Interface for looBaseTX LANCare Standard Support Plan for each FE-I00TX Fast Elhemet Interface for lOOBaseF’X LANC.are Standard Support Plan for each FE-IOOFX $3,837.00 $15,348.00 $434.86 $I,739.44 $255.00 $1,020.00 $28.90 $115.60 $435.00 $1,740.00 $49.30 $197.20 Floor Two 1 Ea 9C10~ 2 Ea 9C20~01 ~"~a 9C306 1 Ea EPIM-T 2 ~ 9H421-12 2 Ea 9E423-36 1 Ea 9H422-12 1 E~ SU22OORMXLNET MMAC-Pius 6 chassis LANCare Standard Support, Plan for each 9C106 MMAC-Plus 6 Power Supply (AC) LANC.are Standard Support Plan for each 9C206-01 MMAC-PIu$ 6 Sy-tem Monilor Module LANC~re Standard Support Plan for each 9C306 Ethernet Port Interface Module w/10BaseT, UTP LANC.are Standard Support Plan for each EPIM-T MMACPlus lOOBaseT SmartSwilch Module {12 SC Fiber Ports) LANC.are Standard Support Plan for each 9H421-12 36 Port SmartSwitch Module {3 RJ-71 Telco Ports) L.~NC, are Standard Support Plan for each 9E423-36 MMACPIus looBaseT SmartSwilch Module (11 RJ45 ports wl 1 1OOBaseT PIM Slot) LANCare Standard Support Plan for each 9H422-12 Uninlerruptible Power Supplies |or Ihe MMAC Plus-6,1400 VA load, 20 rain. runtime S2,SOO.OO $2,.~OO.OO $305.66 $305.66 $1,250.OO $2,500.00 $149.26 $298.52 $700.00 S7OO.OO $81.26 $81.26 $117.00 $117.00 $13.26 $13.26 $13,100.00 $26,200.00 $2,379.66 $4,759.32 $9,~98.OO $19,196.00 $1,631.66 $3,263.32 $10,OOO.OO $10,OOO,OO $1,631.66 $1,631.66 $2,6OO.OO $2,600.OO Page 1 of 3 I rot 6 months F 0 B Rochester. NH 03866 1.0% I0 Net 3~ Days I BILL OF MATERIALS I Iv Umt Part Number Description Unit Price Total Prlce Mezzanine 3 Ea FE-100TX 3 Ea FE-100F’X 3 Ea 2E42-27r SmartSwitch 220O with second power supply, 24 switched 10BaseT ports via 53,837.00 $11,511.00 RJ45s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separately. LANCare Standard Support Plan for each 2E42-27"$434.86 $1,304.58 Fast Ethernet Interface for 100BaseTX $255.00 $765.00 LANCare Standard Suppor~ Plan for each FE-100TX $28.90 $86.70 Fast Ether’net Interface for 100BaseFX 5435.00 $1,305.0~ LANCare Standard Support Plan for each FE-100FX $49.30 $147.90 3 Ea FE-100TX 3 Ea FE-100F’X Floor Three 3 Ea 2E42-27r SmartSwitch 2200 with second power supply, 24 switched 10BaseT ports via 53,837.00 $11,511.00 R145s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separately. LANCare Standard Support Plan for each 2E42-27r $434.86 $1,304.58 Fast Ethernet Interface for 100BaseTX $255.00 $765.00 LANCare Standard Support Plan for each FE-100TX $28.90 $86.70 Fast Ethernet Interface for 100BaseFX $435.00 $1,305.0(} LANCare Standard Support Plan for each FE-100FX $49.30 $147.90 Floor Four 3 Ea FE-10(}TX 3 Ea FE-100PX 3 Ea 2E42-27r SmartSwitch 2200 with second power supply, 24 switched 10BaseT ports via 53,837.00 $11,511.00 RJ45s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIM,q and HSIM separately. LANCare Standard Support Plan for each 2E42-27r $434.86 $1,304.58 Fast Ethernet Interface for 10(3BaseTX $255.00 $765.00 LANCare Standard Support Plan for each FE-100TX $28.90 $86.70 Fast Ethernet Interface for 100BaseF’X $435.00 $1,305.043 LANCare Standard Support Plan for each FE-100FX $49.30 $147.90 3 Ea FE-100TX 3 Ea "FE-100FX Floor Five 3 Ea 2E42-27r SmartSwitch 2200 with second power supply, 24 switched 10BaseT ports via 53,837.00 $11,511.00 R145s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separately. LANC.are Standard Suppor~ Plan for each 2E42-27r $4M.86 $1.304.58 Fast Ethemet Interface for 100Base’l"X $255.00 S765.00 LANC.are Standard Support Plan for each FE-100TX $28.90 $86.70 Fast Ethernet Interface for 100BaseFX $435.00 S1,305.043 LANCare Standard Support Plan for each FE-100FX $49.30 $147.90 Hoor Six 2 Ea FE-100"I’X 2 Ea FE-100F’X 2 Ea 2E42-27r SmartSwitch 2200 with second power supply, 24 switched 10BaseT ports via S3,837.00 S7,674.00 RJ45s, two FEPIM slots, and one HSIM slot/~or uplinks. Purchase PEPIMs and HSIM separately. LANC,.are Standard Support Plan for each 2E42-27r $434.86 $869.72 Fast Ethernet Interface for 100BaseTX $255.00 $510.00 LANC.are Standard St~pport Plan for each FE-100TX $28.90 $57.80 Fast Ethemet Interface for 100BaseFX $435.00 5870.00 LANCare Standard Suppor~ Plan for each FE-100FX $49.30 $98.60 Page 2 of 3 2 Ea 2E42-27r 2 Ea FE-100TX 2 Ea FE-100FX 1 Ea SPEL-MGR-2.00 1 Ea SFVLAN-01NT 1 Ea SFVLAN-02NT 1 DISCOUNT 216 Ea 9360119-20ft 312 Ea 9360181-30ft 96 Ea 9360|81-40ft 350 Ft 7170025 150 Ft 7170053 50~Ft 9990205 18 Ea 8950043 4 Ea 8950019 1 Ea 8950021 84 Ea 6700030 F 0 B Roc~ster. NH 03866 BILL OF MATERIALS Descrlptmn Floor Seven SmartSwitch 2200 with second power supply, 24 switched 10BaseT ports via RJ45s, two FEPIM slots, and one HSIM slot for uplinks. Purchase FEPIMs and HSIM separately. LANCare Standard Support Plan for each 2E42-27r - Fast Ethernet Interface for 100BaseTX LANC.are Standard Support Plan for each FE-100TX Fast Ethernet Interface for 100BaseFX LANCare Standard Support Plan for each FE-I00FX Network Management SPECTRUM Element Manager 2.0 32-bit application for Windows 95 and NT 3.5U4.0. LANCare Standard Support Plan for each SPEL-MGR-2.00 VLAN Manager Server for Microsoft NT (CD ROM) LANCare Standard Support Plan for each SFVLAN-01NT VLAN Manager Server for Microsoft NT (CD R(~M) LANCare Standard Support Plan for each SFVLAN-02NT Line Item Discount Components for Cable Plant 258A/568B (7130040 - PATCH) 20 Foot Jumper 258A/568B (7130040 - PATCH) 30 Foot Jumper 258AJ568B (7130040. PATCH) 40 Foot Jumper Multimode, 6 Channel 62.5/125 Micron (PVC) Multimode, 12 Channel 62.5/125 Micron (PVC) Corrugated lnnerduct, 1" dia., PVC w/pull string 36 Port Patch Panel, 110 Corm 8W Wallmounted F/O Distribution Box 12 STs Rackmount F/O Patch Panel 48 STs 3M Hot Melt ST Connector 125m 1 0% I0 Net 30 Days Umt Price Total Price $3,837.00 $7,674.(X) $434.86 $869.72 $255.00 $510.00 $28.90 $57.80 $435.00 S870.00 $49.30 $98.60 $3,495.00 $3,495.00 $749.25 $749.25 $3,746.25 $3,746.25 $749.25 $749.25 $746.25 $746.25 $149.25 $149.25 ($7,987.50)($7,987.50) $8.78 $1,896.48 $9.13 $2,848.56 $10.49 $1,007.04 $1.94 $679.00 ," $4.66 $699.00 SO.SO S250.00 S292.87 $5,271.66 $228.57 $914.28 $742.86 $742.86 $10.26 $861,84 MATERIALS TOTAL 1 YEAR LANCARE STANDARD SUPPORT PLAN TOTAL INSTALLATION SERVICES BUY BACK CREDIT [TOTAL PRO~ECT COST S178,577.72 $25,288.07 $10,835,00 ($13,000.00) $199,700.79 [ Material or configuration changes requested after notice to proceed subject to up to 25% restocking fee. Page 3 of 3 EXHIBIT B PART II - SCOPE of WORK or SERVICES City of Palo Alto .~r’~TION 3 - PROJECT OBJECTIVE. The ~o occupies 26 square miles of land in the Bay Area. The City has considerable inv~.~..~nt and vital interest in its Information Systems. This investment includes PC’s,’hite4~s, Scanners, Servers, Mainframes, Pri.nters, Internet El~ailand other.marion Systems. What makes all of these system work in a cohesive manner wit~a.~diverse environment is the presence of technology called networking. As technology’~_...~oves, it’s imperative that the City keep up w~vde abettera~efficientsystem for all its users to access the applications. ~ ’~ The he most equi design, testing, installation, documentation and training. " SCHEDULE OF EVENTS. Design. a) The vendor shall provide flowcharts and drawings for the current infrastructure and provide an assessment on its strengths and weaknesses. The vendor shall also furnish a complete set of Bench Marks tests to be used later for comparisons. Design Phase "a" to be Completed in 7 Days b)The vendor shall provide the Project Manager with the drawings and flowcharts with necessary steps to complete the project, This will include a detailed map of how the system will be setup so to alleviate any confusion. Vendor shall also provide the list of equipment. As before the vendor shall furnish Bench Marks tests for the new infrastructure. Design Phase "b" to be Completed in 7 Days Installation, The vendor