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HomeMy WebLinkAboutIT18-091 - Original - ePlus Technology, Inc. - Okta Single Sign-On - 01/25/2018 Reco rds Mnr 0 "k;�KETN WA3 H I SOTO N lrr�ent 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: I I �s -019 This is assigned by City Clerk's Office Project Name: Okta Single Sign-On Description: El Interlocal Agreement F1 Change Order El Amendment [Z Contract El Other: Contract Effective Date: O�1/25/18 Termination Date: 01/24/19 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $5,471.42 Approval Authority: [:] Department Director M Mayor F-1 City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 o o d ^NfM,m o p v e e e 0 R°i a n a+in Im1: QJ OC9 � ti v W Q 0 0 M O Q�v ui IL a a a w A c � � a rwt O m c om a a "e 0 o 5 C O U U U Uzi2 m V rh W !V am— LLI id LL- ri 9o0co ca W {{1 Z ^ k1 emn �i > 00 C V m O Q a ZWn lQo U QQ A �O , Z W m ti E E g F x W 8 S.� 00 W sn(a:)< a& finQ zZW3 JWUJG Z W y7 W a » �{a_j0stoo N�WW V� E$ e� o tACACL0 v19 V� Qa V no: OM c PPP s j k:tU Rag r yvpN U. a Z ����E �U W aQQQ $ � z C., v°, 0000 W ao E e oc' $ x � � QLL Q m N ... 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Z w q „� �ffr F a C r' to C1 � O r� E&,%fir,LLJ � j '4 C] N N r LL2 C7 /� u� O caavi'��1/ q ur E ry 5 / 1- W m 0 n� o C7 / li CV W 2 SD a- ELC �l.+Tr7 G C AS m yV N co GO ui FL 2 4" l ry, L y '#� // Fes-- py/ 4 +li r �y •�• 4 V" AS g N c 0 agy Y z ~ p fl 07 `s Z'2:' ro ZE Terms and Conditions Page 1 of 7 Where Technology Means More19 Terms and Conditions Terms & Conditions for Website Use Customer Terms and Conditions for Products and/or Services ePlus Technology as Buyer - Purchase Order Terms & Conditions 1.APPOINTMENT OF RESELLER.The party furnishing the products or supplies under this order (the"Seller") and ePlus Technology, inc. ("Buyer") hereby agree to these terms and conditions,which will be incorporated by reference into any purchase order ("PO") or contract for acquisition of product and/or service (collectively the"Product") by ePlus. Seller hereby appoints Buyer as a non-exclusive reseller of its products and/or services,and grants to Buyer and its affiliates the right to resell the products and services to end-user(s). 2.ACKNOWLEDGEMENT OF DELIVERY. Seller shall promptly process POs and forward complete information with respect to delivery and/or installation of Product to Buyer.If such is not received by Buyer within 30 days from the date of the PO, Buyer shall have the right to cancel the PO. No liability hereunder shall result to either party from delay in performance, non-performance, or non-acceptance of delivery caused by circumstances https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 2 of 7 beyond the control of the party affected including,without limitation,acts of God,fire, flood,war, government regulations,directions or requests, accidents or labor strikes or interruption. 3.PRICE, PAYMENT, and TAXES.The total price of Product, including,without limitation, such items as transportation charges,taxes to be paid by Buyer and all other costs applicable in such transaction shall be as set forth in the PO.The prices granted by Seller to Buyer are comparable to or better than the prices offered by Seller to similar Buyers. If Seller shall enter into an arrangement with any other buyers that provides lower discounts or prices, Seller shall immediately offer the same to Buyer and agrees to enter into any requisite contract,amendment or other document to effectuate the same. Seller acknowledges that it shall bear all risk of loss with respect to such Product until such acceptance. Payment shall be made upon invoicing Buyer 45 days after Buyer's receipt of such notice of acceptance. Unless otherwise contracted in a separate active agreement, Buyer will receive a two (2) percent discount if the invoice is paid within fifteen (15) days of receipt of invoice. Buyer may also elect to remit the invoice by credit card. Seller agrees to report and pay to the appropriate taxing authority any and all taxes (including penalty and interest. if any) assessed against the manufacture and/or sale of Product 4.SHIPMENT, DELIVERY, INSPECTION.Time is of the essence.Seller shall immediately notify Buyer in the event that Seller's timely performance under the PO is or is likely to be delayed. Such notice shall not constitute a waiver by Buyer of any of Seller's obligations hereunder.All Product delivered to Buyer shall be F. 0. B. Buyer's ship-to address set forth in the PO without charge to Buyer for crating or storage;otherwise, Seller will drop ship Product to the address specified on Buyer's PO. End user license agreements, if applicable, shall be shipped by Seller with the Product and Buyer will not alter or remove such end user license agreement.All customs,duties,costs,taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be paid solely by Seller. Buyer may reject any portion or all of any shipment of non-conforming products within 60 days of receipt and may return such rejected products to Seller for, at Buyer's sole option, replacement, refund,or credit. Payment to Seller for Product prior to timely rejection shall not be deemed as acceptance by Buyer and shall be subject to adjustment for errors, shortages,defects, or other failure of Seller. Buyer may cancel PO at any time prior to shipment. No Product(s) received by the end user shall be deemed accepted until the end user has had a reasonable opportunity to inspect the Product,which shall be no less than 30 days. Buyer may revoke acceptance if(1) acceptance was reasonably induced by the difficulty of discovering the non-conformity or by Seller's assurances of conformity or cure and (2) acceptance is timely revoked. 