NOTICE OF PROPRIETARY INFORMATION
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NOTICE OF
PROPRIETARY INFORMATION
THE CONTENTS OF THE ATTACHED PACKAGE WAS DEVELOPED BY
DIGITAL EQUIPMENT CORPORATION
SOUTHERN AREA NETWORK SERVICES GROUP
CUSTOMER NAME: CITY OF CLEARWATER
DIGITAL PROJECT NUMBER: 835361
THE CONTENTS OF THIS PACKAGE ARE CONSIDERED BY DIGITAL EQUIPMENT
CORPORATION TO BE PROPRIETARY. -THIS INFORMATION MAY NOT BE USED
FOR ANY PURPOSE OTHER THAN EVALUATING THIS DIGITAL PROPOSAL.
THIS DOCUMENT IS INTENDED FOR THE SOLE USE OF THE DIGITAL
CUSTOMER AND MAY NOT BE RELEASED TO ANOTHER ~ENDOR OR CONTRACTOR
WITHOUT PRIOR WRITTEN PERMISSION FROM DIGITAL EQUIPMENT
CORPORATION.
Digital Project Number: 835361
Date: JUNE 28, 1988
STATEMENT OF WORK
THIS DOCUMENT IS THE STATEMENT OF WORK DESCRIBING ALL OF THE
RESPONSIBILITIES BETWEEN DIGITAL EQUIPMENT CORPORATION'S
SOUTHERN AREA NETWDRK SERVICES GROUP AND THE CITY OF CLEARWATER.
CITY OF CLEARWATER
VEHICLE MAINTENANCE FACILITY
CLEARWATER, FLORIDA
1.0 GENERAL REQUIREMENTS
It is understood that Digital Equipment Corporation
(DIGITAL) will provide network installation and planning
services to the City of Clearwater to support the proposed
DIGITAL cable plant at your facility in Clearwater Florida.
To support this installation, DIGITAL will provide a site
survey, design and layout as required, on-site installation
services, and computer aided as-built documents upon project
completion. This project includes the following:
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2.0 GENERAL WIRING REQUIREMENTS
DIGITAL shall install 17 low speed terminal connections at
the Vehicle Maintenance Facility in accordance with the
blueprints provided to DIGITAL. DIGITAL shall provide all
cable, connectors, hardware, and labor, as described in this
Statement of Work, including patch cords.
2.1 BASEBAND/BROADBAND ETHERNET COAXIAL CABLE REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.2 FIBER LINK REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.3 SATELLITE EQUIPMENT ROOM (SER) REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.4 ASYNCHRONOUS, LOW SPEED DATA REQUIREMENTS
DIGITAL shall provide materials and labor to install 17 low
speed data lines from patch panels at the terminal server
location in the computer room. Data lines will terminate at
MMJ wallplates as indicated by the Customer provided
blueprints. DIGITAL shall also provide one BC16E-02 style
patch cord for each data line.
2.5 THINWIRE ETHERNET, HIGH SPEED DATA REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.6 VOICE, TELEPHONE, PBX REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.7 VIDEO REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.8 FACEPLATE MOUNTING AND TERMINATION REQUIREMENTS
DIGITAL shall mount and terminate all faceplates using
Wiremold as required.
2.9 NON-DIGITAL/SPECIAL REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
2.10
CABLE LABELING REQUIREMENTS
DIGITAL shall use Panduit Tie-Wrap style of labels. All
cables shall be clearly labeled at both ends.
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3.0 CONSTRUCTION AND ARCHITECTURAL REQUIREMENTS
3.1 UNDERGROUND INSTALLATION REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
3.2 AERIAL INSTALLATION REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
3.3 CONDUIT INSTALLATION REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
3.4 FIRE BARRIER PENETRATION REQUIREMENTS
DIGITAL shall seal all firewall penetrations to meet code
using only approved materials.
4.0 MATERIALS PROVIDED
DIGITAL shall provide all materials necessary to implement
the cable plant design.
4.1 DIGITAL MANUFACTURED MATERIALS
All DIGITAL manufactured active equipment necessary to
implement this design, must be obtained through your local
DIGITAL Sales Representative or other DIGITAL approved
sales channels.
