HomeMy WebLinkAbout2006-08-01; City Council; 18673; Approving agreements for Compellent SAN systemsCITY OF CARLSBAD - AGENDA BILL
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DEPT.
18,673
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I.T.
APPROVING THE AGREEMENTS FOR
PURCHASE, INSTALLATION, AND
MAINTENANCE OF COMPELLENT
STORAGE AREA NETWORK SYSTEMS
DEPT. HEAD ^
CITYATTY. fty<^^
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RECOMMENDED ACTION:
Adopt Resolution No. 2006-217 approving the agreement with LANSolutions, LLC for the purchase and
installation of Compellent electronic Storage Area Network (SAN) systems; and the agreements with
Compellent for the Co-Pilot Maintenance Agreement and the End User License Agreement related to the
use of the Compellent software.
ITEM EXPLANATION:
In early 2006 the Information Technology department contracted with an outside vendor to analyze
electronic data storage at the City's Faraday data center. The objective of this assessment was to
identify any operational improvements and efficiencies that could be realized in areas of data storage,
offsite data replication, data backup and restore, and scalability of data storage systems.
The two most significant deficiencies identified during this assessment were inefficient use of storage
and incomplete remote site data replication. Currently 70% of our data storage is internal to each server
and therefore not sharable. When spread over the entire data center, this non-sharable data storage
results in inefficient utilization of usable storage (70% under-utilized) capacity. Similarly, there is
associated staff time and overhead to manage all the under-utilized storage. With the increasing
dependency on technology and the need for continuous access to data, critical systems and data need
to be replicated to our alternate data center. The data center at the Dove Library serves as our alternate
data center in the event of a disaster at Faraday.
To improve the use of our available data storage and automatically replicate data to the alternate site, it
was recommended that the City implement Storage Area Network technologies. A Storage Area
Network, or SAN, is comprised of data storage that is independent of servers. Because storage within a
SAN can be shared by many servers, it allows for more effective utilization of available storage and in
the long-term reduces total storage requirements and costs. Making storage independent of servers
facilitates consolidation, high availability and improved data recovery efficiencies. Also, redundancies
can be built into the storage device as opposed to being built into each server independently.
Many SANs are inherently capable of replicating data between like devices. This built-in data replication
capability greatly simplifies the replication process and significantly improves business continuance and
disaster recovery abilities. With expanded automated offsite data replication we can reduce the amount
of time required to return critical systems to operation in the event of a disaster at the Faraday data
center.
To improve our data management operational efficiencies and in support of two Council Strategic Goals,
Top Quality Service and Financial Health, the Information Technology Department agrees with the
general recommendations to implement SAN technologies. To that end, the Information Technology
Department investigated various SAN technologies and solutions and determined that the Storage
Center SAN made by Compellent Technologies best meets our needs.
The Information Technology Department developed and distributed a RFP to qualified vendors. A
selection team of Information Technology staff members evaluated five proposals and recommends
LANSolutions, LLC as the best value for the acquisition and installation of two Compellent Storage Area
Network systems. One system would be located at the Faraday data center and the other at our
alternate data center at Dove Library.
FISCAL IMPACT:
This SAN has a return-on-investment (ROI) period of approximately five years. This ROI is based on a
reduction in capital expenditures and employee productivity gains. The centralized data storage
capabilities of the SAN reduce the need for internal storage in each server, which in turn reduces the
cost for future server acquisition. This will result in capital expenditure savings of $2,000 to $4,000 per
server or up to $30,000 per year.
Better storage utilization and a common centralized storage management interface will reduce the
amount of staff time needed to manage data storage. This savings is estimated to be about two hours
per week or $7,200 per year. The savings in administration time (salary) will allow for a reallocation of
staff time to perform other duties.
The total fees payable to LANSolutions, LLC for the purchase (hardware and Compellent software),
installation and first year's maintenance of the Storage Area Network systems is not-to-exceed $171,000
($110,000 for the Faraday data center and $61,000 for our alternate data center/disaster recovery site).
First year maintenance support will be provided by Compellent, LLC pursuant to a separate
maintenance agreement (see Exhibit 3). Sufficient funds are available in Information Technology's 2006-
2007 fund balance. Future year's maintenance will be budgeted on an annual basis.
Additionally, Compellent, LLC guarantees that if the City is not satisfied with Compellent's equipment for
any reason, Compellent, LLC will refund to the City the cost of said equipment, hardware and software
for up to forty-five (45) days (see Exhibit 4) after installation.
Compellent, LLC requires the City to agree to the terms and conditions of its End User License
Agreement related to the Compellent software (see Exhibit 5).
ENVIRONMENTAL IMPACT:
Not applicable.
EXHIBITS:
1. Resolution No2006-217approving the Agreement with LANSolutions LLC for the purchase and
installation of the Compellent Storage Area Network systems.
