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HomeMy WebLinkAboutIT17-291 - Extension - Adobe Systems, Inc. - 2023 Acrobat Pro DC (10) - 04/01/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: LS/SP Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: IMC KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) W A S H I N G T O N Sheet forms. Originator: Department: Lyn nette Smith IT Date Sent: Date Required: > 03/28/2023 03/29/2023 0 QDirector or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website ❑✓ N/A Budqet Account Number: Grant? Yes�✓ No multiple Budget?R]YesE]No Type: N/A Vendor Name: Category: Adobe Systems Inc. Contract Vendor Number: Sub-Category: = 1572592 Other 0 Project Name: Acrobat PRO DC (10) E Project Details: Procurement of Acrobat PRO DC (10) subscriptions under C IT17-291. c Agreement Amount: $1 254.59 Basis for Selection of Contractor: Direct Negotiation w *Memo to Mayor must be attached A- Start Date: 04/01/2023 Termination Date: 09/02/2023 Q Local Business?21YesF--]No* If meets requirements per KCC3.70.100,pleose completeVendor Purchose-Local Exceptions'form on Cityspoce. Business License Verification:Yes El In-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: ElesZ No IT17-291 Comments: p1 C 3 cc Mike Carringto Director a N Date: 03/29/2023 �a c Vf Date Routed to the City Clerk's Office: adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 FAki Adobe Sales Order 260439936 Adobe Customer: CITY OF KENT, VIP Membership Number: 2C3EDFD26A4967C218CA Date: 28-MAR-2023 Currency: USD Products Licence Term Annul SKU Product Description Cycle llin Qty Measure Unitof Start Date End Date Unit t Price Price Term Unit Fees l ACROBAT PRO SUBSCRIPT ALL MLP License Yearly In 653240556A02Al2 10 Per User 03 APR 2023 02-SEP-2023 273.48 113.95 1,139.so Subscrlptlon MUN Advance 1 of tl Fre; 1-139.:;0 Estimated Tax*: 115.09 TotalGrand -• *Estimated Taxes may change,as tax rates current at the time of invoice will apply.Actual taxes due will show on Customer's invoice. OrderSales 1. All Products are licensed under the Adobe VIP terms and conditions: https:'/www.adobe.com/go/vip-terms. If there is any conflict between this Sales Order and the VIP Agreement,then the terms of this Sales Order shall control.VIP Member is Customer for the purposes of this Sales Order.Customer must pay in full whin 30 days of the invoice date in accordance with the invoice. Accounts are enabled when Adobe books Customer's order,Adobe may acjust the License Term Start Date and extend the End Date accordingly. 2. Notwithstanding other payment provisions,payment is due upon receipt cf invoice and must be made by credit card,if(a)the Total Annual Fee listed above is$2,500.00 USD(or equivalent)or less,or(b)Member will pay by Credit Card. 3. All pricing described in this Sales Order is contingent upon Customer placi-ig an order with Adobe no later than 27-APR-2023. Any terms or conditions in Customer's purchase order or any other related documentation submitted by or on behalf of Customer to Adobe do not form part of this Agreement and are void. FAlk Adobe By placing an order with your Adobe Phone representative,you acknowledge and agree to the terms of this Sales Order. Adobe:Customer: CITY OF KENT, Adobe Inc. Fulling Address: 220 FOURTH AVENUE SOUTH jAddress: 345 Park Avenue KENT WA 98032-5838 San Jose CA 95110-2704 UNITED STATES Contact: Patti Belle Contact: TANISH PRUTHI pbelle@kentwa.gov tpruthi@adobe.com PO Number: FAlk Adobe +, Adobe = Fk, Adobe sign in ADOBE VALUE INCENTIVE PLAN TERMS AND CONDITIONS This Value Incentive Plan ("VIP" or"Program") Commercial Membership Agreement ("Agreement") sets forth the terms of your participation as a Member in the Program.The Agreement is effective as of the date of online enrollment.This Agreement is entered into by and between Adobe and the customer identified in on-line enrollment to become a Member. "Adobe" shall mean either ADOBE INC., a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95110-2704, if the Agreement is entered into with a Member's organization that is located in the United States, Canada, or Mexico,ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835), if the Agreement is entered into with a Member's organization that is located in Australia, or otherwise with ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland. Member shall license all software, services, and offerings available under the Program (collectively"Product")to be installed and used within the United States (including United States territories and military bases wherever located), Canada, or Mexico from Adobe U.S. Member shall license all Products to be installed and used in Australia from Adobe Ireland, as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835). Member shall license all Products to be installed and used in all other countries and territories from Adobe Ireland. 