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HomeMy WebLinkAboutIT14-094 - Extension - Solarwinds - End User License Renewal - 05/28/2018 �OT 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: Solarwinds Vendor Number (]DE): 359394 Contract Number (City Clerk): _.._. _._� � Gw"__ _...........". ^................................._...._......... __ Category: License Agreement Sub-Category (if applicable): Choose an item.,,, Project Name: Network Monitoring mm License Renewal Contract Execution Date: 05/28/18 Termination Date: 05/27/19 Contract Manager: James Endicott Department: IT Contract Amount: 28771.60 _ Approval Authority: ❑ Director ® Mayor ❑ City Council Other Details: Ties with IT16-220 REQUEST FOR MAYOR'S SIGNATURE ' KENT Purchase Order Only - Print on Yellow Paper Please Fill in All Applicable Boxes ALL REQUESTS ARE ROUTED DIRECTLY TO THE MAYOR AND RETURNED TO THE ORIGINATING DEEP ENT DO.NOT.ROUTE TO CLERK'S OFFICE Approved by pim Originator:James Endicott Phone (Originator): 253-856-4620 Date Sent: 04/12/2018 Date Required: 04/18/2018 Return Signed Document to: Lynnette Smith Contract Termination Date.,05/26/2018 VENDOR NAME: Date Finance Notified: Solarwinds, Inc. (Only required on contracts tJ4/11/2018 $10,000 and over or on any Grant) DATE OF COUNCIL APPROVAL: 12/15/2016 Date Risk Manaqer Notified: 04/11/2018 Specifically Authorized in Budqet? (*)YES O NO Account Number: 52001740.64830.1800 Brief Explanation of Document: Annual renewal maintenance for Solarwinds, Inc. - Network Monitoring System Terms: 05/28/2018 - 05/27/2019 PO 144767 Cost = $28,771.60 Approved in the 2017-2018 IT Maintenance Contract budget Shaded Areas to Be Completed By Administration Staff Received: Recommendations and Comments: Disposition:S$Yyl(�Y, jb dfKS Date Returned: C( -��— vi mmu vnnmaai honrm in nrryian�a aY'�x Jgmununa quo w u r,o r� Y N W O (Op ai C ui m r M iti O (O co M W W M (D ro r CD ({) V O V (O a M m M r Lr) rl- YO (O N CO F N N N o 0 0 0 0 0 0 0 0 N � v N L o 0 0 0 0 0 0 0 0 •• x C U O Y O O O O O O O O O f6 N O O O N co CO N O L6 . F O a_ h M V 01 O N M O •• i U O C7 CJ r L H m o W N N F - O >.Ln N o 0 0 0 0 0 0 0 0 (cc6 w N' M Z ; o 0 0 0 0 0 0 0 0 V C M C Y M V co W O N Uf N N O 0 T — L � E O V V M 7 N (NO N M LO ' N N ' N T r r M ce (C m maax � j , co v r M r r r r r co O 0 0 > rn � ¢ a cn Mr N O O C 3 0 o o r a m >. m m u, m o v N o a n v co Y 3 CO C 00 7i o c E o Y O pq� Y L co Q J Q X .N N C LO O L m m . m i n E Y m N Co LO 'C � m n 3 � n o B a � N O m N CO00 0 o � 0 O 7 0 V N O 0 (D rn G % o g Q �, O' ci O m Syr Q O N _ OU N C O _ N N Q p] U N N L F S cO F n 0 N N U y L � a w N a 0 o 0 0 cn .�. _ m 3 LL 3 m O O � 0 0 .mom. 0 Q > m Z Z Z N t O kF G1 N -No a -No -moo a a o a v N U a 0 '6 = a .E o 0 0 0 0 0 o 0 0 `m U N rn N N co V) to (n ul U) •� O O � a � � >� OJ 9 C o d O ( i N Y O 6 L uj c N W C m N E U w a O t h (o U O 65 CD U E U C (D O N M N M Q V O a) < O W f� D7 N mCL O cp O O 0 y L a a) CL - (D L O ._ to •- O O '= C C L R F- 0 0 U) C V (n Y J r N M a �n co n M rn Q v 4�- -2,511�Cl y- _PD&_ Gonzalez, Marta Ci From: SolarWinds Renewals <renewals@solarwinds.com> Sent: Friday, March 2, 2018 1:06 AM To: Endicott,James; IT Maintenance Contracts; Palmer, Quenten; Hirschi, Galen; Campbell, Rick, KTown IT Subject: SolarWinds Maintenance - Action Required (SW405079) MQuote PO BOX', 730720 Date 5/1/2018 Dallas TX 75373 Quote # QN1014058 United States Expires 5/15/2018 866.530.8100 Currency USA htt62ILSaIarWipdrcom Customer ID SW405079 Bill To Quote To Address End Customer SW405079 City of Kent Accounts Payable Information Technology City of Kent City of Kent 400 West Gowe Street 2204th Avenue South suite 122 Kent WA 98032 Kent WA 98032 United States United States CIO IIIIIII uu „ , III Ihll I' II 7, ,,,. ur . :,:, �^ d m .0 ;:, . ., :,:,II I m18296 SolarWinllldl is llWeb Help Desk Per Technician License 34 018 5/27/2019 108.00 3,672.00(31 to 40 named users) - Annual Maintenance Renewal 18182 SolarWinds Engineer's Toolset Per Seat License- 1 018 5/27/2019 438.00 438.00Annual Maintenance Renewal18373 SOIerWInds Virtualization Manager VM32 (up to 32 1 /1/ 5/1/2019 2,440.0 2,440 00 sockets) - Annual Maintenance Renewal 18292 SolarWinds Web Help Desk Per Technician License 3 5/27/2018 5/27/2019 132.00 396.00 (1 to 5 named users) - Annual Maintenance Renewal 0 ._................ .. __. __.... .. .. .. 