2. Professional Services Agreement between the City of Carlsbad and LANSolutons LLC.
3. Compellent, LLC Copilot Services Schedule and Terms and Conditions Agreement for Maintenance.
4. Compellent, LLC forty-five day refund guarantee.
5. Compellent, LLC End User License Agreement
DEPARTMENT CONTACT: Gordon Peterson 760-602-2454 gpete@ci.carlsbad.ca.us
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
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CONTINUED TO DATE SPECIFIC
CONTINUED TO DATE UNKNOWN
RETURNED TO STAFF
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1 RESOLUTION NO. 2006-217
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CARLSBAD, CALIFORNIA, APPROVING THE
3 AGREEMENTS WITH LANSOLUTIONS, LLC, AND
4 COMPELLENT, INC. FOR THE PURCHASE,
INSTALLATION AND MAINTENANCE OF THE
5 COMPELLENT STORAGE AREA NETWORK SYSTEMS
6 WHEREAS, the City of Carlsbad has determined the need to implement Storage
7 Area Network systems and has determined that the Compellent Technology's Storage
8 Center best meets those needs; and
9 WHEREAS, the City of Carlsbad requires the services of a Storage Area Network
10 systems contractor to provide the necessary services for the purchase and installation
11
of the Compellent Storage Area Network systems; and
12
WHEREAS, Request for Proposals were distributed and responses were
evaluated by the selection team; and
15 WHEREAS, after careful review and evaluation of the RFP responses, the
16 selection team recommended LANSolutions, LLC for the purchase and installation of
17 the Compellent Storage Area Network systems; and
18 WHEREAS, LANSolutions, LLC is an authorized reseller and installer of the
19 Compellent Storage Area Network systems and possesses the necessary skills and
20 qualifications to provide the services required by the City; and
21
WHEREAS, selection of LANSolutions LLC is expected to achieve the desired
22
results in an expedited fashion; and
23
WHEREAS, Compellent, Inc. will provide the maintenance and support of the
25 Compellent Storage Area Network systems after successful installation by
26 LANSolutions, LLC; and
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1 WHEREAS, Compellent, Inc., in addition to its standard warranties, has provided
2 the City a post installation, forty-five day guarantee that if the City is not satisfied with
3 the Compellent Storage Area Network system for any reason, Compellent, Inc. will
4
refund to the City the cost of the Compellent equipment, hardware and software; and
5 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
6
Carlsbad, California, as follows:
7
1. That the above recitations are true and correct.o
9 2. That the Agreement with LANSolutions LLC, a copy of which is attached
10 hereto, is hereby approved and the Mayor is authorized to execute the
11 agreement on behalf of the City.
12 3. That the fees and compensation for the purchase, installation and first
13 year maintenance for the Compellent Storage Area Network systems and
14
related services shall not exceed $171,000.00 and shall be as described
15
in the agreement between the City of Carlsbad and LANSolutions LLC.16
17 4. That the Copilot Services Schedule and Terms and Conditions Agreement
18 with Compellent, Inc. for maintenance of the Compellent Storage Area
19 Network systems, a copy of which is attached hereto, is hereby approved
20 and the Mayor is authorized to execute the agreement on behalf of the
21 City.
22
5. That the forty-five (day) refund guarantee with Compellent, Inc., a copy of
23
which is attached hereto, is hereby approved and the Mayor is authorized
24
to execute the agreement on behalf of the City.
26
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
of the City of Carlsbad held on the 1st day of August, 2006, by the following vote:
AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose
NOES: None
ABSENT: None
ATTEST:
OOD, City Cleft
(SEAL)
--?">mF*'/
X,*,X
AGREEMENT FOR STORAGE AREA NETWORK SERVICES
LANSOLUTIONS LLC
THIS AGREEMENT is made and entered into as of the cJ day of
6Luucjuu<Lt 2066., by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and LANSolutions LLC, a Limited Liability Company, ("Contractor").
RECITALS
A. City requires the professional services of an authorized Compellent
Storage Center contractor that is experienced in providing the necessary services for
the purchase and implementation of a Compellent Storage Center system for City's
Information Technology department
B. Contractor is an authorized agent and reseller of the Compellent Storage
Center system and has the necessary experience in providing professional services and
advice related to the Compellent Storage Center system.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", and which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
Contractor will secure third-party hardware and software manufacturer standard
warranties (or such other warranties as may be available from the hardware or software
manufacturer at no additional charge to City) and assign and pass through to City to the
extent legally assignable and deliver the same to City. In the event such manufacturer's
warranties are not legally assignable, Contractor agrees to enforce for City's benefit
such manufacturer's warranties. Any and all warranties, maintenance, and hardware
and software support provided by the licensors of third-party hardware and software will
be passed through to City or enforced by Contractor on City's behalf. Contractor does
not warrant third-party software code or that the functions contained in the software will
meet City's requirements or that the operation of the software will be uninterrupted or
error free. Contractor's is obligated to act as a liaison between City and the software
publisher or hardware manufacturer.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
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practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of ninety (90) days from the
date first above written. The City Manager may amend the Agreement to extend it for
three (3) additional ninety (90) day periods or parts thereof in an amount not-to-exceed
one hundred and seventy-one thousand dollars ($171,000) per Agreement year.
Extensions will be based upon a satisfactory review of Contractor's performance, City
needs, and appropriation of funds by the City Council. The parties will prepare a written
amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be one hundred and seventy thousand one hundred seventy-nine dollars and
ninety-four cents ($170,179.94) and shall be paid in two payments as each site is
installed and accepted. No other compensation for the Services will be allowed except
for items covered by subsequent amendments to this Agreement. The City reserves the
right to withhold a ten percent (10%) retention until City has accepted the work and/or
Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
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7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
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obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
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payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1 ) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.,
For City:
Name Gordon Peterson
Title Manager
For Contractor:
NameJ.