working with either the Project Manager or Project Coordinator will provide complete installation of new Hardware and Software. This step will take place in the presence of the Project Coordinator. Installation Phase to be Completed in 14 Days CITY OF PALO ALTO: Local Area Network Upgrade (ITS)Page 9 PART II - SCOPE of WORK or SERVICES SECTION 3 - PROJECT OBJECTIVE (cont,I City of Palo Alto 3.Testing, The testing of all Hardware and Software will be done in phases and will be done in accordance with ASD requirements. This will assure that no problems arise later. The vendor will provide the results in a written form. During the testing phase there may be failures to the equipment. The vendor is expected to immediately replace all failures at no cost to the city. The system meets the specifications and performs the functions and operates in accordance with vendors warranties. Testing Phase to be Completed in 7 Days Documentation. a)The vendor shall supply all the necessary Operating and Maintenance Manuals on the appropriate Hardware and Software. b)The vendor shall submit all the layouts and drawings in both paper and electronic forms that are related to this project. Documentation Phase to be Completedin ~ Training. .I~,~ou.rs o~aver" The vendor shall provide/~nsite trainin~t_o the Project Coordinators.The training will provide "complete and detailed information on all installed components utilizing the actual Hardware and Software. ¯" _ ANTICIPATED PROJECT COMPLETION DATE:---r-el~rua~y 1. 1996-- CITY OF PALO ALTO: Local Area Network Upgrade (ITS)Page 10 : 1,":28 :-650 329 26-16:= 3/ 6 EXHIBIT C YEAR 2000 WARRANTY STATEMENT DEFINITIONS: "’Hardware Produc~" means any hardware product, including firmware, ~’hich has been solely developed by Cabletrott for sale by CableU’on. "Network Management Software (NMS)" means SPECTRIJM (includes SpectroSER.VER and SpectroGRAPH and any add-on modules or applications which are solely developed, owrted and sold by Cable,’on), SPECTRUM Element Manager (SPEL), SPECTRUM Portable Management Applications (SPMAs), OASys Q-Adapters, SeeureFast VLAN Manager, and SecuroFast Vinua! Remote Access Manager.(SFVRA) Manager. "Third Parly Products" means hardware, firmware and/or software not solely developed or owned by Cabletron. bert which may be distributed, sold or sub]ieensed to Customers by Cabletron. "Year 2000 Comp|iant"~ For Hardwar~ Products means that the date information used in such product(s) will only show two (2) digits tbr the year (i.e./09 for year 2000) but will process date related information and associated date stamps during and after the year 2000 and for leap years. For Network Management Software means that date information used in such software will show four (4) digits for the year (i.e.2000) aud will process date related information and ~sociated date ~amps during and after the year 21~)0 and for leap years. "Millenninm Compliant": For Hardware Products means that the date intbrmafion used by such product(s) will show all four (4) digits represeating the year and century (i.e.2000) and wi]’i process date related information and associated date stamps during and after the year 2000 and for leap years. WARRANTY The following Warranty does not apply to my Third Party Products, including but not limited to, platform operating systems and work stations. Hardware Products: 1.0 All Hardware Products developed after July L, 1997 will be Millennium Compliant. 2,0, Cabletron will detenuiue by the end of August, 1997 whether existing llardware Products arc Year 2000 Compliant or Millennium Compliant. Compliance information will be made available to customers via Cabletron’s web site (htlpJIwww.v,~lcuon.eom) iv. the form of a product ma~i~ which will be continually updated and sabjeot to change. ’19/97 3.0 If Cabletron d~termines that a Hardware Product is not Year 2000 or Millennium Compliant and can not be made so without unreasonable expense as determined by Cable,’on in its sole judgment, customers may migrate (with the assistance of their Cablelron Sales Representalive) to a functionally equivalent Hardware Product which is Year 2000 Compliant or Millennium Compliant by purchasing the functionafly equivalent Hardware ~roduct at Cabletron’s then current rates less any discounts which may be applicable to custo~ler. ~..0 If Cabletron, in its sole judgment. 