5.0 TESTING AND VERIFICATION PROCEDURES
Testing of all DIGITAL's baseband coax, fiber optic, high
speed thinwire and low speed asynchronous cabling will
be done in accordance with DIGITAL's published
"Installation and Verification Guide."
Testing of all telephone, voice, PBX and video wiring will
be done in accordance to normal industry accepted testing
practices.
5.1 NON DIGITAL/SPECIAL TESTING REQUIREMENTS
CUSTOMER HAS NO REQUIREMENTS.
6.0 CUSTOMER'S ACCEPTANCE OF FINISHED PRODUCT.
The above installation verification procedures will be used
to demonstrate a functional wiring system. This
installation provides only physical cable plant needs. The
installation and acceptance of this cable plant are in no
way dependent upon the installation or functioning of the
host computer systems, or of any software products supplied
by DIGITAL or any other vendor.
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7.0 DOCUMENTATION
Upon completion of the cable plant installation, DIGITAL
will provide a package which will include the following
documentation:
Installation Summary / Legend
Logical Designs
Floorplans
Cable Schedules
Verification Documentation
Engineering Specification
8.0 CUSTOMER RESPONSIBILITIES
Tha City of Clearwater shall be responsible to:
Identify a person with Purchase Order signature authority
to sign Field Change Orders if required.
Assign a representative to this project, coordinating
installation activity with the DIGITAL Project
Coordinator.
Provide access to all work locations.
Assist in obtaining all work permits.
Provide a work room for DIGITAL and DIGITAL's
subcontractors to use during on-site activities.
Provide adequate parking for the DIGITAL project team.
Provide access to a telephone to be used by the
DIGITAL Project Coordinator.
Provide the best possible prints and floor plans to be
used and become the property of DIGITAL.
Provide the best possible information relative to
building construction, available mechanical rooms,
location of equipment to be connected, etc.
Provide adequate AC power for the SER and other
components as required.
Outline any and all on-site emergency procedures that
pertain to the safety of DIGITAL personnel and any of
DIGITAL's subcontractors.
Provide a list of required safety equipment that will
be required during the installation.
Identify to DIGITAL any security requirements.
Provide paint for repairing patches if necessary.
Make DIGITAL aware of any asbestos hazards.
Provide information relating to asbestos or any other
safety hazard that may be encountered during
installation of the proposed cable plant.
Provide a "HIGH LIFT" and an operator to facilitate
running cable through the high bay areas.
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9.0 BASIC DELIVERY PLAN
Passive network components will be ordered by Network
Services upon receipt of Customer Purchase Order.
Network services delivery will begin within two weeks
after delivery and inventory of all components and
materials. Installation activity shall continue for
three days ending with the acceptance testing of
the installed cable plant. Once acceptance testing has
been completed, the final documentation package shall be
provided. Delivery of this package shall be approximately
four weeks after the installation completion.
10.0 WORKING HOURS AND AFTER HOURS ACCESS
This project has been priced for a normal 8:00-5:00, Monday
through Friday installation.
11.0 COMMUNICATION AND INTERFACING DURING THE PROJECT
DIGITAL will provide Project Management during the
installation. This Project Manager will be a contracted
professional hired by Digital. The Project Manager will
be identified to the customer prior to the start ot the
installation. This Project Manager will be your primary
interface during the installation. It is the Customer's
responsibility to identify a single point of contact within
their organization to interface with the Project Manager.
12.0 QUOTATION FOR SERVICES
Since all variables were not known at the time this project
was quoted, certain assumptions had to be made. Should
these not remain as stated, the quoted price on this
Statement of Work shall not be valid. The assumptions are
as tollows:
Union labor shall not be required for installation of
this project.
The Customer shall have the facility ready to begin
installation within ninety (90) days of delivery of the
purchase order to DIGITAL.
Four Transceiver cables will be provided in this
Statement of Work.
Service to remote buildings are not included in this
quotation for services. Remote building service shall
be quoted when the need arises.
DIGITAL ag~ees to provide the design, planning, and
installation services as described in this Statement of
Work for a price, not to exceed Eight thousand one hundred
thirty nine ($8,139.00) dollars. This quoted price
shall remain valid for a period of sixty (30) days from
October 20, 1988.