Title
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Address
Phone No. Sfr-
CA
lCirtt>
Phone No. 760-602-24^0
City Attorney Approved Version #04.01.02
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
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entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, ric
actual authority to bind Contractor to the terms and conditions,of this Agreement:
CONTRACTOR CITY
corpo/atj
ATTEST:
(e-maiTaddress)
*By:
(sign here)
City
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONA^D^rB/LL, City Attorney
ByJ^ef1-"-
y-C^Pty Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
SAN Implementation Project Plan
This project plan will include all aspects of the installation of the equipment listed
in Appendix "A" ("Quote") [attached hereto and incorporated herein by this
reference], including site planning, scheduling, installation, documentation, and
training. A team from LANSolutions will work in conjunction with the City IT
personnel to complete this installation. A central point of contact at
LANSolutions, the project manager, will coordinate all activities and resources
with a designated person at the City. The timing of the installation and
configuration of the SAN will meet the City's requirements, as specified herein,
and listed below:
The implementation of the Storage Centers will occur at two City sites, and
perhaps several weeks apart. One Storage Center will be implemented at the
Faraday data center and the second Storage Center at the Dove/Disaster
Recovery data center. In both instances a site preparation plan identifying the
necessary rack space and electrical requirements must be presented to the city
in advance of the installation. Unless otherwise arranged all work will be
performed during normal business hours, 7:30am to 5:30pm Monday through
Friday. The implementation must meet Compellent's recommended installation of
standards and at a minimum will include the following:
Faraday Data Center
1. Rack, configure and attach the Storage Center to the Faraday network
2. Configure up to six existing Microsoft and Novell Netware host servers to
attach to the SAN via NBAs
3. Create the necessary volume structure on the Storage Center
4. and migrate data from no less than two Microsoft SQL database servers to
the SAN (such as Asset Management and SQL Test data)
5. and migrate data from no less than two Novell Netware file servers to the
SAN (such as IT department files and folders and ZenWorks data)
6. Mount volumes from the MS SQL and Novell Netware host servers/nodes and
verify end-to-end connectivity
7. Setup zones on the fiber switch if needed. If the dual controller configuration
is selected, configure multi-path technologies and ensure ability to failover
8. Ensure available storage is visible through the administrative interface
9. Configure backup and restore processes with the Storage Center and the
City's existing Tivoli Storage Manager System (StorServer) - validate these
processes are functioning properly
10. Document the installed configuration
11 .Train a minimum of two IT staff members on the use of the system
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Dove/Disaster Recovery Data Center
1. Rack, configure and attach the Storage Center to the Dove/DR network
2. Configure existing disaster recovery VMware virtual Microsoft and Novell
servers to attach to the SAN via a HBA
3. Mount Microsoft SQL and Netware volumes from disaster recovery VMware
virtual servers
4. Setup replication between the Faraday and Dove Storage Centers for
selected MS SQL and Netware data is that is stored on the Faraday Storage
Center - schedule to be determined
5. Ensure data can be viewed and accessed from host virtual servers
6. Verify the system is operating correctly end-to-end
7. Document the installed configuration
8. Train a minimum of two IT members staff on the use of the system
LANSolutions will approach the installation with a four phase process. Each
phase is described below:
Phase 1 - Planning
LANSolutions will meet with the appropriate City personnel for a planning
meeting and site visit. During this meeting, the specific steps of the installation
will be discussed and placed on an initial timeline. Resources from both
LANSolutions and the City will be identified and initial tasks will be assigned.
Specifications for rack space, power, networking, terminal connectivity, and
environmental requirements will be presented. A site visit to each data center
will be conducted to ensure that adequate resources will be available. Fiber
cable lengths will also be determined to ensure connectivity to the required
servers.
A listing of each of the servers and the initial SAN volume configuration will be
developed. Also a listing of what data to migrate to the SAN volumes will result
in a list of the expected data migration to be performed as part of this project.
Replication data will also be determined during this process.
A description of how the SAN software organizes and classifies the volumes will
be given before and during this process. This list will be the starting point for
volume/server definitions and may change slightly during the actual installation.
A lead LANSolutions engineer will be present during this visit and during most, if
not all, of the remaining installation.
If not already completed, the Compellent pre-order document will be finalized and
delivered to Compellent for final ordering. This document will include network
and host information as well as a system drawing.
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11
The result of this phase will be the written results of this visit including any tasks
and/or products needed to meet the installation requirements. Also, a written
schedule will be prepared and presented to the City.
Phase 2 - Installation
As mentioned above, the installation phase will take place at 2 sites at two
different times. The Faraday data center will be installed first, followed by the
Dove DR Data Center. The installation steps will specify that LANSolutions will
perform the work. However, it is possible that Carlsbad City IT can participate in
the installation for purposes of familiarization and training. While some of the
details may change slightly after the planning meeting, the installation process
will proceed as follows:
1. Carlsbad IT will have made any changes to the data center that has been
identified during the planning process.
2. LANSolutions will install the SAN hardware (Enclosures, controllers, switches)
and associated cables with direction and/or assistance from City IT.
3. LANSolutions will configure all SAN Host Bus Adapters (HBA's) before they
are installed in the server hardware.
4. LANSolutions will configure the Fiber Channel switches with the appropriate
zoning and IP addressing. Any iSCSI subnets will be configured if specified
in the installation.
5. LANSolutions will install the HBA's in the designated servers and ensure that
they are recognized by the Windows or Netware operating systems. This
may include the installation of software drivers.
6. LANSolutions will configure the Storage Center software will be for the
appropriate network settings and controller configuration (initial setup).
7. The servers will be configured in the Storage Center Software
8. The volumes will be configured according to the volume configuration
document.
9. Verify that the volumes are recognized from the associated servers.
10. Prepare the volumes (format) and migrate the data according to the data
migration document. The data migration will include the actual copying of
data, verification that the copies are successful. Any application modification,
such as SQL database operations or ZENWorks reconfiguration, other than
changing of drive letter designations, will be outside the scope of this project.
LANSolutions has SQL and ZENWorks experts that can assist in this process
if necessary.
11. LANSolutions will work with City IT to configure any additional backup and
restore processes that relate to the SAN. This may include scripting of
volume snapshots, mounts and dismounts. LANSolutions has a good
understanding of how backups operate, but the ultimate configuration of the
Tivoli Storage Manager will be done by the Carlsbad City IT staff.
LANSolutions will assist in the configuration and validation of the backup
process with respect to the new SAN volumes.
12. For the DOVE site, LANSolutions will work with City IT to configure the
VMWare to recognize and use the SAN HBAs and volumes.
City Attorney Approved Version #04.01.02
13.LANSolutions will configure replication between the Storage Center at Dove
and Faraday according to the planning documents.
Phase 3 - Training
Training will occur before, during and after the actual installation. At least 2
designated IT personnel will be trained during this process. Once the personnel
are designated, they will need to participate in the initial configuration and volume
setup processes. In addition to the initial configuration, the designated City
personnel will be able to participate in a hands-on training session following each
of the site installations. LANSolutions training is not intended to replace
Compellent training which is available on-line or at the Compellent's site. It
should be sufficient to enable the City to perform additional server and volume
creation, replay (snapshot) management, system status monitoring and other
basic operations.
Phase 4 - Documentation
The system will be fully documented and will include a system drawing (in Visio
format) and server/volume setup. The documentation will be provided in Word
format to the City.