0etermines that a IIardware Product is nok but will be made Year 2000 Compliant via a firmware upg~de, customers shall receive s~ch firmware upgrade, free of charge, if said Hardware Produ¢l is on a curre~lt maintenance contract. If such Hardware Product is not subj~t to a maintenance contract, such fLrmware upgrades will be made available at Cablctron’s then eurr~nt rates less any discounr~ that may be applicable to customer. The firmware upg~gdes will be made available prior to January’ 1, 1999. Network Management Software; Cabtetron NMS is reliant on its platform opel’sting systems lot viable operations beyond the year 2000. Therefore, customers will need to obtain Year 2000 compliance solutions from their operating system and/or workstation vendor in order to complete their year 2000 solution. 1.0 Cabletro~ will provide Year 2000 Compliant versions of its NMS as stated below: 1.1 SPECTRUM 5.0 roy0, to be r~leased in 199g, will be Y~ar 2000 Compliant.’ 1.2 SPEL 2.01 version, to bc relca.scd by mid-1998, will be Year 2000 Compliant. 1.3 SPMA 4.0 roy0 version, to be released by mid.! 998, will be Year 2000 Compliant. 1.40ASys Q-Adapters are Year 2000 compliant in their cun~nt shipping versions. 1.5 A Year 2000 Compliant version of the SecureFast VLAN Manager will be made available concurrently wiflt SPECTRUM 5.0 roy0. 1.6 A Year 2000 Compliant version of SFVRA Manager will b~ released in 1998. 2.0 For customers that do not transition from the SPECTRUM 4.0 product series to SPECTRUM 5.0 rev0, an upgrade implementing Year 2000 Complinncc will bc madz available to license by the end of 1998, free of charge, if customer’s SPECTRUM soR~vare is on a current maintenance contract. If such SPEC’TR! I M software is not subject to a current maintenance contract, such upgrade will be made available at Cable~’on’s then current rates’less any discounts that may be applicable to customer. Additionally, these upgrades will only be available to SPECTRUM 4,0 products running on SPECTRUM 4.0 series recommended operating systems. For all other NMS other than SPECTRUM, soRwarc upgrades n~eded for compliance will be made available to customers, free of charge, if said NMS is on a current maintenance contract. If such NMS is not subject to a current maintenance contract, such upgrade can be hcensed at Cabletron’s then current rates less any discounLg that may he applicable to co~omer. THIS WARRANTY DOES NOT APPLY TO THIRD PARTY PRODUCTS. CABLETRON SHALL NOT BE HELD RESPONSIBLE FOR ANY BREACH OF THIS WARRANTY ATTRIBUTABLE 1"O CUSTOMER’S USE OF HARDWARE PRODUCTS OR NMS IN CONJUNCTION WITH ANY THIRD PARTY PRODUCT. THE ABOVE WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, LIARIi.ITIES, REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGIIT~ CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM NEGLIGENCE OF CABLETRON, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AFFILIATES, ACTUAL OR INIPUTED, AND NO WARRANTIES, EXPRESS OR IMPLIED REPRESENTATIONS, PROMISES OR STATEMENTS HAVE BEEN MADE BY CABLETRON, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OB, AFFILIATES UNLESS CONTAINED IN THIS AGREEMENT. NO WARRANTY, EXPRESS OR IMPLIED, IS MADE HEREIN THAT THE HARDWARE PRODUCTS OR NMS OR ANY PARTS THEREOF ARE MERCHANTABLE, OR FIT OR SUITABLE FOR THE PARTICULAR PURPOSES FOR WHICH THE HARDWARE PRODUCTS OR I~/IVIS OR PARTS THEREOF MAY BE ACQUIRED BY CUSTOMER. IN NO EVENT SHALL CABLE’IRON, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR DAMAGES FOR BREACH OF THIS’WARRANTY, INCLUDING WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, LOSS OF DATA, OR PROFITS. WHETHER CLAIMED BY REASON OF BREACH OF WARRANTY OR OTHERWISE, AND WITHOIJT REGARD TO THE FORM OF ACTION IIN" WHICH SUCH CLAIM IS MADE. NOTWITIISTANDING ANYTHING CONTAINED HEREIN TO THE 2WAR2~11119/97 CONTRARY, THE TOTAL MAXIMUM LIABILITY OF CABLETRON, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES UNDER THIS WARIL~NTY IS LIMITED, AT THE OPTION OF CABLETRON, TO EITHER i) CABLETRON’S USE OF REASONABLE EFFORTS TO REPAIR ANY HARDWARE PRODUCT AND/OR NMS OR PART THEREOF; or ii) CABLETRON’S USE OF REASONABLE EFFORTS TO REPLACE ANY HARDWARE PRODUCT OR NMS OR PART THEREOF; or l|t) A CREDIT TO CUSTOMER FOR THE AFFECTED HARDWARE PRODUCT’S PURCHASE PRICE OR THE AFFECTED NMS LICENSE FEE LESS A REASONABLE FEE FOR USE TOWARDS THE PURCHASE/LICENSE OF FUTURE PRODUCTS. IN WITNESS WH/~],/Cabletrol~ has caused this Statement to be duly executed. CABI,ETRON ~%’TE1VI~ SALES & SERVICES, INC. //By’. ~ / David K~~ , , 11119197 EXHIBIT D PARTIII -INSURANCE REQUIREMENTS -Long Form City of PaiD Alto:SECTION 650(~ CONTRACTOR: PROJECT MANAGER: CONTRACT NAME: Insurance Requi[ements for Contractors Rob.Pound, ITS ..... Civic Center Local Area Network Upgrade GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SHEET SHOULD BE GIVEN TO YOUR INSURANCE AGENTIBROKER CONTRACTORS TO THE crrY OF PALO ALTO, AT THEIR SOLE EXPENSE SHALL OBTAIN AND MAINTAIN INSURANCE FOR THE TERM OF THE CONTRACT. CONTRACTORS WILL BE REQUIRED TO PROVIDE A CERTIFICATE EVIDENCING THE INSURANCE AND NAMING THE CITY AS AN ADDITIONAL INSURED ALL INSURANCE COVERAGE REQUIRED SHALL BE PROVIDED THROUGH CARRIERS WrrH A BEST RATING OF A~VII OR HIGHER THAT ARE ADMITTED TO DO BUSINESS IN THE STATE OF CALIFORNIA THE CERTIFICATE OF INSURANCE MUST BE COMPLETED AND EXECUTED BY AN AETHORIZED REPRESENTATIVEOF THE COMPANY PROVIDING INSURANCE, FILED WITH THE CEY, AND APPROVED BY THE CIT~ BEFORE CONTRACT WILL BE CONSIDERED COMPLETE AS RESPECTS INSURANCE. RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMILTON AVENUE, PALO ALTO 94301. D. E. F. [] THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. T~PE OF COVERAGE REQUIREMENT Worker’s Compensation Automobile Liability ,Comprehensive General Liability: INCLUDING: ¯PERSONAL INJURY ¯BROAD FORM PROPERTY DAMAGE ¯BLANKET CONTRACTUAL ¯FIRE LEGA~ LIABILITY ,Comprehensive Automobile Liability: INCLUDING: ¯OWNED ¯HIRED ¯NON-OWNED Professional Liability: INCLUDING: ¯ERRORS AND OMISSIONS ¯ MALPRACTICE (If Apphcable) ¯ NEGLIGENT PERFORMANCE Statutory BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED BODILY INJURY (Each Person) ,,,LONG FORM {M,nimum Limits) EACH OCCURRENCE $1,ooo,ooo BODILY INJURY (E.ch PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED ALL DAMAGES ,THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED $1,000,000 The City of Paid Alto, its officers, agents and employees are named as additional insured, but only as to work performed under contract. Said coverage as to the City of Paid Alto, etc., shall be primary coverage, without offset against City’s existing insurance and any other insurance carried by the City being excess insurance only. Where the wod~ involves grading, paving, excavating, ddlling or other underground work, the policy includes destruction of wires, conduits, pipes, mains, ~ other similar property or any apparatus in connection therewith below the surface of the ground whether owned by third parties or the City of Paid Alto. Where the work involves excavating, collapse coverage is provided in the amounts above. The policy includes a "Severability of Interest" provision. Deductibles over $5,000 must be indicated and are subject to approval. If such policies are canceled or changed during the period of coverage as stated herein, in such a manner as to affect the Certificate, thirty (30) days written notice