1. Program Description. 1.1 General and Program Term. The VIP Program is a flexible licensing program designed to allow qualified and eligible customers to manage and deploy Product licenses purchased through the Program.The VIP Program is a membership program with license Subscription Periods as further defined in Section 3.4 of this Agreement. Once the organization enrolls in membership through the VIP administration user interface and is accepted by Adobe into th Program,the organization will be a member of the Program ("Member") until the earliest of +, Adobe Adobe sign in www.adobe.com/go/vip_program_guide_en ("Program Guide").The Program Guide is hereby incorporated into the Agreement by reference.Adobe may change the terms of the Program at its sole discretion. If Program terms change Member may be required to reaccept the Program terms in the Console. 1.2 Termination. Notwithstanding the foregoing, either party may terminate the Agreement with or without cause on thirty (30) days prior written notice.Termination of this Agreement shall not affect Member's obligations with regard to any Products ordered prior to the termination date, including without limitation any subscription terms or payment obligations. In addition,Adobe may immediately terminate this Agreement, upon written notice,for a material breach (including but not limited to any misappropriation or infringement of Adobe's intellectual property rights). If this Agreement terminates,then Member's organization shall immediately cease use of the Products, delete the Products from all computer systems and IT equipment on which it resides, and return to Member's Account Manager any media containing the Products as well as any related materials.Account Manager means either (i) Reseller, if a transaction is through a reseller, or(ii) Adobe representative, if a transaction is with Adobe. 1.3 TOU The access and use of the Products is governed by the applicable Adobe terms of use ("TOU") available at https://www.adobe.com/legal/terms.html.The terms of the applicable TOUs are hereby incorporated by reference (including without limitations terms related to governing law and venue). In the event of inconsistency between the terms of this Agreement and the terms of the TOU,the terms of this Agreement shall control. 1.4 Program Products. For a complete list of Products available through the Program, Member shall contact its Account Manager or go to the Program web pages located on Adobe.com http://www.adobe.com/howtobuy/buying-programs/vip.html.All Products purchased through the Program are solely for use within Member's own organization and all re-sale, sublicensing, and other distribution is prohibited except as set forth in Section 4.1 and/or the Program Guide, if applicable. Certain offerings may be available for license by purchasing Consumables, as described in the Program Guide. 1.5 Affiliates. Adobe agrees that customer's Affiliates may place orders under this Agreement for the Products and use such Products provided hereunder.Customer retains ultimate liability for any acts or omissions of such Affiliate.Affiliate means,for Member, any other entity that controls, is controlled by, or under common control with, Member. For the purposes of this Section 1.5,the term "control" means the direct or indirect power to direct the affairs of the +, Adobe FA, Adobe sign in 2. Participation. 2.1 Adobe ID and VIP ID An Adobe ID will be required in order to enroll in the Program. Each Member will be assigned a VIP ID which must be referenced on all orders. Member is responsible for acts or omissions of anyone who obtains access to and use of the Products through Member. 2.2 Console.The Program administration user interface is the "Admin Console" Once the terms of this agreement are accepted,the individual accepting on behalf of the organization will be assigned as the Contract Owner.The Contract Owner can add system administrator(s) (each an "Administrator").The Contract Owner and any Administrator will be provided access to the Admin Console where they will have the ability to access the Product, manage their subscriptions, and view their account information.The Admin Console will allow the Administrator to invite additional users within their organization to gain access to the Admin Console. Member authorizes any Administrator or Contract Owner to act on Member's behalf. 