City Attorney Approved Version #04.01.02
II
LANSolutions LLC
6359 Nancy Ridge Dr.
San Diego, CA 92121
Phone: 858-587-8000
Fax: 858-587-0712
Faraday Dual Controller
Description
APPENDIX "A"
QUOTE
Quotation to City of Carlsbad, CA
Date: 5/31/2006
Prepared By: Eberle, Pat
Model Number Quantity
Quote*: LAN00058B
Amount Subtotal
';/j"\ *-<„.',« ^--v^r^-- ''7! ,,' • :• - -'-p'w.^, „: ^$*r*. } •'*••'• " * *. Sf>%>, • I1"!:., >; "f,
QuickStart SBOD Base Bundle
Storage Controller, 3U
IO, FC, 2 Gbps, 4 port, Std Profile
Compellent 16 bay W/FC Interface (SBOD)
Optical Cable, LC/LC, 1M
Enclosure SFP
QuickStart FC Base Software
SW, Storage Center Core Base License
SW, Dynamic Capacity Base License
QuickStart 3U Dual Controller Upgrade
Storage Controller, 3U
IO, FC, 2 Gbps, 4 port, Std Profile
Optical Cable, LC/LC, IM
Enclosure SFP
QuickStart Dual Controller Upgrade Software
SW, Dynamic Controllers Base License
if '- -,-'**,;, ,'•' *v "; <•;,'-
IO, (SCSI, 1 Gbps, 1 port, Std, Copper
IO, FC, 2 Gbps, 2 port, Std Profile
300GB FC 1 OK RPM HDD W/Shuttle
500GB HDD, FC, MT 7.2K RPM W/Shuttle
HBA, FC 2 Gbps 1 port
Optical Cable, LC/LC, 3M
• -' . ..--."• »»'• , ' -
SW, Remote Instant Replay Asynchronous Base
License
SW, Data Instant Replay Base License
SW, Reporting Kit Base License
QS3-BASE-SFC
QS-BASE-FC-SW
QS3-DUAL-UPR
QS-DUAL-UPR-SW
* - c •" J* x
to-nxis-c
IO-F2X2S-0
DS-F300X10K
DS-F500X7K
HB-2340
PA-LC3M
SW-RIRA-BASE
SW-DIRP-BASE
SW-REPK-BASE
1
1
1
1
2
2
1
1
1
1
1
1
2
2
1
1
$20,800.00 $20,800.00
$9,534.00 $9,534.00
^ , - __ ,««, .. , " ,,.< ^j^ •_ - , . , ;.;•, ,
4
2
8
8
6
10
1
1
1
$762.00 $3,048.00
$2,223.00 $4,446.00
$1,556.00 $12,448.00
$889.00 $7,112.00
$1,112.00 $6,672.00
$67.00 $670.00
' ' ."•-- , •' ;' -',-•-•
$12,000.00 $12,000.00
$9,334.00 $9,334.00
$3,334.00 $3,334.00
. - •"•"'*-,".• -.-i'i'.. '-,:.. - . •• - ••_;, j, - •
McDATA M4508 8 port 2 Gbps FC FS-M4508 2 $3,778.00 $7,556.00
Discount ($10,000.00)
Tottis ,,, , " ,,.'•
Power (Watts): 1 ,298.00
Heat (BTUs): 4,434.00
Rack Units: 1 1
Weight: 293
FC (Raw TB): 6.4
SATA (Raw TB): 0
Total (Raw TB): 6.4
.;.,,,. fp"1''" • '• Subtotal)
Estimated Shipping & Handling
Bax Global Bax Saver
Sales Tax
Installation Cost
Hardware Maintenance (1 year)
Software Maintenance (1 year)
Faraday TMl|
j;S86,954.QO
$1,120.00
$6,738.94
$2,400.00
$7,441.00
$5,254.00
$1^9307.94
Dove/DR
Description Model Number Quantity
Quote #: LAN00060A
Amount Subtotal
',j :•/-/( o4'^'i». !|«>- ":»Y"'^ • '• "t" *<,.-. --^!' >V> '"-<• •
QuickStart SBOD Base Bundle
Storage Controller, 3U
IO, FC, 2 Gbps, 4 port, Std Profile
Compellent 16 bay W/FC Interface (SBOD)
Optical Cable, LC/LC, IM •
Enclosure SFP
QuickStart FC Base Software
SW, Storage Center Core Base License
SW, Dynamic Capacity Base License
.!' "•: Y-tfV:'' tf^! VrJ^fS '•,*•! '.%*•, , :-;*?v
10, iSCSI, 1 Gbps, 1 port, Std, Copper
IO, FC, 2 Gbps, 2 port, Std Profile
500GB HDD, FC, MT 7.2K RPM W/Shuttle
HBA, FC 2 Gbps 1 port
Optical Cable, LC/LC, 3M
Enclosure Blank, SATA
Enclosure Blank, FC
v ---,/- 'ir?y^f~ --ki/f- &'* """-'A,-1'
License
SW, Data Instant Replay Base License
QS3-BASE-SFC
QS-BASE-FC-SW
"•' f>%,Vir~-.:.,% .,
IO-I1X1S-C
IO-F2X2S-0
DS-F500X7K
HB-2340
PA-LC3M
EN-BLNK-SATA
EN-BLNK
,~V i','* ^'- * ".