18223 SolarWinds Server &Application Monitor ALX 1 5/27/2018 5/27/2019 7,405.00 7,405.00 (unlimited monitors-Standard Polling Throughput) - Annual Maintenance Renewal 18199 SolarWinds Network Configuration Manager DL200 1 5/27/2018 5/27/2019 1,245.00 1,245.00 (up to 200 nodes) - Annual Maintenance Renewal 18214 SolarWinds NetFlow Traffic Analyzer Module for 1 5/27/2018 5/27/2019 3,625.00 3,625.00 SolarWinds Network Performance Monitor SLX - Annual Maintenance Renewal 18209 SolarWinds Network Performance Monitor SLX 1 5/27/2018 5/27/2019 6,230.00 6,230.00 (unlimited elements-Standard Polling Throughput) - Annual Maintenance Renewal 18264 SolarWinds User Device Tracker UT5000 (up to 1 5/27/2018 �5/27/2019 705.00 705.00 5000 ports) - Annual Maintenance Renewal Subtotal 26,156.00 Tax Total 2,615.60 Total $28,771.60: Keep your maintenance up-to-date to access Tech Support, FREE product updates/version upgrades (including all major and minor version releases), customer only product training, and exclusive access to product pre-releases. 1. If you previously ordered through an Authorized SolarWinds Partner and would like to order through that partner 1 again, please forward this quote to them for processing. 2. Email your company Purchase Order to renewals@solarwinds.com -or-fax your order to one of the following: US 512.857.0125, Outside the US+353 21 238 0232. 3. Please use the link below to pay now via credit card. *No login required.* https://ecom m.sola rwi nds.com/quote?quotei nternal Id=33668892&@rts=151350&eb=t&form=d **Contact SolarWinds at renewals@solarwinds.com with any questions or concerns and we will be happy to assist with your maintenance renewal. 2 IMPORTANT— READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT(DEFINED BELOW). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE. SOLARWINDS END USER LICENSE AGREEMENT This End User License Agreement (the "Agreement") is hereby entered into and agreed upon by you, either an individual or an entity, and its Affiliates ("You" or "Company") and SolarWinds Worldwide, LLC ("SolarWinds Worldwide")for the Software. 1. DEFINITIONS. 1.1 "Affiliates" means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to SolarWinds shall be deemed to be references to SolarWinds Worldwide and its Affiliates, and all references to Company, You, or Your shall be deemed to be references to Company and its Affiliate(s). 1.2 "Computer" means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component. 1.3 "Documentation" means the official user documentation prepared and provided by SolarWinds Worldwide to You on the use of the Software. For the avoidance of doubt, any online community site; unofficial documentation, videos, white papers, or related media; or feedback does not constitute Documentation. 1.4 "Software" means the object code versions of the product, together with the updates, new releases or versions, modifications or enhancements, owned and provided by SolarWinds Worldwide to You pursuant to this Agreement. 2. GRANT OF LICENSE, 2.1 Production License. Upon payment of the applicable fees for the Software and continuous compliance with the terms and conditions of this Agreement and the Documentation, SolarWinds Worldwide hereby grants You a limited, worldwide, perpetual, nonexclusive, nontransferable license to use the object code of the Software and Documentation subject to the terms contained herein: a) For each Software license key that You purchase from SolarWinds Worldwide, You may: (i) use the Software on any single Computer, unless the Documentation clearly indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices and a notice that it will not be used for transfer, distribution or sale. 05012017 b) The Software is in use on a Computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device). You agree to use Your reasonable efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. You agree that You will register this Software only with SolarWinds and that You will only install a Software license key obtained directly from SolarWinds. 2.2 Software Evaluation License. If the Software is provided to You for evaluation purposes, SolarWinds Worldwide grants to You a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase (an "Evaluation License"). The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from SolarWinds at its sole discretion. Notwithstanding any other provision contained herein, Software provided pursuant to an Evaluation License is provided to You "AS IS"without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this End User License shall apply to Software licensed under an Evaluation License. 