2.3 Confidentiality. Member shall treat VIP ID as confidential and not share or disclose such information except with Member's Account Manager. 2.4 Memberships.The terms of Exhibit B apply to Education, Government, and Non-Profit Memberships. Member must use a separate VIP Agreement for any Products made available and ordered for use in the People's Republic of China. 3. Ordering, Pricing, and Fulfillment. 3.1 Ordering and Pricing. Member shall place Product orders with their Account Manager.All fees are determined by Member's Account Manager. Matters such as price, delivery, and payment terms must be agreed between Member and Member's Account Manager.Adobe cannot guarantee any particular discount, unless Adobe is Member's Account Manager. 3.2 Access�Admin Carrsale DeptaymEnt cmd FulfiUment Upon becoming a Member, Member's Administrator will be provided access to the available Products,through the Admin Console. Member may add many Products from the Admin Console and obtain immediate access to such Products.Adobe must receive an order for any such Products within the Grace Period. 3.3 grace Feriud farProductsAdded in AdrnM Comle. The Grace Period is 14 days after adding +, Adobe Adobe sign in 3.4 Agrmnenf Anniversary Du%Subscr pflun PWfud,and f enewuls. 3.4.1 Anniversary Date. Unless otherwise communicated by Adobe, Member's Anniversary Date is the day twelve months after Adobe accepts Member's initial order('Anniversary Date"). 3.4.2 Subscription Period.The Subscription Period means the period that a Member may use Products and includes the initial Subscription Period and any renewal Subscription Period.The initial Subscription Period means the period that begins on Member's initial order date and ends the day prior to the Anniversary Date.With Product subscription renewal,a renewal Subscription Period will begin on the Anniversary Date and continue until the day prior to the next Anniversary Date. Use of subscription Products and any related services co-terminates on the last day of the Subscription Period. Most Consumables must be used within a single Subscription Period, and any unused Consumables will expire on the last day of the Subscription Period.Additional information may be found in the Program Guide. 3.4.3 Subscription Renewals.Adobe or Account Manager will use reasonable efforts to notify Member prior to any Subscription Period end date. Subscriptions must be renewed prior to the Anniversary Date in order to ensure uninterrupted use of Product. 3.5 Upgrade Protection. Purchase of the subscription Product(s) includes upgrade entitlement, meaning Member will be entitled to receive the latest generally available version of a subscription Product purchased under the program as long as the Product subscription is paid and active at the time Adobe makes the new version of the Product commercially available. 3.6 Retums.Without prejudice to any rights that a Member may have under any consumer laws in the jurisdiction that Member is located, once a Product is installed or accessed, Member cannot return it. If Member requests a return prior to installation, Member must return the entire order. Member must request the return of Products purchased under the Agreement through Member's Account Manager.Subject to any applicable warranty rights, return requests must be made to Member's Account Manager within fourteen (14) days after Member's original Product order date.Adobe must approve all return requests before any return is valid, as further described in the Program Guide. 3.7 Orders Direct From Adobe. If Member orders direct from Adobe,then this section will apply. Members can add Products at any time via the Admin Console or via an Adobe representative, but you must place an order for all Products with an Adobe representative. +, Adobe Adobe sign in the then current price.Your order may be subject to credit approval. Member will be charged the Product price, plus applicable taxes. For any ordered Products, Member must pay in full within 30 days of the invoice date in accordance with the invoice.Any amounts not paid when due will bear interest at a rate which is the lesser of 1.0% per month or the maximum rate permitted by applicable law on any overdue fees,from the date due until the date the full amount plus interest is paid in-full. 4. VIP Marketplace. 