5.RETURNS.When a nonconforming Product is discovered by Buyer's end-user, Buyer shall have 30 days from notice by end-user to,at Buyer's discretion,obtain a replacement, refund or credit. If the Seller fails, neglects or refuses to do provide a replacement where so https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 3 of 7 elected,the Buyer or end user shall then have the right to procure a corresponding quantity of such Product(s),and deduct from any monies due or that may thereafter become due to the Seller, the difference between the price stated in the PO and the actual cost thereof to the end user. &WARRANTY. Seller warrants and guarantees that the Product sold to Buyer hereunder shall be fit for the purpose and use intended, and shall operate and function satisfactorily and reliably. Seller further warrants that title to the Product is fee and clear of all liens and encumbrances, and, unless noted in the PO,the Product is newly manufactured tangible personal property eligible for depreciation deductions available under the Internal Revenue Code of 1986,as amended.Seller further warrants and agrees that Product shall in all respects comply with any warranties and representations as to kind,quality,and description made by Seller.Seller agrees to provide and maintain adequate service on Product sold hereunder in accordance with Seller's published terms or any representations made by Seller. If any Product is found to be defective in material or workmanship, or otherwise not in conformity with Seller's published specifications,warranties and/or representations, Seller agrees on receipt of such notice from Buyer to promptly cure such defect or non-conformity. Should Seller fail promptly to cure such defect or non-conformity, Buyer shall have the right in addition to any other rights which it may have hereunder or by law,to reject or to revoke acceptance and return such Product at Seller's expense. Seller shall bear all risks after notice of rejection or revocation. In the event that Buyer is named or joined in a lawsuit by any third party alleging any claims relating to the Product, Seller agrees to defend, protect and save Buyer harmless,on an after tax basis,from all damages,claims and demands resulting therefrom,and covenants that Seller shall, upon request, defend or assist in the defense,at Seller's expense, of any such lawsuit. Seller waives any security interest it may have in the Product, agrees that Buyer has not granted and shall not grant any security interest in the Product to Seller. TINDEMNITY.Seller guarantees that the Product sold hereunder,and the sale to Buyer shall not infringe any U.S.or foreign patents or copyrights, and Seller agrees to defend, protect and save harmless Buyer against all suits and from all damages, claims and demands resulting from such alleged infringements, and covenants that Seller shall, upon request,defend or assist in the defense,at Sellers expense, of any such suit. Seller agrees to indemnify Buyer against all loss on account of claims of injury to persons (including death) or damage to property which may result in any way from malfunction of Product or otherwise from any act or omission of Seller, its agents or employees.Seller represents and warrants that there are not claims or liabilities for royalties, license of any other encumbrances on the products supplied hereunder,and Seller shall indemnify,defend and hold Buyer and its affiliates,officers,directors,agents,employees, successors and customers harmless against any such claims and liabilities. Seller shall indemnify, hold harmless,and defend Buyer against any alleged or actual defect in any products; all loss https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 4 of 7 liability and damages arising from acts or omissions of Seller's agents,employees or subcontractors; and all claims of infringement of any patent,trademark,copyright or misappropriation of any trade secret or infringement of any other intellectual property right. Seller shall maintain such public liability, property damage and employer's liability and compensation insurance as will protect Seller and Buyer from said risks and from any claims under any applicable Worker's Compensation or Occupational Disease Acts. &BUYER LIABILITY TO SELLER IS LIMITED TO DIRECT DAMAGES,WHICH WILL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE PRODUCT. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS OR ANY PO, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY SELLER TO THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT;AND SHALL APPLY WHETHER BASED UPON PRINCIPLES OF CONTRACT,WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. 9.CONFIDENTIALITY."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.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. 1 O.COMPLIANCE WITH LAWS. Seller 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 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, Seller represents and warrants that it is knowledgeable about and agree to comply with the economic and trade sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 5 of 7 Treasury, including all implementing Executive Orders and regulations, and will maintain compliance with such laws, Executive Orders and regulations. Seller agrees and warrants that all Product sold hereunder shall be produced and sold in full compliance with all applicable Federal,State, and local laws and regulations including,without in any way limiting the generality of the foregoing,the requirements of the Federal Fair Labor Standards Act of 1938, as amended. 113ERMINATION. If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller,or a receiver for Seller is appointed or applied for,or an assignment for the benefit of creditors is made by Seller, Buyer may terminate any PO by written notice to Seller,without liability except for Product previously delivered and/or installed (as applicable) and accepted by Buyer. 12.EQUAL EMPLOYMENT OPPORTUNITY. During the term of this PO, Seller will not discriminate against any employee or applicant for employment because of race, color, appearance, religion,sex or national origin.Seller will take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race,color, religion,sex or national origin. 13.RECORDS.Seller shall,at no cost to Buyer, maintain records sufficient to substantiate the accuracy of invoices, deliverables and Services performed hereunder (collectively "Records"). Upon prior written notice,Seller will provide to Buyer, its agent, or authorized representative access to such Records,so that it may verify compliance of Seller in performance under this Agreement, or to enable Buyer to meet applicable prime contract, legal or regulatory requirements. Seller shall,at no cost to Buyer, maintain and make available to Buyer all Records for a period of at least three (3) years after the date of final payment by Buyer to Seller or longer if required by law. Buyer shall have the right to audit any and all records of Seller relating to this Agreement and any PO hereunder.Seller agrees that such records will be available for audit by Buyer or its agents during normal business hours upon reasonable notice. If discrepancies from these terms and conditions are found, Seller shall reimburse Buyer for (i) discrepancies and (ii) audit costs if discrepancies are greater than five (5) percent of the PO amount. Reimbursements will be made within thirty (30) days after completion of the audit. 14.COMPLETE AGREEMENT.These terms and conditions incorporate all representations, promises and statements made in connection with this purchase of Product and the negotiation thereof and no such representation, promise or statement not contained herein shall be binding on the parties.These terms and conditions may not be varied or altered nor the provisions waived, except by agreement in writing executed by duly authorized agents of both parties.Any conditions of sale appearing on Seller's order acknowledgement or invoice which may conflict with the conditions of these terms and conditions shall be deemed omitted, modified or altered to conform hereto, unless such https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 6 of 7 conditions, modifications or alternations are agreed to in writing by both parties as aforesaid.Conditions of this PO and/or terms and conditions shall also be binding upon and inure to the benefit of Seller's and Buyer's respective executors,successors, legal representatives and assigns. 15.GOVERNING LAW.These terms and conditions shall be governed by the laws of the Commonwealth of Virginia and any dispute shall be decided in its state or federal courts unless Buyer,at its discretion,elects to file suit (1) where the Seller has an office or property (2) where the Products were delivered or (3) where the Products are located.Seller agrees to submit to jurisdiction and venue of the state and federal courts in each of the above locations. IGX Global - Terms And Conditions For Purchasing Products And Services Code of Conduct Version History Introduction Compliance with Laws, Rules and Regulations Ethical Reporting Our People Working with Others https://eplus.com/terms-and-conditions 2/21/2018 Terms and Conditions Page 7 of 7 Conflicts of Interest Confidential and Proprietary Information Protection and Proper Use of Company Assets How To Report Possible Violations ©2000-2018 ePlus inc.-All Rights Reserved I Terms and Conditions I Privacy https://eplus.com/terms-and-conditions 2/21/2018