SW-RIRA-BASE
SW-DIRP-BASE
1
1
1
1
2
2
1
1
1
\f ,-stri
i
6
1
1
10
10
:?*' f'<»'
i
l
$19,334.00 $19,334.00
?%•*"",! .,sft-''!i ^l^'%'-i^ 'W'"-*"- '"'"-*
$685.00 $685.00
$2,000.00 $2,000.00
$400.00 $2,400.00
$1,000.00 $1,000.00
$60.00 $60.00
$0.00 $0.00
$0.00 $0.00
-; •'"="' • , !*J; '• ..v-^v.'tcs.-^'^frr ;vu-?" ° -,
$12,000.00 $12,000.00
$9,334.00 $9,334.00
,. ' ''' ^ '.," W^^i^'- 'pl¥/ ' '* '• , " • ' ' ' ' .?*' .. " ;#'•. i-*-tf"-$' ***'"' */'•• '>^ •=•"•« * ,
1
Totals
Power (Watts): 825
Heat (BTUs): 2,820.00
Rack Units: 6
Weight: 165
FC (Raw TB): 3
SATA (Raw TB): 0
Total (Raw TB): 3
Subtotal) $46,813.00
Estimated Shipping & Handling
Bax Global Bax Saver $6 1 5 .00
Sales Tax $3,628.01
Installation Cost $2,400.00
Hardware Maintenance (1 year) $2,091.00
Software Maintenance (1 year) $4,725.00
Dove/DR Total) $60,272.01
QUOTATION SUMMARY
=$133,767.00
Estimated Shipping & Handling
Bax Global Bax Saver $1,735.00
Sales Tax $10,366.94
Installation Cost $4,800.00
Hardware Maintenance (1 year) $9,532.00
Software Maintenance (1 year) $9,979.00
Carlsbad Grand Total) ** 70,T 79.94J
Copilot Services Schedule Agreement - Primary System
This Compellent Copilot Services Schedule Agreement ("Agreement") is entered into by, and between Compellent with its principle place
of business at 12982 Valley View Road, Eden Prairie, MN 55344 ("Compellent"), and the City of Carlsbad, California, having its principle
place of business at 1635 Faraday Ave., Carlsbad, CA 92008 ("Customer") as of the date of Compellent's acceptance of this Agreement.
Items Covered by this Agreement
Hardware Services Annual Fee
Component / Equipment
Storage Controller 3U
4-port FC IO Card
2-port FC IO Card
1-port iSCSI IO Card
16-Bav FC SHOD Disk Enclosure
300GB FC Disk Drive
500GB MidTier Disk Drive
1 -port Server HB A
McDATA 8-port Switch
Hardware Subtotal
Qty
2
2
2
4
1
8
8
6
2
^
•1
PER QUOTE BY
LAN SOLUTIONS. LLC
Software
Module / Program
Storage Center Core Base License
Dynamic Capacity Base License
Dynamic Controllers Base License
Remote Instant Replay Asynchronous Base License
Data Instant Replay Base License
Reporting Kit Base License
Software Subtotal
TOTAL
Qty
1
1
1
1
1
1
_ ^mm
•
PER OUOTE BY
LAN SOLUTIONS. LLC
Re vision 4-07/11/2006
Copilot Services Schedule Agreement - Remote System
This Compellent Copilot Services Schedule Agreement ("Agreement") is entered into by, and between Compellent with its principle place
of business at 12982 Valley View Road, Eden Prairie, MN 55344 ("Compellent"), and the City of Carlsbad, California, having its principle
place of business at 1635 Faraday Ave., Carlsbad, CA 92008 ("Customer") as of the date of Compellent's acceptance of this Agreement.
Items Covered by this Agreement
Hardware Services Annual Fee
Component / Equipment
Storaee Controller 3U
4-port FC IO Card
2-port FC IO Card
1 -port iSCSIIO Card
16-Bav FC SBOD Disk Enclosure
500GB MidTier Disk Drive
1 -port Server HB A
Qty
1
1
1
1
1
6
1
1
Hardware Subtotal •
PER QUOTE BY
LAN SOLUTIONS. LLC
Software
Module / Program
Storage Center Core Base License
Dynamic Capacity Base License
Remote Instant Replav Asynchronous Base License
Data Instant Replav Base License
Software Subtotal
TOTAL
Qty
1
1
1
1
_
•
•
PER OUOTE BY
LAN SOLUTIONS. LLC
Revision 4-07/11/2006 a(
COPILOT MAINTENANCE SERVICES TERMS AND CONDITIONS
This Licensed Software maintenance Agreement defines the specific areas of service, support obligations, and operational level
Agreements ("Services") provided by Compellent and/or authorized designee of Compellent. Services provided under this Agreement
are to be purchased annually.
1.0 SCOPE OF AGREEMENT
This Agreement will govern the terms and conditions of the Customer's procurement of Services from Compellent and each Service Order will
incorporate the terms of this Agreement. Compellent may engage third party authorized support providers that may be marketed under a different
name or brand. Any preprinted terms and conditions on a Service Order that conflict with the terms and conditions of this Agreement will be
superseded by this Agreement.
2.0 DEFINITIONS
1. Agreement means this Compellent Copilot Services Agreement and all of its Exhibits.
2. Bug fixes mean Licensed Software code patches or updates that resolve specific Software deficiencies.
3. Certified operational replacement parts means tested and meet Compellent requirements.
4. Coverage Period means those Compellent designated hours pursuant to the defined Support Program.
5. Defective parts means Equipment or device, determined either by manual diagnostics or by an authorized service provider or by system self diagnostics to not
be functioning as designed.
6. Default Hardware Warranty means the Equipment hardware manufacturer's stated warranty period for the hardware components.
7. Elapsed Time means the amount time passed from initiation of an event or request to resolution.
8. Equipment means the items manufactured, sold or licensed by Compellent and owned or licensed by the Customer including, if applicable, any Licensed
Software or firmware associated with such Equipment.
9. Equipment replacement assistance means onsite service is available for the purpose of removing and replacing failed components and/or an extension of
diagnostic and troubleshooting. It does not guarantee or imply specific Equipment availability.
10. Licensed Software means Compellent Software products that have been licensed by Compellent for Customer's use with Compellent hardware products.
11. Major and minor software releases enhance existing licensed software functions and features, and do not provide a license to use new products with new
features, which will have new and unique Compellent model numbers.
12. Incident means logged request for assistance with either hardware and/or Licensed Software systems.
13. Response time means the amount of Elapsed Time from problem notification to contact by a support agent of Compellent or authorized designee.
14. Services means types of defined deliverables that are available for purchase.
15. Service Order means each schedule or purchase order evidencing Customer's desire to procure certain Services.
16. Software includes Licensed Software
17. Technical Assistance means telephone support via Compellent call center.
18. Uncured Default Date means the date that follows 30 days after the date of the actual default.
19. Version means a specific level of Licensed Software code, either installed or available.
3.0 HARDWARE AND SOFTWARE SUPPORT
Services under this Agreement include 24 X 7 call center Technical Assistance, onsite Equipment replacement assistance, Minor Software
Releases, Bug fixes, and Licensed Software documentation updates. The purchase of an annual Agreement supersedes the Default Hardware
Warranty coverage.
