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HomeMy WebLinkAboutIT15-103 - Original - ePlus Technology, Inc. - 2015-16 ePlus Site Recovery Manager Purchase - 04/07/2015 i e? rf KE NOT �a T ePlu� Q f [document men W A9 HINOiON � n�}' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: ePlus Technology, Inc. Vendor Number: 872028 JD Edwards Number Contract Number: IT ils - i6 This is assigned by City Clerk's Office Project Name: 2015-2016 - ePlus Site Recovery Manager (SRM) Purchase Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract j ❑ Other: Contract Effective Date: 4/7/2015 Termination Date: 4/8/2016 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $76,772.49 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 ePlus Technology,inc. (`°ePlu0) 13595 ADulles'A'echnology Arrive 703-984-8400 o 703-984-8865 FAX Terms and Conditions of Purchase Agreement Date 2/24/15 Customer Name(exact legal name)City of Ken DBA Name Headquarters Address 220 S. Fourth Ave. City Kent _ State WA Zip 98032 Phone Number 253.865-4600 By signing below,the officer or Principal of Customer agrees to the terms and conditions of this Terms and Conditions of Purchase Agreement. Date: �` - Signed: ,- ttz' Printed Name and Title of Officer o apar �5-t E ' t� ~+% By signing below,the officer or Principal of ePlus_agrees to the terms and conditions of this Terms and Conditions of Purchase Agreement. Date: 7i(v<�IS�Signetl: G�.ta'� �Y Printed Name and Title of Officer or Principal: ✓Ism/ iUf�✓C,r-rz�'n. , {-yl' Terms and Conditions of purchase t. By signing this Terms of Purchase (°Agreement"),the customer agrees that absent a separate Written agreement mutually executed by the parties,the terms and conditions will be Incorporated in any contract for provision of product and/or service by ePlus. 2, Orders are not binding until accepted by ePlus. As order delivery times are estimates only, ePlus is not liable for any delays that are beyond its control. Approvals for order cancellatlons,suspensions or alterations are subject to manufacturer policies and guidelines and ePlus' ability, pursuant to those policies and guidelines, to cancel/suspend order(s) to its suppliers. Prior to the shipment of products, except for products that have been irreversibly configured or customized, Customer may cancel, suspend or alter all or a portion of an order. 3. Title to product is retained by ePlus until the product is paid for in full by the customer at which time title will pass to customer, Subject to full and final payment and except for any confidential or proprietary materials in which ePlus or its supplier(s)has a pre-existing intellectual property interest ("Existing Materials"), any and all deliverables provided as a result of the performance of services (the"Work Product"), shall be deemed to be a"work for hire'. To the extent that Existing Materials are incorporated in Work Products, ePlus grants to customer and its Affiliates a royalty-free, irrevocable,worldwide, non-exclusive, perpetual fight to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials,with full rights to authorize others to do the same but subject to supplier restrictions and only to the extent required to utilize the Work Product in accordance with the ownership rights granted in this Agreement. Loss or damage that occurs during shipping by a carrier selected by ePlus shall be ePlus' sole responsibility; loss or damage that occurs during shipping by a carrier selected by customer shall be customer's sole responsibility. Customer should save the product and the original box/packaging and notify ePlus to arrange for a carrier inspection and a pickup of damaged products. Please notify your account executive of any damaged shipping containers WITHIN THE FIRST TWO (2) DAYS of receipt. Two (2)days is considered a reasonable period of time to conduct the visual inspection of the shipping container. Customer also shall notify ePlus of any order shortages or any concealed damages within seven (7)business days. These notification timeframes are necossary so that ePlus may assist customer on a timely basis in obtaining the benefit of any manufacturer warranties as well as filing any shipping claims with the carrier,as applicable. 