2.3 High Availability and/or Disaster Recovery Purpose License. If You are obtaining a redundant version of the Software solely for high availability and/or disaster recovery purposes for use on Your disaster recovery Computer, You represent and warrant that (i)You may actively run the redundant version of the Software on a Computer, provided it is not running on a primary production Computer, unless (a) the primary production Computer related to the primary production version of the Software fails, (b)the Software or Computer associated with the primary production license is being upgraded or replaced, or (c) other temporary reasons that disrupt all or a material part of Your business operations; (ii) You will not utilize the redundant version of the Software to monitor any items not being monitored by the primary production Computer; and (iii) You will promptly get the primary production Computer hosting the primary production license operating correctly in order to support Your daily activities. 3. LICENSE RESTRICTIONS. 3.1 You may not: (i) provide, make available to, or permit other individuals to use the Software or Documentation, except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Software or Documentation; (iii) copy, reproduce, republish, upload, post, or transmit the Software or Documentation (except for back- up or archival purposes, which will not be used for transfer, distribution, or sale); (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation; or (vi) license the Software if You are a direct competitor of SolarWinds for the purposes of monitoring the Software's availability, performance, or functionality or for any other benchmarking or competitive purposes. Any such forbidden use shall immediately terminate Your license to the Software. The Software is intended only for use with public domain or properly licensed third party materials. All responsibility for obtaining such a license is Yours, and SolarWinds shall not be responsible for Your failure to do so. 3.2 SolarWinds Trademarks. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of SolarWinds, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the company name or mark "SolarWinds" or any of its Affiliates' names or 05012017 marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice. 3.3 Export Restrictions. The Software and Documentation delivered to You under this Agreement are subject to U.S. export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if outside the U.S. You shall abide by all applicable export control laws, rules and regulations applicable to the Software and Documentation. You agree that You will not export, re-export, or transfer the Software or Documentation, in whole or in part, to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software or Documentation (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any person or entity who You know or have reason to know will utilize the Software or portion thereof in the design, development, production or use of nuclear, chemical or biological materials, facilities, or weapons; or (iii)to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. 3.4 Compliance with Applicable Laws. The Software and Documentation are protected by the intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property laws. You agree that You shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. 4. RIGHTS RESERVED. THE SOFTWARE IS LICENSED, NOT SOLD. Use herein of the word "purchase" in conjunction with licenses, license keys, or the Software shall not imply a transfer of ownership. Unless as conveyed herein, this Agreement does not grant You any rights, title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) of SolarWinds or its suppliers, and all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property shall remain the property of SolarWinds, its suppliers, or are publicly available. All rights not expressly granted underthis Agreement are reserved by SolarWinds, its suppliers, or third parties. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. SolarWinds agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property. 5. CONFIDENTIALITY 5.1 "Confidential Information" means any nonpublic or proprietary information, in tangible or intangible form, that a party to this Agreement ("Disclosing Party') designates as being confidential by legends or other markings or in a separate writing provided contemporaneous with the disclosure to the party that receives such information ('Receiving Party"). Confidential Information includes the Software, Documentation and any other intellectual property or proprietary rights thereto. Confidential Information shall not include any information, however 05012017 designated, that: (i) is nr suhsPquPntly hprnmps puhlicly available without Receiving Party's breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality; or (iv) is independently developed by Receiving Party without reference to or use of the Confidential Information. 