4.1. Section 4"VIP Marketplace"will only apply to Products licensed through VIP Marketplace. Despite language in Section 3.4.3 above, at the end of your subscription term in VIP Marketplace,your annual subscription will automatically renew based on Adobe's partner price: 1- in effect on your Anniversary Date and 2-for your qualifying discount level, unless you elect to change or cancel at least 3 days before your Anniversary Date or Adobe communicates otherwise. For clarity,your Account Manager will determine your Product fees. See VIP Marketplace Program Guide for details. Member may work with their Account Manager to adjust Product subscriptions. 4.2 VIPMurkKpiace Gr=PePW. Notwithstanding Section 3.2 and 3.3,the Grace Period for VIP Marketplace Products is seven days after adding Products, not 14 days. If Adobe does not receive an order for Products added through VIP Marketplace within the Grace Period,then such Products will be removed. 5. Miscellaneous. 5.1 Transfer of License. Product TOUs do not govern restrictions regarding the transfer of Products licensed under or in connection with this Agreement. In limited circumstances, Adobe may permit the transfer of Product licenses under this Agreement in its sole and exclusive discretion. Such requests should be directed to Adobe Customer Service including a description of the reason for the proposed transfer and the contact information of the transferee.Additional information may be found in the Program Guide. For clarity,all offerings are licensed, not sold. 5.2 License Compliance. Member must maintain systems and/or procedures sufficient to ensure an accurate record of the number of copies of the Products that have been installed and/or deployed and retain records of Product installation and/or deployment for two (2) years after the termination of the Agreement.Adobe and/or its representatives may conduct +, Adobe Adobe sign in documentation for all Products within thirty(30) days after request. If the audit findings demonstrate non-conformity with the Product licenses, Member shall purchase the necessary licenses within thirty(30) days after being so notified. Notwithstanding the foregoing,Adobe reserves the right to conduct an onsite audit of Member license installation and deployment after ten (10) business days' prior written notice during regular business hours.This Section 5.2 shall survive termination of the Agreement for a period of two (2)years. 5.3 Use of Information.Adobe may use information about Member or Affiliate, including name and contact information,for fulfilling obligations under the Agreement. For more information, please see the Adobe Privacy Center(adobe.com/privacy). 5.4 Standing.The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If Member is an entity of the United States Federal Government, Member agrees that Adobe shall have standing and the right to assert any breach of contract claim arising out of this Agreement under the Contracts Disputes Act of 1978 ("Disputes Act"). 5.5 General.The parties are independent contractors, and this Agreement will not be construed to imply that either party is the agent or venturer of the other. Member may not assign this Agreement(by operation of law or otherwise) without the prior written consent of Adobe and any prohibited assignment is null and void.Adobe may, at its sole discretion, assign or novate this Agreement,without the prior written consent of Member.This Agreement will be binding upon and will inure to the benefit of any permitted successors or assignees. No modification will be valid or binding unless in writing.This Agreement(including the Program Guide, applicable TOUs, and any Exhibits or on-line enrollment information, if applicable) represents the entire agreement between the parties on the subject matter of this Agreement. If any provision of this Agreement is held unenforceable,the remainder of the Agreement will continue in full force and effect. If Member's Account Manager is no longer an Authorized Adobe Account Manager,then after notice to Member,Adobe may move Member's account under a then-current Authorized Adobe Account Manager. This Agreement is prepared and is executed in the English language only.The English language version shall be controlling in all respects, and any version of this Agreement in any other language, shall not be binding and shall have no effect. Further, each party agrees that signature by Member or Adobe on any non-English language version, even if there is no signature(s) on the English language version shall be deemed execution of the English language version and binding on the parties.Without limiting the foregoing, if there is any +, Adobe Adobe sign in and any disputes arising under this Agreement shall be conducted or resolved in the English language. 