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DIGITAL shall submit an invoic
price upon receipt of a Purch~
This invoice must be paid with
payment is required to defray I
for the project.
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up costs
13.0 INVOICE AND PAYMENT
DIGITAL shall submit an invoice for the remaining 65~ of the
project price upon delivery of the verification documentation.
Payment shall be net 30.
14.0 CHANGES AND AMENDMENTS
Should the scope of this project ~hange, the work statement
may be amended by mutual agreement. Additional (or
lower) charges may apply to reflect those changes. Any
change will not be effective until such change is agreed
to in writing by both the- City of Clearwater and DIGITAL.
DIGITAL reserves the right to submit an invoice for 35~ of
the total on an add-on Change Order upon receipt of the
Change Order authorization from the Customer. The Customer
shall pay this invoice within 30 days of receipt.
15.0 GENERAL
This Statement of Work must be referenced on the face of the
City of Clearwater purchase order. The NSG option number
shall be FN-NTSUB-AA. This service will be performed per
the attached "Networks Terms and Conditions for Installation
of Network Cabling." This Statement of Work with the
attached terms and conditions supersedes any agreements
between DIGITAL and the City of Clearwater relating to this
project.
IN WITNESS WHEREOF, the parties have executep this
Agreement this I ~-r day of ~~
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CITY OF CLEARWATER
CLEARWATER, FLORIDA
DIGITAL EQUIPMENT CORPORATION
7650 COURTNEY CAMPBELL CAUSEWAY
SUITE 800
TAMPA~IDA 33607
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DIGITAL EQUIPMENT CORPORATION
NETWORKS TERMS AND CONDITIONS FOR
INSTALLATION OF NETWORK CABLING
The following are the terms and conditions under which the Purchaser
shall purchase and DIGITAL shall sell networking products and services.
1. PRODUCTS AND SERVICES
(a) The products and services to be provided by DIGITAL shall be
governed by a written and mutually agreed upon Work Statement.
The Work Statement sets forth and constitutues the complete and
exclusive specifications for defining the network, and for
governing its installation and acceptance.
(b) The Work Statement referenced above shall be based upon
information provided by the Purchaser which shall be
responsible for its accuracy and completeness. Subsequent to
QIGITAL'S acceptance of the applicable order, if the
information provided by Purchaser is determined by DIGITAL to
be inaccurate or incomplete, or in the event Purchaser requests
a change to the Work Statement, DIGITAL reserves the right to:
(i) stop work, agree with Purchaser on appropriate changes
and agree to equitable adjustments, or
(ii) terminate the applicable order and access Purchaser
cancellation charges
2. ACCEPTANCE
Acceptance of the Network shall occur in accordance with the Work
Statement. Acceptance shall be conclusive and shall be in accord
with the Acceptance Test Program contained in the Work Statement.
A representative of the Purchaser shall execute documents
acknowledging successful completion of the Acceptance Test if
requested by DIGITAL.
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3. PAYMENT AND TAXES
(a) Payment terms are as stated in the attached Statement of Work.
(b) Prices and charges are e~clusive of, and Purchaser is
responsible for, all sales, use and like taxes.
(c) Any products and services which DIGITAL provides or furnishes
hereunder, which are not set forth in the Work Statement or
in this Agreement, shall be furnished or provided by DIGITAL
to Purchaser at Purchaser's additional cost and expense.
4. WARRANTY
(a) The products and services provided by DIGITAL in accordance
with the attached Work Statement are warranted against
defects in workmanship or material for a period of one year
from the date of successful completion of the Acceptance
Test. DIGITAL's sole responsibility shall be to either repair
or replace, at DIGITAL's option, during DIGITAL's normal
working hours, at Purchaser's site, any such component which
fails during the warranty period because of a defect in
workmanship or material. All replaced equipment, parts or
material become DIGITAL's property.
(b) If DIGITAL determines that the component is not defective
within the terms of this warranty, Purchaser shall pay
DIGITAL for such repairs at rates specified by DIGITAL.