5.2 Protection. Receiving Party may use Confidential Information of Disclosing Party; (a) to exercise its rights and perform its obligations under this EULA; or(b) in connection with the parties' ongoing business relationship. Receiving Party will not use any Confidential Information of Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of Disclosing Party only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Receiving Party's duty hereunder. Receiving Party will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The parties will each be responsible for any breach of this Agreement by their consultants or agents and each party agrees to take all reasonable measures to restrain its consultants or agents from disclosure or improper use of the other party's Confidential Information. Confidential Information shall remain at all times the property of the Disclosing Party. No rights to use, license or otherwise exploit the Confidential Information are granted to the Receiving Party or its agents, by implication or otherwise. 5.3 Data Rights. You agree that SolarWinds will collect and track technical and related information about You and Your use of the Software, which may include Your internet protocol address, hardware identifying information, operating system, application software, peripheral hardware, and Software usage statistics, to assist with the operation and function of the Software, the provision of updates, support, invoicing, marketing by SolarWinds or its agents and research and development. 6. LIMITED WARRANTY. SolarWinds Worldwide warrants to You that for a period of thirty (30) days following the initial purchase and delivery of the Software to You that the Software will perform substantially in conformance with the Documentation. SolarWinds Worldwide does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error-free. The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified or altered by You or any third party that is not authorized by SolarWinds Worldwide; (ii) Software that is otherwise operated in violation of this Agreement or other than in accordance with the Documentation; or (iii) failures that are caused by other software or hardware products. To the maximum extent permitted under applicable law, as SolarWinds' and its suppliers' entire liability, and as Your exclusive remedy for any breach of the foregoing warranty, SolarWinds Worldwide will, at its sole option and expense, promptly repair or replace any Software that fails to meet this limited warranty or, if SolarWinds Worldwide is unable to repair or replace the Software, refund to You the applicable license fees paid upon return, if applicable, of the nonconforming item to SolarWinds Worldwide. The warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software under this limited warranty will be warranted for thirty (30) days. 05012017 EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SOLARWINDS IS PROVIDING AND LICENSING THE SOFTWARE TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 7. INTELLECTUAL PROPERTY INDEMNIFICATION. SolarWinds Worldwide will indemnify and hold You harmless from any third party claim brought against You that the Software, as provided by SolarWinds Worldwide to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Software by You is in conformity with the Agreement and Documentation; (ii)the infringement is not caused by modification or alteration of the Software or Documentation; and/or (iii) the infringement was not caused by a combination or use of the Software with products not supplied by SolarWinds. SolarWinds Worldwide's indemnification obligations are contingent upon You: (i) promptly notifying SolarWinds Worldwide in writing of the claim; (ii) granting SolarWinds Worldwide sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing SolarWinds Worldwide with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states SolarWinds' entire liability (and shall be Company's sole and exclusive remedy) with respect to indemnification to Company. 8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLARWINDS, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO SOLARWINDS IN THE PRECEDING (12)TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (ll) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF SOLARWINDS OR A DEALER AUTHORIZED BY SOLARWINDS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Third Party Programs. To the extent the Software is bundled with third party software programs; these third party software programs are governed by their own license terms, which may include open source or free software licenses. Nothing in this Agreement limits an end user's rights under, or grants the end user rights that supersede, the terms of any such third party software. 