Pr op os al Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration Proposal Date: March 8, 2016 STANTIVE technical services 201-780 Midpark Kingston, Ontario T] 613.384.7550 F] 613.634.7412 www.stantive.com March 8, 2016 Dr. David Thomson Queen's Universtiy Mathematics & Statistics Jeffrey Hall Queen's University Kingston, ON K7L 3N6 Dear Dr. Thomson: Stantive Technical Services (STS) is extremely pleased to provide you with the attached proposal to assist with configuring, implementing and functional testing of your V20 servers and storage arrays. If you are happy with this proposal and have read and agreed to the Client Responsibilities (Schedule A) and our Standard Terms and Conditions (Schedule B), please indicate your acceptance by dating and signing the attached quotation and Terms and Conditions. Please fax these along with your Purchase Order to my attention at 613.634.7412. If you have any questions, please do not hesitate to contact me. With best regards, Arlene L. Seale Engagement Manager Enclosure Why STANTIVE? At STANTIVE technical services, we specialize in designing, implementing and managing small, medium and large computing environments. Our #1 goal is to help our customers secure their network, leverage their existing and future resources and get the most out of their technology investments. Based locally since 1992, and with offices in both Kingston and Ottawa, we have a proven track record in a wide range of technology services. We serve customers in the National Capital Region and in Eastern Ontario in various areas including health care, education, government, high tech, finance and telecommunications. In addition to a broad range of technical services, we currently provide Managed Services to a number of our customers. Notably, we built, designed and now manage the entire High Performance Computing Virtual Laboratory (HPCVL) hosted at Queen's University. This includes 24x7 services to the consortium of RMC, Carleton University, Ottawa University and Queen's University. Among others, we installed, maintain and support Kingston General Hospital's very complex and secure Checkpoint FireWall as well as their life-critical systems. Our expertise and experience in building and managing computing environments of all types in multiple areas ensures we bring added value to Queen's University - Math and Stats's management and technical staff. Our broad-based expertise, strong customer service mentality, deep commitment to excellence and in-depth understanding of your infrastructure make us particularly well suited to assist you. We are committed to being your trusted advisor and ensuring your own and Queen's University - Math and Stats future success. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 Section 1 – Project Consulting and Implementation Work to be Completed under this Engagement To ensure Stantive's availability for scheduled work, Queen's University - Math and Stats will provide STANTIVE with notice five business days in advance of requiring our services. In order to maintain the quality of our services and appropriate customer response time, STANTIVE is not able to schedule partial days. The work will consist of: 1. Project kickoff meeting to determine needs, configuration and functionality testing. 2. Unpack and inventory all equipment as detailed in Sun quotation F-CA-62077-A, dated 22 June 2004. 3. Install Quad-port ethernet cards in four V20s (identified as item 1 as the above quotation). 4. Install 4 GB DIMMS in two V20s (identified as item 2 in above quotation). 5. Install Quad-port ethernet cards in two V20s (identified as item 2 on above quotation). 6. Install FC-AL cards in two V20s (identified as item 2 on above quotation). 7. Install 2 GB FC network adapter in servers (identified as item 2 on above quotation). 8. Install cabling connecting v20z's to each other and 3510's. Provide labels on both ends of cable. 9. Install SuSe Linux on 4 v20z's (item 1 in quote) servers. 10. Install Solaris X on 2 v20z's (item 2 in quote) servers. 11. Install latest recommended and security patches on all six servers. 12. Install compilers and their recommended patches (see 14.3 below). 13. Create RAID configuration and LUNs as decided in project kickoff meeting. 14. Test functionality. Desirable measures are: 1. Throughput measures for the variousnetwork links. 2. Throughput measures for hard-drive channels. 3. Test compilers on all systems - should compile odinlibs FORTRAN code. 15. 16. Provide documentation in editable format. Obtain customer sign off. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 Financial Considerations Queen's University - Math and Stats must provide STANTIVE with a Purchase Order reflecting the attached Quotation. The Purchase Order must be received by STANTIVE before work can commence. STANTIVE will invoice Queen's University - Math and Stats for the full amount of the contract upon receipt of the purchase order. Queen's University - Math and Stats agrees to pay the invoice within 30 days of the invoice date. We direct your attention to our standard terms and conditions contained in Schedule B attached to this Proposal for Services, which will apply to the provision of Services and your relationship with us. In particular you should review the sections titled Limited Warranty and Limitation of Liability. Provision for Termination If, at any point, during the term of this contract, either party has good reason to terminate the contract, seven days written notice is required. Queen's University - Math and Stats will receive a credit for all days remaining. Any credit can be applied toward future service projects. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 STANTIVE technical services inc. 201-780 Midpark Drive Kingston, Ontario K7M 7P6 T] 613.384.7550 F] 613.634.7412 SSI-PS-230 Quotation for Services Dr. David Thomson Queen's University Math and Stats Jeffrey Hall Kingston, ON K7L 3N6 To Item Qt y 1.0 1 Date 3/8/16 Quote Valid for 30 days Credit Terms Net 30 days Contact Arlene Seale Description Unit List Price Dr. D. Thomson's V20 Servers and Storage Installation/Configuration as described in Section 1 of the proposal to Queen's University - Math and Stats dated 03/08/16. Less MITACS contribution SUBTOTAL Extended Net Price $18,000.00 $18,000.00 (4,500.00) (4,500.00) $13,500.00 $13,500.00 Plus applicable taxes Note: Purchase Order must be received by Stantive before work can commence. Please indicate your acceptance by signing below. This signed quotation, along with the signed Terms and Conditions (Schedule B of the Proposal entitled Dr. D. Thomson's V20 Servers and Storage Installation/Configuration) must accompany your Purchase Order. Accepted By: ________________________ Title: ______________________ Date: __________________ Please fax Purchase Order to Stantive Technical Services at 613-634-7412. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 Schedule A Client Responsibilities This section outlines the responsibilities of Queen's University - Math and Stats (hereinafter referred to as “Client”) for meeting the objectives of the project as described in the most recent and mutually-approved Statement of Work. Responsibilities include: Project Liaison -- identify and provide a Project Manager to be responsible for coordinating meetings between Client staff members and STANTIVE members. The Client will also provide access to technical resources as necessary during the project. Support Infrastructure -- provide all the required networking hardware and installed cabling (network and appropriate power) to support all new servers and desktop systems at the installation site. All hardware and software must be on site before the project begins. If STANTIVE discovers a hardware failure that prevents completion of the Statement of Work, the designated Client Project Manager will be notified immediately. It is the responsibility of the Client to resolve the problem through Sun Enterprise Services. If assistance is required from STANTIVE, services will be offered at an additional charge. Facility Access -- provide access to the identified hardware, software, services and facilities as necessary to deliver all elements of the Statement of Work. STANTIVE shall have full access to appropriate facilities during regular business hours (Monday to Friday, 8:30 – 5:00) at a minimum. After hour access may also be required. STANTIVE's technical specialists shall be given key / swipe access, alarm codes and any other permissions necessary to satisfy the Statement of Work. Network Access -- provide appropriate access to all systems and network devices involved in this project, including superuser passwords. Work Environment -- provide office space and unrestricted use of an administration station with appropriate network access. Remote system access may also be necessary in order to develop a complete project plan and timelines. Please note that Proposal timelines and associated pricing have been determined based upon a stable and uninterrupted work environment for STANTIVE technical specialists. System Coverage -- ensure proper hardware and software support contracts are in place prior to the commencement of this project. The Client should also confirm that appropriate insurance coverage is in place to cover any Client equipment that is either in transit or being serviced in STANTIVE's facilities. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 Schedule B Schedule of Standard Terms and Conditions 1. General 1.1 This Schedule forms a part of the agreement between STANTIVE Technical Services Inc. (which is referred to in this Schedule as “we” or “us”) and the customer of STANTIVE Technical Services Inc. (referred to as “you”) for the provision of the Services described in the Proposal for Services to which this Schedule is attached (collectively this “Agreement”). 1.2 The terms of this Schedule will govern the relationship between you and us, unless the terms in this Schedule are expressly contradicted or modified elsewhere in this Agreement. 1.3 The term “Services” refers to the Services to be performed by us for you as described in this Agreement. We will have no obligation to perform any Services which are not expressly described in this Agreement, without a written agreement between you and us setting out the terms of the change in the scope of the Services to be performed by us. 1.4 Unless specifically stated otherwise elsewhere in this Agreement, the terms of this Agreement shall not be affected by or superseded by any form or document delivered by you to call for the purchase or provision of Services, unless the specific terms thereof are brought to our attention, and acknowledged in writing by our President. 2. Confidential Information 2.1 We acknowledge that in the course of providing the Services, we may receive disclosure from you of certain information which you have marked, identified or confirmed in writing to us to be your confidential information. Similarly, you acknowledge that you may receive confidential, secret and proprietary information which we own, including business information, source code, object code, software routines, programming, business systems, ideas, innovations, improvements, inventions, developments or discoveries (whether patentable or not), information, data, formulae and related information relating to business services, custom software development, systems support and related products and services. For ease of reference, we have referred to your confidential information, and our confidential information, as the “Information”. Each of you and we agree to keep the other’s Information secret and not to disclose or release that Information, without the prior written consent of the other. You and we will treat the other’s Information with the same degree of care and secrecy as is used for our own Information, and in any event, with the level of protection customarily exercised in our respective industries. You and we will only disclose the others information to our employees and consultants on a “need to know” basis, and will ensure those employees and consultants are advised of the confidentiality restrictions imposed on that Information. 3. Ownership of Improvements 3.1 You agree that any discoveries, ideas, suggestions, improvements, inventions, source code, object code, programming or software of any character developed by us or our personnel, employees or consultants while we are performing Services, whether or not we are specifically instructed by you to develop the same, will be owned by us absolutely. 