will be mailed to the City of PaiD Alto, Contract Administration, P.O. Box 10250, 94303 The liab~ity insurance policy includes a contractual liability endorsement providing insurance coverage for Contractor’s agreement to indemnify the City. The coverage afforded under the policies is subject to all terms of the policies designated herein an.d meets atl of the provisions called for herein. DATE:{0!2 / CONTRACTADMINISTRATOR:Y~---~y//~-----’~ KenMHask/ns, Manaqer <415,329-2300 END OF SECTION CITY OF PALO ALTO: Insurance Requirements (REV.6/94)SECTION 00650-1 EXHIBIT E ,.C..E.RTIFICATION of NONDI$C,,RIMINATION C{vic Center Local Area Network Upgrade SECTION 410 CArtif!eatlon of Nondiscdm|n=tion: As suppliers of goods or services to the City of Palo A,~to, firm and I~ividuaJs listecl below codify’ that they do not ~l=crlmlnate in employment with regards to age, rac~, color, religion,-~ex, national odgin, ance.~/, disability, or sexual preference; that trtey are in compliance with all Federal, State and local directives and executive on:lets regarding nondisc..dminat~on in emplo~,ment; and that they agree to demonstrate posit;rely and aggressively the principle of equal opportunity In employment. The Bidder agrees sp’eciflr..ally: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minority person= at all job levels, 2.0 To communicate this policy to all persons concerned, including all employees, outside rectuit~g services, espeda~ly those serving minority communities, andto the minority communitiet at large, 3.0 To take affirmative action steps to hire minority employees within the .organization. 4.0 To be krtowledgeable of the Ioe..~l, state, end federal laws and rcgulatlons concerning affirmative action policies and provlde opportunities for employees, Firm: CABLETRON SYSTEHS SALES & SERVICE, TNC_ DATE: 12/9/96 Title of Officer ~(.....__g: ~,IEF FINANCIAL OFFICER Please include any additional information available regarding equal opportunity employment programs now in effect within your company. (Please attach =O~rdonal page~ if necessary) END OF SECTION CITY of PALO ALTO: No~,disctiminaton (6/94)SECTION 410-1 ATTACH~[ENY C ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 1997-98 TO PROVIDE AN ADDITIONAL APPROPRIATION FOR CAPITAL IMPROVEMENT PROJECT 19620,CIVIC CENTER LAN UPGRADE WHEREAS, pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 23, 1997 did adopt a budget for fiscal year 1997-98; and WHEREAS, Capital Improvement Project (CIP) 19620 is designed to upgrade the Civic Center Local Area Network(LAN); and WHEREAS, the Capital Improvement Project (CIP) 19620, Civic Center LAN Upgrade was originally approved by Council in the 1995-96 budget with $160,000 of funding; and WHEREAS, the City is now ready to award a contract for CIP 19620, Civic Center LAN Upgrade, which requires an additiona! $59,601 in funding; and WHEREAS, City Council authorization is needed to amend the 1997-98 budget as hereinafter set forth. NOW, THEREFORE, the Council of the City of Palo Alto does ORDAIN as follows: SECTION I. The sum of Fifty-nine Thousand Six Hundred and One Dollars ($59,601) is hereby appropriated to Capital Improvement Project No. 19620, and the Budget Stabilization Reserve is correspondingly reduced. $~. This transaction will reduce the Stabilization Reserve from $16,791,253 to $16,731,652. Budget SECTION 3. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. ~LT~. The Council of the City of Palo Alto hereby finds that this is not a project under the California Environmental Quality Act and,~therefore, no environmental impact assessment is necessary. ~LT~. As provided in Section 2.04.350 of the Palo Alto Municipal Code~ this ordinance shall become effective upon adoption. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: City Clerk APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Mayor City Manager Acting Director, Administrative Services Department