(c) The above warranties are contingent upon proper use of the
network and will not apply if it has been modified by
Purchaser, unless such modifications have been approved in
advance by Digital.
(d) EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, DIGITAL
DISCLAIMS ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; and the
stated warranties are in Lieu of all obligations or
liabilities on the part of DIGITAL arising out of or in
connection with the performance of the network.
(e) Neither party shall be liable for any delay in performance
under this Agreement due to causes beyond it's reasonable
control, including, without limitation, delays due to
nonperformance or breach of contract by third party vendors
and subcontractors or any labor disputes. If any delay
occurs, each party agrees to use its best efforts to overcome
the delay by obtaining suitable performance from other third
parties, or otherwise.
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5. PATENTS AND COPYRIGHTS
(a) DIGITAL DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT OF ANY
PATENT OR COPYRIGHT FOR ANY PRODUCTS FURNISHED HEREUNDER.
(b) Provided Purchaser complies with all the requirements of
third party patent and copyright infringement indemnification
and cooperates and gives information and reasonable
assistance to DIGITAL, DIGITAL shall use it's best efforts to
enforce, on behalf of the Purchaser, any patent or copyright
infringement indemnification provided by any vendor or
subcontractor in connection with said vendor or subcontractor
providing goods and services for the project set forth in the
attached Work Statement.
(c) DIGITAL disclaims all liability for patent and copyright
infringement, including any incidental or consequential damages.
6. PURCHASER OBLIGATIONS
(a) Purchaser shall provide at no cost to DIGITAL and/or DIGITAL's
subcontractors (i) a secure work space, (ii) access to
Purchaser's physical plant facilities where the work described
in the Work Statement is to be performed at any and all
reasonable times, (iii) storage space in secure locations both
inside and outside Purchaser's structures in which the work will
be performed for DIGITAL's and/or it's subcontractors.
7. DIGIrAL'S AND SUBCONTRACTOR'S PROPERTY
Documentation, schematics, raw materials, maintenance materials,
tools, Site Management Guides, test equipment, software (including
diagnostic software) for which a license has not been obtained, and
associated media to be used by DIGITAL and DIGITAL's subcontractor
personnel at the installation site shall remain the exclusive
property of DIGITAL and DIGITAL'S subcontractors and shall be for
DIGITAL's and said subcontractors' sole use.
8. CANCELLATION
In the event Purchaser cancels or terminates all or any part of this
order, or provides DIGITAL reason to terminate this Agreement,
Purchaser shall reimburse DIGITAL, in full, including a tee of ten
(10~) percent, for all costs and expenditures DIGITAL incurs or
commits to incur prior to receipt by DIGITAL of notice of
cancellation or termination, or, in the event ot termination by
DIGITAL, prior to the mailing of any notice of termination to
Purchaser, arising from this Agreement. The above cancellation
charges will apply to the extent Digital is unable, after reasonable
effort, to mitigate such damages. To the extent any such cost or
expenditure represents the ,purchase of goods, DIGITAL will, upon
DIGITAL's receipt of payment ot these cancellation charges, transfer
title to such inventory to Purchaser. Purchaser shall be responsible
for all transportation, storage, and subsequent charges.
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9. LIMITATIONS OF LIABILITY
PURCHASER'S RIGHT TO RECOVER PROPERTY DAMAGES CAUSED BY DIGITAL'S,
OR IT'S VENDORS' AND SUBCONTRACTORS' FAULT OR NEGLIGENCE SHALL BE
LIMITED TO ONE MILLION ($1,000,000) DOLLARS. DIGITAL AND ITS
VENDORS OR SUBCONTRACTORS WILL NOT BE LIABLE FOR DAMAGES RESULTING
FROM LOSS OF DATA, PROFITS, USE OF PRODUCTS OR FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. This Limitation of DIGITAL's Liability will apply
regardless of the form of action, whether in contract or tort,
including negligence. Any Action against DIGITAL must be brought
within eighteen (18) months after the cause of action accrues.
10. TERMINATION
(a) If either party fails to perfrom its material obligations
under this Agreement and such failure continues for a period
of twenty (20) days after written notice, the other party
shall have the right to terminate this Agreement.