4. Limited Warranty 4.1We warrant that the Services will be performed in a workmanlike manner, and will be of a quality equal to or better than the quality customarily provided in our industry. 4.2You acknowledge that neither we nor our employees, officers, directors, shareholders, representatives, consultants or agents make any warranties or representations of any kind with respect to the Services, the performance, quality or characteristics of any hardware or software, or information or data contained in or on them, or the use, design or performance of any of them, whether expressed or implied, statutory or arising otherwise in law or from a source of dealing or use in trade, including but not limited to implied warranties or conditions of merchantable quality or fitness for your particular purpose. We do not warrant that the computer network, hardware, system or software will meet your requirements or that their operation will be error-free. 5. Limitation of Liability 5.1 We and our employees, officers, directors, shareholders, representatives, consultants and agents shall have no liability to you or any other person or entity for any indirect or speculative damages (including, without limiting the foregoing, consequential, incidental, special or punitive damages), including but not limited to loss of revenue or failure to realize anticipated savings or profit, lost or damaged data, or other commercial or economic loss whatsoever, arising from our performance of the Services or otherwise, whether arising out of an action in contract or tort, including, but not limited to Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 negligence, or under any warranty or condition, without regard to whether we have advance notice of the possibility of any such damages, or for claims by a third party, including but not limited to claims by users of any network or system operated by you, whether or not such damages are foreseeable. 5.2 Despite the foregoing, our total liability for all claims under this Agreement, whether in respect of a single occurrence or series of occurrences, shall not exceed the price paid by you for the Services during the twelve month period immediately preceding the date of the occurrence of the first event in respect of which you make a claim. These limitations on potential liabilities were an essential element in setting the price for the provision of the Services. We neither assume nor authorize anyone to assume for us any other liabilities. 6. Non-Solicitation 6.1 You agree that, for the duration of this Agreement and all extensions and renewals of this Agreement and for a period of one year after its expiry or termination, neither you, nor any party, person or entity with which you are associated, affiliated or under common control, will hire, retain or engage as an employee, independent contractor or in any capacity whatsoever, any individual who performs any of the Services or any other individual who is an employee or consultant of ours at any time during the term of this Agreement. 7. Excusable Delay 7.1 Where we are delayed in performing the Services or observing any obligation of ours in this Agreement by a specified date or within a particular time as required by this Agreement, by virtue of any event beyond our reasonable control, including, without limitation, any strikes, labour shortages, civil disturbances, acts, orders, legislation, regulations by or directives of any governmental or other public authorities, acts of public enemies, wars, riots, shortages of materials or suppliers, lightning, earthquakes, electric outages, fires, storms, hurricanes, explosions or acts of God, provided we give you written notice of the commencement and reason for such delay, the period for our performance of the Services or other obligations shall be extended by a period of time equal to the duration of that delay. 8. Entire Agreement and Governing Law 8.1 This is the entire agreement between you and us pertaining to the provision of the Services, and supersedes all prior or collateral oral or written representations or agreements between you and us relating to the Services. This Agreement shall be governed by the laws of the Province of Ontario, without reference to its conflicts of laws principles. You and we agree to submit to the non-exclusive jurisdiction of the Courts of the Province of Ontario. Accepted By:_______________________________ Title: ______________________________________ Customer Name: Queen's University - Math and Stats Date:_______________________________Schedule C Change Control Process Any requested deviation from the project scope and specified tasks in the proposed Statement of Work will be subject to a formal review through the following Change Control Process: The objectives of the Change Control (Change) process are to: Assess the impact on all parties' schedules, resources, project duration and project price Provide a formal vehicle for approval to proceed with any changes to the Statement of Work When either STANTIVE or the Client determines that a material change is required, STANTIVE will complete the Change Request Form (STS-CC-001) and provide that completed Form to the Client. Both STANTIVE and the Client must provide written approval of the Change detailed in Form # STS-CC-001, including the impact of the Change on the schedules, resources, and the Quotation for Services, before STANTIVE can make the change. Upon acceptance of the Change set forth in the Form, the client will be required to modify their Purchase Order as requested by STANTIVE. However, if the Change is not accepted by the Client, and such Change does not impact the success of the project, both STANTIVE and the Client will complete their obligations as detailed in the most recent and mutually-approved Statement of Work. Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016 Proposal for Queen's University - Math and Stats Dr. D. Thomson's V20 Servers and Storage Installation/Configuration © STANTIVE technical services inc. March 8, 2016