HomeMy WebLinkAboutIT18-219 - Extension - SoftwareOne, Inc. - Software Assurance Renewal - 06/01/2017 ANT Records Management Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to the City Clerk's Office. All portions are to be completed.
If you have questions, please contact the City Clerk's Office at 253-856-5725.
Blue/Motion Sheet Attached
❑ Pink Sheet Attached
Vendor Name: SoftwareOne, Inc.
Vendor Number (]DE): 138827
Contract Number (City Clerk): IT
Category: License Agreement
Sub-Category (if applicable): Choose an item.
Project Name: Software Assurance renewal
Contract Execution Date: 06/01/17 Termination Date: 05/31/20
Contract Manager: James Endicott Department: IT
Contract Amount: $940.90
Approval Authority: ® Director ❑ Mayor ❑ City Council
Other Details:
software
° NNED
AUG 16 2017
FI NTAIVF- A IT
City Of Kent Cate 08/15/2017
Atln Accounts Payable Customer No. U''.Sr.SCu•t29t.da
Accounts Payable PO No. 338827 OP
220 4th Avenue South Your Reference o—`S"' are .re"'Incas Ren6wrti
Kent, WA 98032 Order No. US-SCO-541208
Accaunl Manager Janice Edwards
Your Contact Person Miriam Gonzalez
E-Mail minam,gonzalezQaoltwareonli
Direct Phone No. *52
Invoice US-PSI-610996
Sell to Addi I'P1303C}419-4gts.Gwit Lice➢se_AAdr@sg
City Of Kent City of Kent City Of Kent
Ann Accounts Payable Infomlebon Technology Alin Accounts Payable
220 4th Avenue South 40D West Gawe Street 220 4th Avenue South
Kent,WA 98032 Suite 122 Kent,WA 96032
KENT,WA 98032
Oeacdphon Language Shipment Oary Ahmmit
Pm. No. henulaclurar Lic Mon. Olulev_ Formal Version OS cry. Unit poicesialk,Tax fU501
PCN ItA1a1A13 - � -
10 9EM-ODP03 WW s Server Steri Core 2 Lic Care U. SL 0&152017
Government 35 Mor4he SA
Miorosah SELECTGCW LEVEL D MNT NON SPEC NanSPeofm 16 53.46 low 5 5.3e
Total USO li Tax e55.36
Tax Amuunl e5 54
Tata1 USO Intl,Tax 940.90
Tax Amount Speclflution
Tax ldimuller TaxX Lima Amount Inv.glad.ease Inv.Olec.Amount Tax aeea Tax Amount
10.09 ass 066.36 0.00 all 16,64
Total 861 856.36 0.00 365.36 05.64
Fi aure N pay this Invoice on or before Me Jim dale,may result In canullatiae,late charges,and/or Internal as Nrtrsr Provided in yourcantmct whir Software One Inc.
Remittance Address nor payments yki by check:Software One,Ina,OEPTCN 1026a,Palatlrle,IL 60056.016E
Make check,payable to SAftwereONE Inc.
Payment Tema 30 Day$Ill
L,_.--,
Bank IMamation HSBC USO.USA-14203 SuBalo,BL2,Acc,NIo 000255319
Rlg,No, 0210010e9.SWIFT.MRMOUS33
SohvareONE Inc Suitel Phone 803 444-9800 var.^;rsoftvrareone mm
20875 Cross,cads Circle Waukesha,WI 53186 Fax:262-317-5554 s Ie,'Awfmareone.com
m v o
y) M LO D)
O
U o� kin W Iq
cc m
O
F-
U F �
N
m m
(0 N
N L o x
C U M a)
O (1) NO w H
d F' 00 U
N 1E
O p LL V (O «
O 0 K 3 mO
N O LH cOM W V1 y F
ap N 'C LO N
00 (_O CD O z N 7
cocG — — 00O w O
(Q (Q U
N aj _
w m 1 C J O C
❑ o M C) m
°1a 4'a °'a c P a m E c
cc
A4 C
cu
AdA O O
a
L m
° °
OL
N
y� V
•, � � O LO Q N
= r Y a �° co c O °�
` 7 _� W Q a) co 00 V N O
U
a@ c o0o �j 0) o
G c 0 «_ a) rn � 0 �_ �y o
N
N 3.. N
` r+ O s O Q
Q O N
Q C O
R Cl) w m QNYd r m
cc
i) co
U U Q) O
h O
{ G) _� O Q Z coo U
> a3 m
U O CO N
Mr"ll a) U7 > > C
N E N G
•® N .V
O 0 � o
Q) a)
a) o o m�
� o m o d
wN Zo " ) cu N C (n NE
V) Q O ) (0r M
l6
c y E �. 3 a0o -
O .a7 O r 0 0) N 4 G1
0
3 E U CCD
.L. O N Q N
LF E wrn >a) O i4To� a)
N :E- c) O_
I)
O B V fN0 Q t
w #r L-F LJ W ido
A +T ID2CY -14Q, (OLA -p 1000 The Software Licensing Experts- �
City Of Kent Date 05/05/2017
Attn Accounts Payable Customer No. US-SCU-129114
220 4th Avenue South Your Reference Software Assurance Renewal
Kent, WA 98032 Account Manager Janice Edwards
Your Contact Person Miriam Gonzalez
E-Mail miriam.gcnzalez@softwareone,com
Direct Phone No. +52
Quote US-QUO-567922
Invoice Addra, ,^ yyygg_�gdrllggg Licence Address
City Of Kent City of Kent City Of Kent
Attn Accounts Payable Information Technology Adn Accounts Payable
Accounts Payable 400 West Gowe Street 220 4th Avenue South
220 4th Avenue South Suite 122 Kent,WA 98032
Kent,WA 98032 KENT,WA 98032
Description Language Amount
Pea. No. Manufacturer Lin Mod, Disc-Lev, Format Version 08 City. Unit PrlceSales Tax (USDI
PCN 9A161A13
10 )EM-00263 Windows Server Standard Care 2 Lic Core Lie SL
Government 36 Martha SA
Microsoft SELECTGOVi LEVEL D MNT NON SPECNan-Specific 16 53,46 10,00 855.36
Total USD excl.Tax 855.36
Tax Amount 85.54
Total USD incl,Tax 940.90
Thank you for your request for quote.
This offer is non-binding,Prices are subject to change if supplier prices or currency values fluctuate,
Please take note of our terms and conditions at www,soflwareone.cam
Payment Terns 30 Days net
Shipping Method Electronic Software Delivery
Quote valid until 05MV17
Prices are based on 30 Days net,FOE SofiwareONE Shipping and Handling and applicable Sales Tax are additional.
All Quotations and Orders are subject to SaftwareONE9 Terns and Conditions and Return Policy.
All products are non-returnable unless otherwise provided for by the Manufacturers Reseller Return Policy,
CONFIDENTIAL INFORMATION:This Quote,and any attachment is intended only for the person or entity to which it is
addressed,and contains confidential andlor privileged Information,Any review,retransmission,dissemination or other
use of this information to persons or entitles other than the intended recipient Is prohibited.
Softwaraii Inc SuiteI Phone: 800-444-9890 wwasoftwareone.com
20875 Crossroads Circle Waukesha,WI 53186 Fax:262-317-5554 sales®softwareone.com
v�vt
TERMS AND CONDITIONS
These Terms and Conditions ("Terms") comprise the terms and conditions under which SoftwareONE will supply licenses and or
Services. You accept these terms on behalf of the entity you represent ("Company') (together with its Affiliates) by either: (i)
physically or electronically signing the Terms, or(ii)placing an order with SoftwareONE on behalf of Company, Upon acceptance,
the Terms will remain in effect until terminated by either party_ Either party may terminate the Terms at any time and for any
reason by providing 30 days prior written notice to the other party, Sections 1, 3, 6, 7, 8, 9, 11, 12, 13, 15, 17, 18 and 19 will
survive any termination of the Terms.
1 DEFINITIONS AND INTEGRATION
In addition to any definitions contained within the body of these Terms,the following definitions apply:
"Affiliates" means any person, corporation or other entity that now or in the future, directly or indirectly controls, is controlled by or
is under common control with Company. For purposes of this definition, "control" means with respect to: (a) with respect to a
corporation, the ownership, directly or indirectly, of fifty percent (50%) or more of the voting power to elect directors thereof, and
(b)with respect to any other entity,the power to direct the management of such entity,
"Contract"means an agreement, an Order Confirmation, a statement of work or similar document for the supply of licenses or the
provision of Services between SoftwareONE and Company.
"Licensor" means the legal entity that is the owner of the intellectual property rights vested in the software with the authority to
define the End User License Agreement("El ), Product Terms ("PT") or other terms and conditions for the use of the software
and licenses.
"Order Confirmation" means SoftwareONE's acceptance of Company's purchase order in writing. Company's order or an
automatically generated response by SoftwareONE do not represent a binding Order Confirmation,.
"Services"means any delivery, installation, configuration, consultation or other professional services as specified by the parties in
a Contract.
"SoftwareONE" means the SoftwareONE entity named in an Order Confirmation or a Contract.
Unless otherwise agreed in writing by SoftwareONE, all licenses and Services are supplied under these Terms to the exclusion
of any other terms and conditions set out or referred to in any document or other communication used by Company prior to or in
concluding a Contract. These Terms will apply to each Contract. In the event of a conflict between the Terms and a Contract,the
Terms will control unless all of the following apply: (i)the Contract clearly identifies the applicable section of the Terms that is to
be modified, and (ii) the Contract clearly states that such provision of the Contract supersedes the conflicting or inconsistent
provision in the Terms. Any other attempt to alter or amend these Terms will be deemed void and have no effect. Any
modifications to these Terms contained within a Contract are effective as to that Contract only and will not modify the Terms for
any other purpose whatsoever. These Terms cannot be modified except in a written document signed by all parties.
2 ORDER AND DELIVERY POLICY
Price quotations and purchase orders are not binding upon either party until an Order Confirmation is delivered. The Order
Confirmation is subject to availability by Licensor. Company will receive the licenses by electronic transmission, electronic access
or download. Company is responsible for the payment of each order it places and all orders by its Affiliates.
3 RETURN POLICY
SoftwareONE will not accept the return of supplied licenses unless such returns are admissible as per the Licensor's return
policies. If the licenses received are not those detailed in the Contract, Company shall inform SoftwareONE no later than 10
business days of delivery.
4 ACADEMIC, NON-PROFIT AND GOVERNMENT LICENSES
Certain products are only available for purchase by qualified institutions, such as educational institutions ("Academic' products),
qualified non-profit organizations ("Non-Profit" products) or government units ("Government" products). By identifying itself as a
qualified institution, Company represents that it is familiar with all of the Licensor's requirements with respect to such product and
that it complies with all of the Licensor's requirements for such Academic, Non-Profit or Government product.
5 SERVICES
5.1 SoftwareONE shall perform the Services with due care and in accordance with the Contracts.
5.2 SoftwareONE will not be required to follow any requests or instructions("Change Request"), which change or supplement
the substance or scope of the Services described in a Contract. If SoftwareONE provides the Services described in a
Change Request, then Company shall pay for such Services pursuant to these Terms and the applicable Contract.
5.3 In the absence of an expressly agreed invoicing schedule, Company shall pay all amounts relating to Services provided by
SoftwareONE at the end of every calendar month in arrears,.
6 PRICING
6A SoftwareONE will provide the price of the licenses and the Services. All prices are subject to applicable sales or value
added taxes- All prices and availability are subject to change unless agreed upon through a binding Order Confirmation or
a Contract signed by both parties.
6.2 If Services, including subscription Services, for Company are performed by a party other than SoftwareONE, the fee for
such a Service will be determined by the entity performing the Service. Such fees are not always fixed and may be subject
to the usage of the Services by Company. Company shall accept the billing model and will pay the fee in accordance with
the deadline specified by the third party. Company is solely responsible to ensure that it understands the billing model
offered by the third party.
1
VNG
7 TAXES
Company shall timely calculate and pay any withholding taxes, import taxes, levies and duties based on cross-border
transactions, including those resulting from transactions where SoftwareONE and Company are tax residents of different
countries. If Company is required by law to deduct or withhold any taxes from any amount payable on a cross-border
transaction, the amount payable will be increased) so that after making all required deductions and withholdings,
SoftwareONE receives an amount equal to the amount it would have received had no such deductions and withholdings
been made.
S WARRANTIES FOR LICENSES
Company acknowledges that SoftwareONE only delivers licenses to software from third party Licensors. Such third party licenses
will be distributed by SoftwaYeON.E.subject to the applicable EIdLA and PT of the software Licensor, which may contain a limited
warranty from Licensor. Warranty terms and periods vary by Licensor and product. All of Company's rights and remedies with
respect to an Order Confirmation,purchase,possession,use of the products,and all maintenance,update warranty,IiabiMity,and
any other obligations related to the products will be governed by the applicable policies and procedures of the Licensor stated in
the ELLA, PT or other documentation provided by Licensor. Company acknowledges that It will be required to enter into a ELLA,
PT or similar end user agreement with the Licensor as a condition precedent to using Licenser's software The EULAIPT or
similar agreement will outline all warranties and representations offered by the Licensor to Company with respect to the
licenses purchased.SoftwareONE does not make any representations orwarranties relating to any software.
9 NO WARRANTIES FOR THIRD PARTY SERVICES
All third party services distributed by SoftwareONE are delivered with the service provider's limited warranty. The warranties for
third party services that are not performed by SoftwareONE will be governed by the applicable policies and procedures
of the service provider.SoftwareONE does not make any express or implied warranties for third party services.
10 WARRANTIES FOR SOFTWAREONE SERVICES
Any Warranties for all Services performed by ScftwareONE will be stated in the applicable Contract and will apply only to the
Contract in which they are contained.
11 ORGANIZATION AND AUTHORITY
Each party represents that: (i) they are a valid legal entity in good standing under the laws of the jurisdiction in which they are
organized; (li) they have full power and authority to enter into these Terms and any Contract, which will create a binding
agreement between the parties, and (iii9 the performance by the parties hereunder will not violate any obligation or duty owed to
a third party.
12 DISCLAIMER OF WARRANTIES AND DAMAGES; LIMITATION OF LIABILITY
12.1 Except as stated herein, SoftwareONE hereby disclaims all warranties of any kind, express or implied, including
any Implied warranties of merchantability,fitness for a particular purpose and non-infringement. In no event shall
SoftwareONE, its shareholders, directors, officers, employees or other representatives be liable for general,
indirect,consequential,or punitive damages related to any product sold.
12.2 SoftworeONE's liability for any damages relating to licenses or Services available through SoftwareONE are
limited to the value of the amounts paid by Company under the Contract for such licenses or Services over the
last twelve calendar months preceding the incident giving rise to the damage. In no event will SoftwareONE be
liable for any incidental, consequential,.. special, punitive or indirect damages of any kind, including damages
resulting from delay,loss of profits,lost business opportunity,loss of content, interruption of business or loss of
goodwill,which may arise in connection with or pertaining to these Terms or any Contract,even if such party has
been notified of the possibility or likelihood of such damages occurring under any theory of law(including tort or
other theory).
12.3 Company agrees that any Contract or other document relating to the purchase of licenses.or Services submitted
to Software ONE that includes any warranty to Company or that includes language that may create a liability for
SoftwareONE, or conflicts with these Terms, Is void and of no effect, unless It complies with the integration
requirements stated in Section 1.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 Nothing in these Terms provides Company any right, title or interest in or to any intellectual property comprised in the
licenses or the Services,which will at all times remain the property of SoftwareONE or of the Licensors, as applicable.
13.2 Company acknowledges that the EULA/PT or similar agreement will outline all usage rights offered by the Licensor to
Company with respect to the licenses purchased,.
13.3 Company represents and warrants that it is buying the licenses for its own internal use and not for resale.
13.4 In the event of conflict between these Terms and the EULA/PT or similar agreement regarding the scope of the intellectual
property rights, the warranties and representations conferred to Company,the EULA/PT will prevail.
14 SUPPORT
SoftwareONE will not provide any technical support, unless expressly provided in a Contract.
15 NET 30 DAYS PAYMENT TERMS
15.1 If payment terms are not indicated in an Order Confirmation, invoices are automatically due 30 calendar days following the
Invoice date,
15.2 If Company does not pay the amounts owed in a timely manner, then Company shall pay interest charges and late
payment fees on the outstanding amount, without any written demand or notice of default being necessary. All past due
amounts will bear interest at the lesser of 11/2% per month or the highest rate allowed by law, until the invoice is paid in
full,
2
15.3 Company shall pay all charges incurred by authorized users of its account, by credit card, by wire transfer or other similar
payment mechanisms in effect. To the extent permitted by applicable law, SoftwareONE may require Company to pay
transaction charges levied by credit card issuers relating to purchases. Company shall reimburse SoftwareONE for all
bank fees relating to checks, credit card or bankcard sales drafts returned by the Company's bank or card issuer.
Company shall pay all attorney fees, court costs, collection agency fees, or any other costs incurred by SoftwareONE in
collecting any overdue amount owed,
16 FORCE MAJEURE
SoftwareONE shall not be liable to Company for any loss or damages which may be suffered by Company as a direct or indirect
result of the supply of licenses and Services by SoftwareONE being prevented, hindered, delayed or rendered uneconomic by
reason of circumstances or events beyond SoftwareONE's reasonable control including but not limited to acts of God, war, riot,
strike, lack-out,fire,flood,and storm.
17 CONFIDENTIALITY
Subject to applicable law or regulation, the parties shall maintain the confidentiality of any Confidential Information and shall not,
without the prior written consent of the disclosing party ("Discloser'), disclose such confidential information to any third party
(excluding affiliates). "Confidential Information" means any information that is designated as"Confidential" by the Discloser or
that the receiving party ("Recipient") should reasonably believe to be confidential given the circumstances. Confidential
information excludes any information that: (i)is known by the Recipient prior to disclosure; (ii)becomes publically available through
no fault of the Recipient; (iii) is disclosed to Recipient by a third party with the legal right to make such disclosure, or (iv) is
independently developed by Recipient without use or reference to the Discloser's Confidential Information.
18 JURISDICTION AND GOVERNING LAW
In case of any controversy or dispute, SoftwareONE, Company and/or the Affiliates shall discuss the matter in controversy or
dispute and make a diligent effort to find an amicable solution_ If the dispute is not resolved by finding an amicable solution, all
disputes arising out of or in connection with these Terms or their validity will be finally resolved by the courts of the state/country
in which the offices of the SoftwareONE Affiliate entering into the Contract are located. The United Nations Convention on the
International Sales of Goods will not apply to these Terms or any Contract.
19 GENERAL
19.1 The invalidity or unenforceability of any provision of these Terms will not adversely affect the validity or enforceability of the
remaining provisions,
19.2 All notices and other communications required or permitted to be served or given shall be in writing,.
19.3 The failure of SoftwareONE to enforce the terms of these Terns does not constitute a waiver of it and will in no way affect
the right to later enforce such terms.
19.4 Any heading, caption, or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way
defines or explains any paragraph or provision hereof.
19.5 These Terms may be executed in any number of counterparts, which taken together will represent a single document.
Digital, facsimile, and other electronic signatures will be deemed to be originals and will be enforceable between the parties.
19.6 These Terms together with the Contracts, represent the entire agreement between the parties regarding the subject matter
hereof, and supersede all other agreements and understandings.
3