4.0 TERM AND TERMINATION
1. Compellent Services shall commence on and be effective on the expiration date of the Licensed Software Warranty period identified in
Paragraph 7 of the companion Compellent Technologies, Inc.'s Software End User License Agreement and continue for a period of
year(s).
2. Customer may renew the term of the Agreement by written notice of renewal delivered to Compellent at least 60 days prior to expiration of
current Agreement.
3. Invoices will be issued annually in advance and Customer shall pay full amount of invoice within 30 days from receipt of invoice.
4. In the event of default, Compellent will provide Customer with notice of default. Customer will have 30 days from receipt of notification to
correct said default. If the default is not corrected as specified, Services, current and future, will be terminated. Termination of Agreement
does not release or alter either parry's prior payment obligation. Notwithstanding the foregoing, Compellent shall promptly refund, on a pro-
rata basis from the Uncured Default Date, any annual monies paid by Customer.
5. Compellent may require and charge for recertification or inspection fees to reinstate an Agreement that has lapsed or terminated. Said fees will
be based on then current time and material charges.
Revision 4-07711 /2006
5.0 RESPONSIBILITIES OF COMPELLENT
Subject to the terms of the Agreement, Compellent will, during the applicable Coverage Period, provide those Services described herein, subject
to the terms and conditions set forth in this Agreement.
1. SERVICES
1. Compellent will provide 7 x 24 call center support during the Coverage Period related to remedial activities due to Equipment failure, or
activities related to operational use of the Equipment. Compellent may subcontract call center Services, at the discretion of Compellent.
Notwithstanding the foregoing sentence, Compellent will provide 30 days written notice to customer of its intent to use a non-domestic
call center. In the event that Compellent elects to use a non-domestic call center, Customer shall have the right, without any liability, to
terminate this Agreement and Compellent shall promptly refund any monies paid in advance on a pro-rata basis from the date of written
notification.
2. Service request calls to Compellent Copilot Services are monitored in our CRM case management system to ensure timely resolution of
incidents. Service incidents are assigned a severity level based upon the criticality of the issue reported, allowing Compellent resources to
focus on the most critical issues and work them aggressively until resolved satisfactorily. Copilot Services Engineers use the many
resources at their disposal to resolve Customer problems as quickly as possible, including escalation to management, involvement of
Compellent engineering resources, etc. Copilot Services management monitors call progress to ensure that appropriate action is taken to
minimize business interruption for Customer. In a business critical situation, we make every attempt to restore the Storage Center to fully
operational status. Copilot support management is available around the clock to provide escalation and assist as necessary. (See attached
Technical Support Overview).
3. Compellent will provide on-site Equipment replacement assistance or other Services during the Coverage Period for any activity
related to Equipment failure, or any activity deemed necessary by Compellent to restore the Equipment to a satisfactory condition.
Response time for onsite Equipment replacement assistance is determined by location (zone coverage) of the installed hardware. Zone
Coverage is determined by the distance between the service point and the install point and mutually agreed upon prior to the effective date
of this Agreement. Compellent may subcontract these on-site Services at the discretion of Compellent. Compellent shall remain
responsible for the subcontracted Services
4. Compellent will provide replacement parts on a cross ship - exchange basis, or on-site exchange during the Coverage Period. Compellent
reserves the right to use remanufactured and/or refurbished parts and to use parts from different manufacturers. Parts will be new or
equivalent to new and all exchanged parts become the property of Compellent.
5. Compellent will provide other Services as may be offered by Compellent, and procured by Customer via a Service Order, subject to the
terms and conditions of this Agreement, applicable Product Sheets that do not conflict with the terms or conditions of this Agreement or
as may be mutually agreed to in writing before the descriptions of the work are to be performed.
6. If the Customer requests that Services be performed outside the Coverage Period, such Services will be furnished in accordance with
Compellent then current time and material charges.
7. Compellent may at its option, and at no additional charge to Customer, make enhancements to improve the operation and/or reliability of
Compellent products subject to this Agreement.
8. Compellent will support a Version of Licensed software for a period up to twenty-four (24) months following the release of a subsequent
Version, not to exceed two (2) prior Versions.
9. Compellent Technical Assistance is limited to supporting system configurations that are approved by Compellent. Approved
configurations are determined at the time of original installation of the Compellent product or subsequent Compellent product installs.
2. ZONE COVERAGE
Zones are defined based on mileage distance between a defined Compellent service point and the installation of Compellent product.
Zone 1 - is within 75 miles of a Compellent service point and includes a standard 4 hour onsite response for Equipment replacement
assistance.
Zone 2 - is within 76 to 150 miles of a Compellent service point and includes a standard 8 hour onsite response for Equipment replacement
assistance.
Zone 3- is greater than 151 miles of a Compellent service point. On-site response time for Equipment replacement assistance is mutually
agreed between Compellent and Customer, prior to execution of this Agreement. Price adjustments for extended travel distance and times
apply.
6.0 RESPONSIBILITY OF CUSTOMER
1. Customer agrees to maintain operating conditions within the common environmental range of all Equipment covered hereunder in accordance
with manufacturers' specifications.
2. Customer will notify Compellent immediately of Equipment failures.
Revision 4-07711 /2006 01> 6
3. Customer will provide at least sixty (60) days written notice to Compellent of intent to relocate or remove Equipment from Customer
premises.
4. If it is determined that a problem is the result of the Customer's misuse of Compellent products (hardware or software) or otherwise unrelated
to Compellent products (hardware or software), at the sole discretion of Compellent, the Customer may be required to reimburse Compellent at
then current, listed rates for standard time and materials for any Services provided by Compellent or designee.
7.0 LIMITATION OF LIABILITY
1. COMPELLENT MAXIMUM LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT AND INCLUDING BUT
NOT LIMITED TO NEGLIGENCE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE MAINTENANCE CHARGES PAID BY
CUSTOMER TO COMPELLENT FOR THE EQUIPMENT DURING THE PERIOD OF UP TO ONE (1) YEAR IMMEDIATELY
PRECEDING THE DATE UPON WHICH ANY SUCH CLAIM IS MADE TO COMPELLENT.
2. IN NO EVENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WILL COMPELLENT BE LIABLE FOR ANY CLAIM
MADE AGAINST CUSTOMER BY ANY PARTY, OR FOR ANY CLAIM BY CUSTOMER OR ITS CUSTOMERS FOR LOST PROFITS,
LOST SAVINGS, LOSS OF USE, OR LOSS OR DAMAGE TO RECORDS OR DATA, OR FOR ANY OTHER DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED.
8.0 MISCELLANEOUS
1. ASSIGNMENT Neither party may assign or otherwise transfer rights and obligations under this Agreement without prior written consent of
the other party; provided however, that is if a successor in interest by merger, operations of law, assignment, purchase, or otherwise if the entire
business party acquires all rights and obligations of such party then written consent is not required.
2. FORCE MAJEURE Force Majeure means an event or circumstance not reasonably foreseeable and not within the control of either party that
prevents, or renders so difficult as to be commercially impracticable, performance by either of its obligation hereunder. Compellent shall be
released from its obligations hereunder and have no liability to Customer for any delay in delivery of Services or for failure to perform any
obligations hereunder if such delay or failure is caused by hardware, software, or product development or manufacturing delays, delay or
default of carriers. Neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond such party's
control, including but not limited to act of God, fire, flood, war, embargo, strikes, labor disturbances, explosions, riots, or laws, rules,
regulations and orders of any governmental authority.
3. NOTICES All notices required or contemplated there under shall be in writing, shall be sent to the address of recipient party set forth in this
Agreement and shall be conclusively deemed to have been given on the date mailed, postage prepaid. Notices to Compellent shall be sent to
Compellent at 12982 Valley View Road, Eden Prairie, MN 55344 Attention: Copilot Services.
4. ENTIRE AGREEMENT, MODIFICATION AND WAIVER This Agreement contains the entire Agreement between the parties with
respect to its subject matter and superseded all prior or contemporaneous oral or written representations, understandings, or Agreements.
5. GOVERNING LAW This Agreement and all transactions under it shall be governed by and construed according to the laws of the State of
California.
EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF THE P
EFFECTIVE UPON ACCEPTANCE AND EXECUTION BY ENDi USE
Compellent Technologies, Inc.
N
TIES ON THE DATE(S BELOW, TO BE
Claude A Lewis
Name Name
Mayor
Title Title
-<3-01,
Date Date
Revision 4-07/11/2006
Technical Support Overview
Inbound Requests (Telephone Only)
Requests will be recorded for the purpose of tracking and follow up. The call center agent performs service
entitlement based on system serial number. Next the call center agent performs a warm transfer to the technical
support group. Standard call flow will begin at level 1 for resolution, unless otherwise noted. Unresolved level 1
incidents then move to level 2 for resolution and then to level 3 as needed.
At any time during incident diagnoses a hardware failure is confirmed the call center will dispatch onsite services
and indicate suggested part(s) needed for repair. The authorized service provider will respond to the end user
location as prescribed within the terms of the maintenance agreement. While onsite, the repair technician will
replace failed component and restore and confirm system functionality. At completion of onsite visit the repair
technician will update the call center with appropriate information.
(E-mail Requests)
E-mail requests sent to support@compellent.com are reviewed and responded to on a "best-effort" basis. There are
no response time commitments. Critical or immediate attention required activities are responded to via 866-
EZSTORE. E-mail is used for follow up and information sharing only.
Severity Levels
During the opening of an incident, a determination of incident severity will be made by the call center agent.
Incident resolution flow is driven by the severity rating. Severity ranking is based on certain criteria elements.
Severity ranking may change as appropriate during any given open incident as the problem evolves.
Severity 1
Definition: A problem that prohibits or severely limits continued use of one or more functions. End User is
prevented from continued business operations or presents severe risk to critical business operations.
Problem may cause loss of data and/or restrict data availability.
Severity 2
Definition: A problem that severely affects or restricts core functionality. The problem is time sensitive and
important to long-term business operations but it is not causing an immediate business operations halt. No
workaround is available and operations can continue with limitations.
Severity 3
Definition: A problem that restricts or limits business operations but those operations can continue with an
acceptable workaround without impact to long-term business operations.
Severity 4
Definition: A condition or documentation error that has no impact or affect on business operations.
Revision 4-07/1172006 9 S
<TV
Incident Escalation
Call Center Escalation
Call Center will immediately escalate severity 1 incidents to Copilot Services Level 3 Support for resolution.
Copilot Services Escalation
Copilot Services Support will escalate severity 1 & 2 incidents (immediately or as defined below) within Compellent for
technical assistance and/or management awareness.
Copilot Services Support will escalate severity 1 incidents to Copilot Services Management within sixty (60) minutes elapsed
time and then every two (2) hours of elapsed time.
Copilot Services Support will escalate severity 2 incidents to Copilot Services Management within eight (8) hours elapsed time
and then every four (4) hours of elapsed time.
Copilot Services Support will escalate severity 3 incidents to Copilot Services Management within seventy two (72) hours
elapsed time and then every one hundred twenty (120) hours of elapsed time.
Copilot Services management will monitor all escalated incidents for resolution progress and provide assistance
with resolution needs. Copilot Services management will serve as communication layer to (i) Compellent
Technologies Executive Management, (ii) Compellent Technologies engineering, (iii) Business Partner
management and (iv) End User management. If the event requires End User communication, as a result of
escalation, Copilot Services will coordinate End User Management communication with the Business Partner
when possible or will handle communications directly with End User Management.
Revision 4-07/11/2006
M
C
compellent
July 17, 2006
Gordon Peterson
IT Director Manager
City of Carlsbad, California
1635 Faraday Avenue
Carlsbad, CA 92008
Dear Mr. Peterson,
I want to put in writing my personal guarantee that if you are not satisfied
with our equipment for any reason, we will refund the cost of the
Compellent equipment, hardware and software, up to forty-five (45) days
after installation. We would also like to have your permission to use the
City of Carlsbad as a reference.
Gordon, I look forward to a long-term relationship. Please feel free to call
me at 952-294-3301 if you have any questions. Thanks for the opportunity
to earn your business.
Sincerely,
Philip Sofan
President & CEO
PS/lkw
Accepted by:Cl
CO,
Gordon Peterson
IT Director
Cily uf Cctilsbcid, Cdlllull net
Cc: Lugene Peissig, Controller
APPROVED AS TO FORM
Compellent Technologies 112982 Valley View Road I Eden Prairie, MN 55344
End User License Agreement
Compellent Technologies, Inc. Software
NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END-USER, AND COMPELLENT TECHNOLOGIES, INC. ("COMPELLENT"). BY
INSTALLING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END-USER LICENSE AGREEMENT ("EULA"), THAT
YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT
INSTALL OR USE THIS SOFTWARE.
1. License Grant. Subject to the terms and conditions of this EULA, Compellent hereby grants you a nonexclusive, nontransferable, limited license to use the copy
of the software and any related documentation included therewith (collectively, the "Software"), without the right to sublicense the Software, solely for your
internal use on a single computer or workstation that is compatible with the Software. You may not, nor may you permit any third party to, loan, lease,
distribute, transfer or make available the Software to any third party, nor modify or remove any proprietary rights notices in the Software, decompile,
disassemble, reverse engineer or otherwise attempt to create the source code for the Software. Except as necessary for the use of the Software, no copying of the
Software, in whole or in part, is permitted.
2. License Fee. You have paid or agree to pay the license fee for the Software as set forth in the documentation between you and Compellent related to the
licensing and use of the Software.
3. Ownership. Title to the Software is not transferred to you, and ownership of all copies of and all rights including all intellectual property rights in and to, the
Software is and remains vested in Compellent, subject to the limited rights granted to you in this EULA.
4. Term and Termination. This EULA and the license granted to you to use the Software hereunder shall be terminated (i) by Compellent, at its option, if you
materially breach any term of this EULA unless such breach is cured within 30 days after notice from Compellent; or (ii) by you, at your option. Upon any
termination, Compellent may request that the end-user return the Software and any copies thereof in any form. The end-user has 30 days to comply. Sections 3,
6, 7, 8 and 9 shall survive any termination.
5. Copyright. United States copyright laws and international treaty provisions protect the Software. Unauthorized use or copying of the Software, including
Software that has been modified, merged, or included with other software, or of the written materials or documentation included with the Software is expressly
prohibited, except as explicitly set forth in this EULA. Any copies that you are authorized to make pursuant to this EULA, must contain the same copyright and
other proprietary notices that appear on or in the Software.
6. Confidentiality. You agree that the Software contains proprietary information, including trade secrets, know-how and confidential information that is
Compellent's exclusive property. During the term of this EULA and at all times after its termination, you shall maintain the confidentiality of this information
and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as
authorized by this EULA. You agree not to disclose any such proprietary information concerning the Software, including any flow charts, logic diagrams, user
manuals and screens, to any persons except for your employees without Compellent's prior written consent.
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER. COMPELLENT WARRANTS FOR A PERIOD OF NINETY (90) DAYS AFTER
PURCHASE THAT THE HARDWARE AND SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION.
SHOULD THE HARDWARE AND SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND COMPELLENT'S SOLE OBLIGATION
UNDER THIS WARRANTY, SHALL BE, AT COMPELLENT'S SOLE DISCRETION, REPLACEMENT OF THE HARDWARE AND SOFTWARE OR
REFUND OF THE TOTAL FEES PAID FOR THE SOFTWARE AND HARDWARE PURCHASED CONCURRENTLY FOR THE SOFTWARE
APPLICATION. COMPELLENT WARRANTS THAT THE SOFTWARE DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY. EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. COMPELLENT DOES NOT WARRANT THAT THE
SOFTWARE OR ITS FUNCTIONS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. YOU BEAR
ALL RISK RELATING TO YOUR USE OF THE SOFTWARE.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPELLENT OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR OTHER
DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER SIMILAR TYPE OF DAMAGES, ARISING OUT
OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF COMPELLENT OR ITS LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow exclusion or limitation of incidental or consequential damages, so the above limitation
or exclusion may not apply to you. COMPELLENT'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF FORM, SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID
BY YOU FOR THE USE OF THE SOFTWARE. NO ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY YOU
MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION HAS ARISEN.
9. General. This EULA (a) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any prior negotiations,
proposals, representations and agreements; (b) may only be changed by a writing signed by the parties specifically referencing this EULA; (c) shall be interpreted
in accordance with the laws of the State of California, U.S.A., excluding its choice of law rules; and (d) is not assignable, in whole or in part, by you. Any
prohibited assignment is null and void. Failure by either party to enforce any term hereof shall not be deemed a waiver. Compellent shall have the right to
receive costs and expenses, including reasonable attorneys' fees, incurred in connection with the enforcement of this EULA. All claims arising out of or relating
to this EULA shall be heard in an appropriate court sitting in San Diego, California, U.S.A. In the event any provision of this EULA is declared invalid, the
remainder shall continue in binding effect.
10. U.S. Government Rights. The Software is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the
government or any agency thereof is subject to restrictions as set forth in (a) this agreement pursuant to DFARs 227.7202-3(a); (b) subparagraph (c)(l)(ii) of the
Rights in Technical Data and Computer Software clause at DFARs 252.227-7013; or (c) the Commercial Computer Software Restricted Rights clause at FAR
52.227-19 subdivision (c)(l) and (2), as applicable. Unpublished-rights reserved under the Copyright Laws of the United States. Contract/Manufacturer 12982
Valley View Road, Eden Prairie, MN 55344.
Revision 4-07/11/2006
EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES ON THE DATE(S) SHOWN BELOW,
TO BE EFFECTIVE UPON ACCEPTANCE AND EXECUTION BY END USER.
Compellent Technologies, Inc.
Name
Title
Ci
Claude A Lewis
Name
Mayor
Title
Date Date
APPRO TO FORM
Revision 4-07/11/2006