5.6 Services. The Product may integrate with a variety of services, operated either by Adobe or by third parties,which may contain user-generated content that may be (a) inappropriate for minors, (b) illegal in some countries; or(c) inappropriate for viewing at work.A complete list of integrated services is available here: www.adobe.com/go/integratedservices. If Member wants to prevent viewing of or access to user-generated content services it may(i) disable service access in the Creative Cloud Packager,where that functionality is made available, or(ii) block access to the services via its network firewall. Services are not, under any circumstances, available to users under the age of thirteen (13).Adobe disclaims liability for all user-generated content available via the services. Member is responsible for determining whether use of the services complies with applicable laws in Member's jurisdiction. Member is not entitled to a refund and Adobe is not liable (i) if access to the services is slowed or blocked as a result of government or service provider action, or(ii) if Adobe reasonably deems it necessary to block access to some or all of the services. EXH I BIT B EDUCATION, GOVERNMENT, AND NON-PROFIT MEMBERSHIPS A. EDUCATION MEMBERS For the Member who is an Education Entity(defined below),the following additional terms apply.Adobe reserves the right to terminate Education memberships if Member is not an Educational Entity. 1. Definitions Applicable to Education Members. 1.1 Education Entity.The following is a non-exhaustive list of qualified educational institutions: (a)Accredited (by official accrediting entities) public or private primary or secondary school providing full-time instruction; (b)Accredited public or private university or college (including community,junior, or vocational college)that grants degrees requiring not less than the equivalent of two years of full-time study; (c) Named educational institutions, if individually approved in writing by Adobe; (d) Hospitals that are wholly owned and operated by an +, Adobe FA, Adobe sign in institution and recognized by a national or regional educational authority, ii — teach students, and iii — can provide a copy of the bylaws that state the relationship with the controlling university. The following is a non-exhaustive list of entities that are not qualified educational institutions: (a) Non-accredited schools; (b) Museums or libraries; (c) Hospitals not wholly owned and operated by an otherwise qualified educational institution; (d) Churches or religious organizations that are not accredited schools; (e)Vocational training centers or schools granting certificates for courses such as computer software training or job training that are not accredited schools or which grant degrees requiring less than the equivalent of two years of full-time study; (f) Military schools that do not grant academic degrees; and (g) Research laboratories not recognized by a national or state ministry overseeing education. For example, institutions recognized by other government branches are not eligible. The above lists do not apply to the countries as listed in Section 1.2 (Regional-Specific Definition) below. 1.2 Keyiuttal-Spetift Veffitifiwi of E&xetun Eift. (a)Asia Pacific Countries excluding SoutheastAsio Countries as defined in sub-paragraph (b) below. If Education Member is resident in Australia, New Zealand, India, Sri Lanka, China mainland, Hong Kong SAR of China.,Taiwan region,the Republic of Korea,the People's Republic of Bangladesh,the Federal Democratic of Nepal,the Republic of the Union of Myanmar, Pakistan or Mongolia or any country designated by Adobe from time to time, "Education Entity"shall mean the entities that satisfy the meaning of"Qualified Educational Users" (except for the sections entitled "Full and Part Time Faculty and Staff"and "Students") designated by Adobe on https://www.adobe.com/special/avl/education/ap/index2.html (or its successor web site thereto), as updated by Adobe from time to time. (b)SoutheastAsio Countries. If Education Member is resident in Indonesia, Malaysia, Philippines, Singapore,Thailand and Vietnam, "Education Entity" or"Education Institution"shall have the respective meanings designated by Adobe on https://www.adobe.com/go/edu_entity_sea (or its successor web site thereto), as updated by Adobe from time to time. (c)Japan. If Education Member is resident in Japan, "Education Entity"or"Education Institution" shall have the respective meanings designated by Adobe on https://helpx.adobe.com/jp/x- +, Adobe FA, Adobe sign in 1.3 Fritttuty ut►d SetutfautySc—bouls. Primary and Secondary Schools are defined in the Program Guide.Adobe may have offers available to members that qualify as Primary and Secondary Schools.Adobe reserves the right to terminate Primary and Secondary School licenses and memberships if Member is not a Primary and Secondary School as defined in the Program Guide. See VIP Education Program Guide for additional details and http://www.adobe.com/go/primary-secondary-institution-eligibility-guidelines. B. GOVERNMENT MEMBERS For the Member who is a Government Entity(defined below),the following additional terms apply.Adobe reserves the right to terminate Government memberships if Member is not a Government Entity. 1. Definitions Applicable to Government Members. Government Entity. Participation is contingent upon Member(and each Affiliate) being a "government entity",which means: (a) a federal, central, or national agency, department, commission, board, office, council, or authority(executive, legislative, or judicial); (b) a municipality, special district, city, county, or state governmental agency, department, commission, board, office, council, entity, or authority, or any other agency in the executive, legislative, or judicial branch of state or local government that is created by the constitution or a statute of the governing state, including the district, regional, and state administrative offices; or(c) a public agency or organization created and/or funded by federal, state, or local governments and authorized to conduct the business of governing or supporting citizens, businesses, or other governmental entities. For the avoidance of doubt,the following entities are not Government Entities: private"for profit" companies, non-profit organizations,trade or industry associations, higher education institutions, and labor unions, even those conducting work on behalf of or with government agencies, unless such entity has a specific letter of authorization from a U.S Government Entity pursuant to FAR Part 51. Member represents to Adobe that it and its Affiliates are government entities.A list of qualified "Government Entities" forJapan is available at: http://www.adobe.com/jp/aboutadobe/volumelicensing/pdfs/cl5_government_license_table.pdf. 1.1 ForFronce: a Government Entity is either an agency; a minister; a commission, board, office, or council (national, regional, or local); a city; a region; or any entity subject to the French Public Law and under the administration of a government entity. +, Adobe FA, Adobe sign in 2.1 AdditionQl Restrictions. For United States Federal Government Members, it is understood that any orders are subject to FAR 52.232-18 (Availability of Funds) and FAR 52.232-19 (Availability of Funds for the Next Fiscal Year) and therefore United States Federal Government Members shall not deploy any Product unless funds are available to pay for such orders.To the extent any state or local government entity is subject to similar requirements,such entities shall not deploy any Product unless funds are available to pay for such orders. 2.2 Termination.This Agreement may be terminated by a Member who is a United States federal government customer pursuant to FAR 52.249-1 (Termination for Convenience of the Government).Adobe may change the Terms at its sole discretion. 2.3 Federal GaisernmentMembers. Notice to U.S. Federal Government End Users (Commercial Items):The Products, provided under this Agreement are "Commercial Item(s),"as that term is defined at 48 C.F.R.§2.101, consisting of"Commercial Computer Software" and "Commercial Computer Software Documentation," and services related thereto, as such terms are used in 48 C.F.R. W.212 or 48 C.F.R. 5227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. 5227.7202-1 through 5227.7202-4, as applicable,the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Federal Government End Users (a) only as Commercial Items and (b)with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement and the TOUs. Unpublished rights are reserved under the laws of the United States-Adobe Inc., 345 Park Avenue, San Jose, CA 95110-2704, USA. C. NON-PROFIT MEMBERS Additional terms applicable to Non-Profit Members are contained in the Program Guide. Adobe reserves the right to terminate memberships, if Member is not an eligible non-profit organization, as described on https://helpx.adobe.com/buying-programs/non-profit.html. Shop for For business F+, Adobe FA, Adobe Sign in For mobile Experience Cloud Support Resources Adobe Account Adobe Featured products Q Adobe Acrobat Reader O Adobe Express 0 Photoshop Illustrator ® Change region v V Copyright©2023 Adobe.All rights reserved. / Privacy / Terms of Use / Cookie preferences / Do not sell or share my personal information / P> AdChoices