(b) DIGITAL and its vendors and subcontractors reserve the right
to terminate o~ refuse to perform services under this
Agreement, when in DIGITAL's and/or its vendor's or
subcontractor's reasonable opinion, conditions at the work
site represent a hazard to the safety or health of any
,employee of DIGITAL or such vendor or subcontractor.
11. INDEPENDENT CONTRACTOR
DIGITAL will act as an independent contractor in the performance
of the work set forth in the Work Statement and shall not have
power nor represent that it has the power to bind Purchaser or
create an obligation for and on behalf of Purchaser.
12. INSURANCE
During this term of this Agreement, DIGITAL will maintain the
following insurance: Worker's Compensation and Employer's
Liability-Statutory; Comprehensive General Liability including
Personal Injury and Property Damage - $500,000 each occurrence
Bodily Injury, $500,000 aggregate Bodily Injury, $250,000 each
occurrence Property Damage, $250,000 aggregate Property Damage;
Automobile Liability and Physical Damage - Bodily Injury/Property
Damage combined limit $750,000 per occurrence. A Certificate of
Insurance evidencing same will be issued upon request.
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13. LIENS
DIGITAL shall keep Purchaser's property free and clear of all
charges arising out of the work, including materialmen's,
laborer's and mechanic's liens, and DIGITAL shall defend and save
Purchaser harmless from all loss, cost and expense arising from
any such claim.
14. COMPLIANCE WITH LAWS
DIGITAL shall comply with any federal, state, or local law,
regulations, statute, code, or ordinance relating to the work set
forth in the Work Statement.
15. GENERAL PROVISIONS
(a) This Agreement, incorporating the Work Statement referenced
above, shall constitute the entire Agreement between the
parties with respect to the subject matter of the contract.
All prior written or verbal communications, specifications,
and proposals are superseded by this Agreement. These terms
and conditions shall prevail notwithstanding any other terms
and conditions or any order submitted by Purchaser. A
contract will become binding only when written acceptance of
Purchaser's order is sent to Purchaser by DIGITAL.
(b) Neither party may assign the contract unless mutually agreed.
(c) .AII rights and remedies conferred under the contract or by.
any other instrument or law shall be cumulative and may be
exercised singularly or concurrently. Failure by either
party to enforce any contract term shall not be deemed a
waiver of future enforcement of that or any other term. The
provisions of the contract are declared to be severable.
IN WITNESS WHEREOF, the parties have executed this Agreement this
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19J1.
SELLER
DIGITAL EQUIPMENT CORPORATION
By:
Title:
PURCHASER I
By:
Title:
City Manager
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13.0 INVOICE AND PAYMENT
DIGITAL shall submit an invoice for 35~ of the total project
price upon receipt of a Purchase Order from the Customer.
This invoice must be paid within 30 days of receipt. This
payment is required to defray materials and start-up costs for
the project.
DIGITAL shall submit an invoice for the remaining 65~ of the
project price upon delivery of the verification documentation.
Payment shall be net 30.
14.0 CHANGES AND AMENDMENTS
Should the scope of this project change, the work statement
may be amended by mutual agreement. Additional (or
lower) charges may apply to reflect those changes. Any
change will not be effective until such change is agreed
to in writing by both the City of Clearwater and DIGITAL.
DIGITAL reserves the right to submit an invoice for 35~ of the
total on an add-on Change Order upon receipt of the Change Order
authorization from the Customer. The Customer shall pay this
~nvo~ce within 30 days of receipt.
15.0 GENERAL
This Statement of Work must be referenced on the face of
the City of Clearwater purchase order. The NSG option number
shall be FN-NTSUB-AA. This service will be performed per
the attached "Networks Terms and Conditions for
Installation of Network Cabling." This Statement of Work
with the attached terms and conditions supersedes any
agreements between DIGITAL and the City of Clearwater
relating to this project.
IN WITNESS WHEREOF. the parties have executed this
Agreement this day of
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CITY OF CLEARWATER
CLEARWATER. FLORIDA
DIGITAL EQUIPMENT CORPORATION
7650 COURTNEY CAMPBELL CAUSEWAY
SUITE 800
TAMPA. FLORIDA 33607
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