4. Unless otherwise agreed to under separate contract, payment terms are net 30 from date of invoice. Customer shall bear applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), Unless specified, prices do not include tax, shipping or handling. Tax exemption certificate must be supplied prior to shipment if they are to be honored. Late payment charge of 1.5 % per month, or the maximum amount allowed by law(whichever is less), will apply to any amount not received by the due date. In the event ePius must resort to collection, Customer will be responsible for all collections costs, including legal fees. If the"Bill To' party is different from the "Ship To"party, the"Ship To" party is responsible for all payments and late charges if the"Bill To" party falls to make payment. Any communications concerning disputed debts, including any instrument tendered as full satisfaction of the disputed debt, are to be sent to the Office of General Counsel,ePlus Technology,Inc., 13595 Dulles Technology Drive, Herndon,VA 20171, 5, Approvals for unused, unopened returns are subject to manufacturer return policies. Such products must be complete and in manufacturer's original packaging, with no visible damage. ePlus will not be required to accept any return of sold products without an approved return merchandise authorization ("RMA") number, which may be obtained by contacting the customer's ePlus account executive, A RMA is valid for (10) days from the ePlus issuance date, unless other arrangements are made between the parties at the time of ePlus' RMA approval. The ePlus RMA number is to be clearly noted on a shipping label affixed to the outer shipping box and any 03113 items received into an ePlus return facility without an RMA number or after the elapsed time period will be sent back to the customer at the customer's expense, unless otherwise agreed to under separate contract. Except in the event of an ePlus or vendor error, customer will be responsible for shipping charges associated with any products being shipped for return, exchange or replacement. Returns must be made via an authorized carrier that allows the package to be tracked and customer must insure all returned products. At ePlus'discretion, restocking fees may be charged for items which do not qualify for return under this policy. Some manufacturers require that defective or Dead on Arrival (DOA) products be returned directly to them, or they may limit the timeframe in which products can be returned;therefore, products that are inoperable at initial use may be eligible for DOA return to or replacement by the manufacturer, subject to the manufacturers product defective/DOA return policies. If the product is not returnable under manufacturer guidelines, ePlus will repair or replace the product through the manufacturer's warranty. Customer should contact its ePlus account executive for further details on the manufacturer warranties. ePlus technicians test products returned as DOA or defective. Products found not to be defective may be subject to return at the customers expense. In any event,ePlus will work with its vendors to facilitate returns for the customer. B. ePlus or its supplier will pass through to customer any and all applicable hardware or software product warranties of the manufacturer, as ePlus does not provide warranties on products which it does not manufacture, whether with respect to its design, performance, ! specifications,functionality or compatibility with customers system. No statement or affirmation by ePlus or its agents, by action or word, shall constitute a warranty and the customer is to rely solely on the manufacturers' warranties. ePlus will not be liable for any damage, j loss, cost or expense for breach of warranty. As ePlus has no control over the manufacturing of the products sold herein, it cannot and does not indemnify customer for claims by third parties that products infringe any patent, copyright, trademark or trade secret. EPLUS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES INCLUDING,WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER, HOWEVER, DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY. Customer agrees to abide by all product licensing provisions or end user agreements imposed by the manufacturer or publisher. Notwithstanding the above, in the event ePlus performs services hereunder, ePlus warrants and represents that such services will be done in a skillful and workmanlike manner according to those Industry standards generally j prevailing among consultants performing similar services under similar circumstances. 7. EPLUS' LIABILITY TO CUSTOMER WILL BE LIMITED TO DIRECT DAMAGES,WHICH WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO EPLUS FOR THE PRODUCT(S) OR SERVICE(S) INCLUDED IN THIS ORDER. IN NO EVENT SHALL EPLUS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO CUSTOMER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY CUSTOMER TO THIRD PARTIES, EVEN IF EPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. 8. This Agreement authorizes ePlus to investigate all credit references and any other matters pertaining to the customer's financial responsibility. Customer grants ePlus a purchase money security interest in all equipment ePlus provides to customer hereunder, as permitted by law. Where customer indicates how to apply payment, each payment for each item of equipment shall be applied to that item of equipment only. Upon payment in full for any item of equipment and any interest applicable to it,ePlus' security interest in that item of equipment shall be released automatically. If customer does not indicate how to apply payment, ePlus reserves the right to apply payments to customers balance at its discretion. Customer agrees that, upon execution of this Agreement, ePlus may file financing statements in such places as are necessary to perfect its security interest. 