10. CHOICE OF LAW AND VENUE. This Agreement shall be governed by the laws of the State of Texas and of the United States, without regard to any conflict of laws provisions, except that the United Nations Convention on the International Sale of Goods shall not apply. The parties agree that the provisions of the Uniform Computer Information Transactions Act shall not apply to this Agreement. You hereby consent to jurisdiction of the courts of both the state or federal courts of Texas. 11. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one 05012017 and the same instrument. The Parties may exchange signature pages by facsimile and such signatures shall be effective to bind the Parties. 12. COMPLETE AGREEMENT. This Agreement along with the Software Support and Maintenance Terms and Conditions and, if applicable, the Network Operations Manager/Network Automation Managed End User License Agreement Addendum found at http:/fwww.solauwinds.com/leaaVCeaal-documents, constitute the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation the terms of any party or any purchase order issued in connection with this Agreement. If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party. 13. GOVERNMENT USE. SolarWinds' Software and Documentation was developed exclusively at private expense and is a "commercial item" as defined in FAR 2.101, and any supplement is provided with no greater than RESTRICTED RIGHTS. Such Software and related items consist of"commercial computer software,""commercial computer software documentation," and commercial technical data as defined in the applicable acquisition regulations, including FAR 2.101 and FAR Part 12. Use, duplication, release, modification, transfer, or disclosure ("Use") of the Software and Documentation is restricted by this Agreement and in accordance with DFARS Section 227.7202 and FAR Section 12.212, and the Software and Documentation are licensed (i) only as commercial items; and (ii) with only the rights granted to commercial end users pursuant to this Agreement. Such Use is further restricted by FAR 52.227-14, 252.227-7015, or similar acquisition regulations, as applicable and amended. Except as described herein, all other Use is prohibited. This section is in lieu of, and supersedes, any other FAR, DFARS, or other clause addressing Government rights under this Agreement or any other contract which the Software or Documentation is acquired or licensed. Manufacturer is SolarWinds Worldwide, LLC, 7171 Southwest Parkway, Building 400, Austin, Texas 78735. 05012017 EXHIBIT 8 INSURANCE REI�,UIREM'ENTS FOR SERVICE CONiTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, Insurance against claims for injuries to persons or damage to properly which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Llabllity insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability ansing from premises, operations, Independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an Insured contract. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the,City using ISO additional insured endorsement CG 20 101185 or a substitute endorsement providing equivalent coverage. 0. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits- I. Com n rcial General Liability insurance shall) be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability Insurance, 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. i 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after k EXHIBIT B (Continued) thirty (30) days prior written notice by certified mall, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an,additional Insured on I all policies (except Professional Uabllity) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional Insured shall, be attached to the Cerflt7 to of Insurance. The City reserves the right to receive a certified copy of ail required Insurance policies. The Contractor's Commercial General Uabliity Insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made orsuit is brought, except with respects to the limits of the Insurer's liability. D, Acceptability of insurers 11 Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, Including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors C Contractor shall include ail subcontractors as Insureds under Its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same Insurance y requirements as stated herein for the Contractor. r