9. "Confidential Information" means these terms and conditions and any related documents delivered hereunder, together with all data, reports, compilations, pricing and evaluation of all or any portion of the transactions contemplated hereunder, except for information that (1) becomes publicly available other than through a breach of these terms and conditions; (2) is lawfully received by the receiving party from a third party without breach of these terms and conditions, provided that the receiving party is not obligated under separate agreement to hold such information in confidence; or (3) is independently developed by or for the receiving party without access to Confidential Information. To the extent required by law,the parties agree,for a period of three(3)years after the expiration or termination of these terms and conditions, to protect each other's Confidential Information from unauthorized disclosure to any third party. Confidential Information must be in writing or other tangible form, marked with an appropriate legend. If not in written or tangible form, it !, must be identified as confidential at the time of disclosure and summarized and delivered to the other party within a reasonable time following disclosure. 10. Customer agrees to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export the product(s) in violation of any such restrictions, laws or regulations, or without all necessary ! approvals. In addition to the other legal and regulatory compliance requirements, and not in limitation thereof, customer and ePlus represent and warrant that they are knowledgeable about and agree to comply with the economic and trade sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including all implementing Executive Orders and regulations, and will maintain compliance with such laws, Executive Orders and regulations. 11. These Terms and Conditions represent the complete and final agreement between the customer and ePlus for the matters set forth herein, and shall be supplemented or superseded only upon the mutual written consent of both parties.. Terms contained in customers purchase orders, offers to buy, terms and conditions, and the like shall have no effect. This Agreement shall be governed by the laws of the State of Washington and any dispute shall be decided under the venue, rules,and jurisdiction of Washington state courts. 03113 F- c = � •a r O v N w $a v n 4 PW I- Y is ,,- co o 8: H O •- N N WN 4 N W Z5Cc o N w O Cu O O N 3 o O p U a E m FV c U z`e v o c �- N v � v _ N m Yc E °w w r w rt" 9 E ro 10 r rrOi .wn 3 ° F 0 o Y Z n "O W n Y ¢ w � o F- INN w m 738 NFt ui O > J) w � E ww el Zw N "9:8 m Oti o m C)OdO F- Omo m ►� ((Y K o S v 3 v v v .� �a °m 4� U U T y E d E U V« ry R P7( O ro ro m a u v F ai CT) F a 3 . . . . . . . . . . . . . . . . , / � � \ � \ : ) � / § ® � - « a % \ / ) \ _ ) ) - 0 y g m - a co $ # / / { j - a / / ( ) CO ) / k § / { } / f \ ) { / § § » . § ) ] a)E 0 m 7 0 0 0 > a) A 0 ( E « a & / 2 \ / E { / 7 / } 2 \ a { t Q a s E 2 a q, 0 § \ � Z" (D k \ - o , 4 < R - \ x - � \ \ \/ > � * / ) L \ \ \ \ \ \ \ > � k ( � : \ 6 7 { : C) \ .� [ � � D } \/'a r \ g { k �� � \ \ \ \) « E (D a § c = 2 oE7 # % © G } ; [ { \ 0 { } \ / j „ < / REQUEST FOR MAYOR'S SIGNATURE T Please Fill in All Applicable Boxes Routing Information (AL.L. REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator: lames Endicott Phone (Originator)_-. 253-856-4620 Date Sent: 3/18/2015 Date Required: 4/8/2015 _ Return Signed Document to: Heather CONTRACT TERMINATION DATE: 4/8/2016 Hale _ ---- VENDOR NAIVE; ePlus Technology, Inc_ DATE OF COUNCIL, APPROVAL: 4/7/20.15 Brief Explanation of Document: 2015 - 2016 ePlus - VMWare SRM Purchase (4/7/2015-4/8/2016) This contract provides the necessary software licensing to replicate the city of Kent's virtual production servers (In the Primary Data Center at Station 74) to the backup data center (City Hail). This functionality provides better business continuity for the City's primary application servers. PO#121973 is for the amount of $76,772.49 IT Capital Budget funds are earmarked for this expenditure. All Contracts Must Be !Pouted Through The Law Department jkis area to be cor`npleted by the law Department) Received: g Approval of Law Dept.: L ur _ 3 i i• L Y � �4}L Law Dept. Comments E , Date Forwarded to Mayor: 4 .Shamed Areas To Be Completed By Administration staff Received: Recommendations and Comments: f Disposition: rr l Date Returned: